PLUG POWER INC DEFA14A Filing

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0001104659-25-121843.txt : 20251217 0001104659-25-121843.hdr.sgml : 20251217 20251217085331 ACCESSION NUMBER: 0001104659-25-121843 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20251217 DATE AS OF CHANGE: 20251217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLUG POWER INC CENTRAL INDEX KEY: 0001093691 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] ORGANIZATION NAME: 04 Manufacturing EIN: 223672377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34392 FILM NUMBER: 251577361 BUSINESS ADDRESS: STREET 1: 125 VISTA BOULEVARD CITY: SLINGERLANDS STATE: NY ZIP: 12159 BUSINESS PHONE: 5187827700 MAIL ADDRESS: STREET 1: 125 VISTA BOULEVARD CITY: SLINGERLANDS STATE: NY ZIP: 12159 DEFA14A 1 tm2533733d1_defa14a.htm DEFA14A 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 Subject Company: Plug Power Inc. Commission File No.: 001-34392 The following e-mail communication was sent to employees of Plug Power Inc. on December 17, 2025. Subject: Action Needed: Instructions to Cast Your Vote for Plug’s Special Meeting of Stockholders on Jan. 12 Dear Employees, Plug will hold a Special Meeting of Stockholders on Monday, January 12. As a Plug employee, you may have shares to vote at the Special Meeting. We urge you to please vote your shares today per the instructions below. Voting Instructions : 1. Call Sodali LLC at (833) 924-7453 and you may vote over the phone. 2. Send an email to plug@investor.sodali.com instructing Sodali LLC to vote your shares and provide instructions regarding how you want to vote for each of the 3 proposals (example: as the Board of Directors recommends, or FOR ALL Proposals) and include “ Plug Power (PLUG) Special Meeting 1/12/2026 ” as the subject of the email. 3. Alternatively, you may receive proxy voting instructions in the mail with control number and you may choose to follow those instructions to vote; however, Options #1 and #2 above are the preferred method for voting. Q: How do I know if I have Plug shares to vote? You may own Plug shares through a company-authorized Shareworks account and/or through a personal brokerage account. You should review your individual accounts to determine whether you hold shares eligible to vote. Q: How do I vote my shares accumulated through my 401(k) plan’s Company match? The Company will vote all shares held in the 401(k) plan account. Q: What are the proposals up for vote and what is the Company’s recommendation? The Company recommends that you vote your shares as follows:Proposal 1 —  FOR an amendment of Plug’s charter to increase the number of authorized shares of common stock from 1.5 billion to 3.0 billion shares. Proposal 2 —  FOR an amendment of Plug’s charter to align the Company’s charter voting standards with recent amendments to Delaware law. Proposal 3 – FOR the approval of the adjournment of the Special Meeting to a later date or dates, if ne