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PLUG Plug Power

Filed: 4 Aug 21, 4:20pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2021

 

 

Plug Power Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 1-34392 22-3672377

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

968 Albany Shaker Road,

Latham, New York

 12110
(Address of principal executive offices) (Zip Code)

(518) 782-7700

Registrant’s telephone number, including area code:

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share PLUG The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.07.

Submission of Matters to a Vote of Security Holders.

Plug Power Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”) in a virtual meeting format via live audio webcast on July 30, 2021. At the Annual Meeting, the Company’s stockholders voted upon the following five matters:

1. The election of Andrew J. Marsh, Gary K. Willis, and Maureen O. Helmer as Class I Directors, each to hold office until the Company’s 2024 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal.

2. The approval of the Fifth Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of common stock from 750,000,000 shares to 1,500,000,000 shares.

3. The approval of the Plug Power Inc. 2021 Stock Option and Incentive Plan.

4. The approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers.

5. The ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

At the Annual Meeting, the stockholders elected Andrew J. Marsh, Gary K. Willis, and Maureen O. Helmer as Class I Directors, approved the Fifth Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, approved the Plug Power Inc. 2021 Stock Option and Incentive Plan, approved the non-binding advisory resolution regarding the compensation of the Company’s named executive officers, and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

Set forth below are the final voting results for each matter voted upon:

Proposal 1 – Election of Class I Directors

 

Director

  For   Withheld   Broker Non-Votes 

Andrew J. Marsh

   289,643,929    4,432,500    76,344,190 

Gary K. Willis

   209,777,049    84,299,380    76,344,190 

Maureen O. Helmer

   246,191,525    47,884,904    76,344,190 

Proposal 2 – Approval of the Fifth Certificate of Amendment of the Amended and Restated Certificate of Incorporation

 

For

  

Against

  

Abstain

  

Broker Non-Votes

313,359,558

  55,198,226  1,862,835  0

Proposal 3 – Approval of the Plug Power Inc. 2021 Stock Option and Incentive Plan

 

For

  

Against

  

Abstain

  

Broker Non-Votes

247,893,109

  43,883,630  2,299,690  76,344,190

Proposal 4 – Non-binding, Advisory Vote on Named Executive Officer Compensation

 

For

  

Against

  

Abstain

  

Broker Non-Votes

157,023,255

  134,670,523  2,382,651  76,344,190

Proposal 5 – Ratification of Appointment of KPMG

 

For

  

Against

  

Abstain

  

Broker Non-Votes

352,051,900

  15,610,084  2,758,635  0

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  PLUG POWER INC.
Date: August 4, 2021  By: 

/s/ Paul Middleton

   

Paul Middleton

Chief Financial Officer