PLUG POWER INC 8-K

What Happened
Plug Power Inc. announced results from its special meeting held Jan 29, 2026 and adjourned the meeting to Feb 5, 2026 to allow additional proxy solicitation for two proposed amendments to its certificate of incorporation. Stockholders of record as of Dec 12, 2025 were represented by 732,799,970 shares (quorum). The proposals voted on were: (1) change voting requirements to align with Delaware law Section 242(d)(2); (2) increase authorized common shares from 1,500,000,000 to 3,000,000,000; and (3) adjourn the meeting to solicit more votes. The adjournment (Proposal 3) passed; the company will reconvene Feb 5, 2026 and is hosting an investor Q&A townhall on Feb 2, 2026.

Key Details

• Record date: Dec 12, 2025; shares present (in person or by proxy): 732,799,970.
• Proposal 1 (adjust voting requirements): For 514,731,695; Against 32,017,556; Abstain 8,930,577; Broker Non‑Votes 177,120,142.
• Proposal 2 (increase authorized common stock to 3,000,000,000): For 652,862,960; Against 73,653,746; Abstain 6,283,264; Broker Non‑Votes 0.
• Proposal 3 (adjourn meeting): For 653,755,763; Against 66,921,007; Abstain 12,123,200. Reconvened special meeting: Feb 5, 2026 at 10:00 a.m. ET; investor townhall: Feb 2, 2026 at 10:00 a.m. ET (webcast and dial‑in available).

Why It Matters
The company is seeking shareholder approval to double its authorized common shares, which, if approved in the future, would give the company the ability to issue more shares (a potential source of dilution or future financing flexibility). The proposed change to charter voting requirements affects how future charter amendments would be approved under Delaware law. The adjournment delays final outcomes until Feb 5, 2026 and gives management time to solicit additional proxies; investors should watch the reconvened vote and any follow‑up disclosures for final approvals and potential impacts on share count and governance.