Plug Power Inc DEFA14A Filing

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Filing Documents

• tm2534043d1_defa14a.htm (DEFA14A) — 38KB
• tm2534043d1_defa14aimg002.jpg (GRAPHIC) — 217KB
• tm2534043d1_defa14aimg003.jpg (GRAPHIC) — 376KB
• tm2534043d1_defa14aimg004.jpg (GRAPHIC) — 309KB
• tm2534043d1_defa14aimg005.jpg (GRAPHIC) — 315KB
• tm2534043d1_defa14aimg006.jpg (GRAPHIC) — 424KB
• tm2534043d1_defa14aimg007.jpg (GRAPHIC) — 586KB
• 0001104659-25-123805.txt ( ) — 3104KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Material Pursuant to § 240.14a-12 PLUG POWER INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): x No fee required. ¨ Fee paid previously with preliminary materials. ¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Filed by Plug Power Inc. Pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Commission File No.: 001-34392 The following information was posted by Plug Power Inc. on its website on December 22, 2025. If you owned shares of Plug Power Inc. as of the record date of December 12, 2025, you have the right to vote on important proposals at the Special Meeting of Stockholders on January 29, 2026 . Every vote counts. Why is this meeting important? Each proposal is critical to our ability to operate and grow. · Proposal 1: Amendment to Modernize Voting Standards Proposal #1 would modernize the Company’s voting standards by aligning the Company’s charter with current Delaware corporate law. If approved, this amendment would allow certain future charter amendments to be approved by a majority of votes cast, where permitted under the Delaware General Corporation Law (DGCL). This change ensures that outcomes are determined by the stockholders who actively participate in the voting process, rather than by shares that are not voted at all. Under the Company’s current charter, shares that are not voted effectively have the same impact as votes cast against a proposal, which can prevent proposals from passing even when a clear majority of voting stockholders support them. By aligning with current Delaware standards, this proposal helps ensures that stockholder intent is reflected more accurately and that the Company is governed in a manner consistent with modern corporate practices. · Proposal 2 – Increase in Authorized Shares of Common Stock Proposal #2 is essential to the Company’s ability to meet its financial obligations , maintain operating flexibility, and continue executing its business plan. Approval of this proposal would increase the number of authorized shares of common stock, providing the Company with the flexibility required to satisfy obligations as they come due and to support the ongoing needs of the business. If Proposal #2 is not approved , the Company will implement a reverse stock split in order to create sufficient share availability to meet its financial obligations and maintain business flexibility. What are the Board of Directors’ recommendations on how I should vote my shares? The Board unanimously recommends that you vote your shares as follows: Proposal 1 —  FOR the approval of an amendment to the Company’s charter to adjust the voting requirements for certain future amendments to the charter to align with Section 242(d)(2) of the DGCL. Proposal 2 —  FOR the approval of an amendment to the Company’s charter to increase the number of authorized shares of the Company’s common stock from 1,500,000,000 to 3,000,000,000 shares. Proposal 3 —  FOR the approval of the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes for the approval of Proposal 1 or Proposal 2. What is the record date and what does it mean? The record date (the “Record Date”) is December 12, 2025. Only stockholders of the Company as of this date are eligible to vote. How can I attend the Special Meeting? We will be hosting our Special Meeting via live webcast. Any stockholder as of the Record Date can attend the Special Meeting virtually at www.virtualshareholdermeeting.com/PLUG2026SM. The webcast will start at 10:00 a.m., Eastern Time, on January 29, 2026. Stockholders may vote and ask questions while attending the Special Meeting online. In order to be able to attend the Special Meeting, you will need the 16-digit control number, which is located on your proxy card. Instructions on how to participate in the Special Meeting are also posted online at www.proxyvote.com. If you hold your shares in “street name” through a broker, bank or other nominee, you will need to demonstrate proof of beneficial ownership to virtually attend the

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