PLUG POWER INC DEFA14A Filing

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0001104659-25-123805.txt : 20251222 0001104659-25-123805.hdr.sgml : 20251222 20251222170056 ACCESSION NUMBER: 0001104659-25-123805 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20251222 DATE AS OF CHANGE: 20251222 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: 251593221 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 tm2534043d1_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 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&