UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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| of incorporation) | Number) | Identification No.) | ||
| (Address of principal executive offices) | (Zip Code) |
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(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):
Securities registered pursuant to 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
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| The
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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 2022 annual meeting of stockholders (the “Annual Meeting”) on June 30, 2022 at 10:00 a.m. Eastern Time. At the Annual Meeting, the Company’s stockholders voted upon the following four matters:
| 1. | The election of George C. McNamee, Gregory L. Kenausis, and Jean A. Bua as Class II Directors, each to hold office until the Company’s 2025 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 an amendment to the Plug Power Inc. 2021 Stock Option and Incentive Plan as described in the Company’s proxy statement. |
| 3. | The approval of the non-binding, advisory resolution regarding the compensation of the Company’s named executive officers. |
| 4. | The ratification of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. |
At the Annual Meeting, the stockholders elected George C. McNamee, Gregory L. Kenausis, and Jean A. Bua as Class II Directors, approved the amendment to 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 Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
Set forth below are the final voting results for each matter voted upon:
Proposal 1 - Election of Class II Directors
| Director | For | Withheld | Broker Non- Votes | |||||||||
| George C. McNamee | 236,157,080 | 40,377,854 | 90,658,352 | |||||||||
| Gregory L. Kenausis | 237,689,408 | 38,845,526 | 90,658,352 | |||||||||
| Jean A. Bua | 272,583,383 | 3,951,551 | 90,658,352 | |||||||||
Proposal 2 - Approval of an Amendment to the Plug Power Inc. 2021 Stock Option and Incentive Plan
| For | Against | Abstain | Broker Non-Votes | |||
| 249,359,837 | 1,066,357 | 26,108,740 | 90,658,352 |
Proposal 3 - Non-binding, Advisory Vote on Named Executive Officer Compensation
| For | Against | Abstain | Broker Non-Votes | |||
| 187,353,922 | 12,526,170 | 76,654,842 | 90,658,352 |
Proposal 4 - Ratification of Appointment of Deloitte
| For | Against | Abstain | Broker Non-Votes | |||
| 363,136,906 | 744,748 | 3,311,632 | 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: July 1, 2022 | By: | /s/ Paul Middleton |
| Paul Middleton | ||
| Chief Financial Officer | ||
Cover |
Jun. 30, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 30, 2022 |
| Entity File Number | 1-34392 |
| Entity Registrant Name | Plug Power Inc. |
| Entity Central Index Key | 0001093691 |
| Entity Tax Identification Number | 22-3672377 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 968 Albany Shaker Road |
| Entity Address, City or Town | Latham |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 12110 |
| City Area Code | 518 |
| Local Phone Number | 782-7700 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.01 per share |
| Trading Symbol | PLUG |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |