PLUG POWER INC 8-K

What Happened Plug Power Inc. announced on February 5, 2026 (8-K) that its reconvened special meeting of stockholders, held at 10:00 a.m. ET, was further adjourned because two proposed amendments to the company's charter did not receive enough votes. The proposals were: (1) adjust voting requirements for certain future charter amendments to align with Section 242(d)(2) of the Delaware General Corporation Law; and (2) increase authorized common shares from 1,500,000,000 to 3,000,000,000. Preliminary vote tabulation showed approximately 39.63% in favor of Proposal 1 and 49.40% in favor of Proposal 2.

Key Details

• Reconvened meeting date and time: February 5, 2026 at 10:00 a.m. ET; adjourned to reconvene February 17, 2026 at 4:00 p.m. ET.
• Proposal 1 (voting requirement change): ~39.63% voted in favor (insufficient).
• Proposal 2 (increase authorized common shares to 3,000,000,000): ~49.40% voted in favor (insufficient).
• Record date for voting: December 12, 2025; stockholders urged to vote by February 16, 2026 at 11:59 p.m. ET. Previously submitted proxies remain valid for the adjourned meeting.

Why It Matters The proposals relate directly to the company’s charter and share structure—changes that can affect governance and potential dilution. Because neither proposal received enough support, the charter remains unchanged for now, and management is soliciting additional votes before the reconvened meeting on February 17, 2026. Investors should note the vote counts, the potential for renewed solicitation, and that approval of Proposal 2 would authorize a materially larger share pool if passed at the adjourned meeting. For complete details and voting procedures, see the definitive proxy statement filed December 12, 2025 and the 8-K on the SEC site.