UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(a) Departure of Jean A. Bua and Jonathan M. Silver
On July 5, 2023, Jean A. Bua, a Class II director of the Board of Directors (the “Board”) of Plug Power Inc. (the “Company”), and Chair of the Board’s Audit Committee, notified the Company of her decision to resign from the Board effective immediately. Ms. Bua has served on the Board since April 2022. Ms. Bua’s decision to resign from the Board is solely for personal reasons and not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On July 10, 2023, Jonathan M. Silver, a Class III director of the Board and member of the Board’s Nominating and Corporate Governance Committee and Regulatory Affairs Committee, notified the Company of his decision to resign from the Board effective immediately. Mr. Silver has served on the Board since June 2018. Mr. Silver’s decision to resign from the Board is solely for personal and business reasons and he has not advised the Company of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Following his resignation, Mr. Silver will serve as a consultant to the Company for a period of 12 months and has entered into a consulting agreement with the Company, effective as of July 10, 2023.
In connection with Mr. Silver’s resignation, the Board approved the appointment of current Board member, Gary K. Willis, as a member of the Board’s Nominating and Corporate Governance Committee, effective immediately. Following Mr. Willis’ appointment, the members of the Nominating and Corporate Governance Committee are Maureen O. Helmer and Gary K. Willis.
The Company wishes to express its gratitude to Ms. Bua and Mr. Silver for each of their contributions to the Board.
(d) Appointment of New Directors
On July 10, 2023, the Board appointed Patrick Joggerst and Mark J. Bonney as directors of the Company to fill the vacancies created by the departure by Ms. Bua and Mr. Silver. In addition, Mr. Bonney will replace Ms. Bua as the Chair of the Audit Committee of the Board effective immediately.
Patrick Joggerst
Patrick Joggerst has been designated as a Class III director to serve until the Company’s 2026 annual meeting of the stockholders or until his successor has been duly elected and qualified, or until his earlier death, removal or resignation. The Board has determined that Mr. Joggerst is an independent director as defined in the NASDAQ Stock Market listing standards and applicable Securities and Exchange Commission (“SEC”) rules and regulations.
Patrick Joggerst is currently the Founder and Principal at J2 Consulting, a management consulting practice focusing on organization transformation and sales acceleration. From January 2018 until November 2021, Mr. Joggerst served as Chief Marketing Officer and Executive Vice President of Business Development at Ribbon Communications Inc. (NASDAQ: RBBN), a publicly traded software, analytics and cloud solutions provider for communications services, which was created from the merger of Genband US LLC (“GENBAND™”), a provider of carrier and enterprise network transformation and real-time communications solutions, and Sonus Networks, Inc. (NASDAQ: SONS), a publicly traded cloud-based communications distributor that offers mobile network operation and Microsoft solutions. Prior to his role with Ribbon Communications Inc., he served as an Executive Vice President of Global Sales and Marketing at GENBAND™ from January 2016 to December 2017 and as the Chief Marketing Officer and Executive Vice President from March 2015. Mr. Joggerst has more than 25 years of experience in various roles in the technology, software, marketing, and telecommunications sectors. Mr. Joggerst holds a B.S. in Foreign Service from Georgetown University, with a concentration in international commerce and finance.
Mark J. Bonney
Mark J. Bonney has been designated as a Class II director to serve until the Company’s 2025 annual meeting of the stockholders or until his successor has been duly elected and qualified, or until his earlier death, removal or resignation, and as the Chair of the Audit Committee. The Board has determined that Mr. Bonney is an independent director as defined in the NASDAQ Stock Market listing standards and applicable SEC rules and regulations.
Mark J. Bonney currently serves as President and Chief Executive Officer of On Board Advisors, LLC, a financial and strategic advisory firm. Mr. Bonney previously served on the board of directors of Zix Corporation, a then-publicly traded provider of cloud email security solutions, from January 2013 until its merger in December 2021. Mr. Bonney also previously served as a director of SeaChange International, Inc. (NASDAQ:SEAC), a publicly traded provider of end-to-end video delivery and management software solutions for cable wireless, OTT and other content providing enterprises, from August 2017 through December 2019, including as Executive Chair and principal executive officer from April 2019 through October 2019, and Independent Chairman from October 2019 through December 2019. From May 2018 until its merger in April 2019, he served as President and Chief Executive Officer and a director of RhythmOne plc (LON:RTHM) (previously known as Blinkx and also known as RhythmOne Group), an online publicly traded provider of multi-screen digital advertising company, where he also served as the Interim Chief Financial Officer from February 2019 to April 2019. Prior to that, Mr. Bonney served as President and Chief Executive Officer of MRV Communications, Inc. (NASDAQ:MRVC), a publicly traded supplier of network equipment to the telecommunications industry, from December 2014 until its sale in August 2017 and as a director of MRV Communications, Inc. from April 2013 to August 2017. Mr. Bonney previously served as a director of Sigma Designs, Inc., a provider of system-on-a-chip semiconductor solutions for smart homes, from August 2012 through August 2015; Executive Vice President and Chief Financial Officer of Direct Brands, Inc., a direct to consumer media company, from 2010 to 2012; vice president and general manager of the Authentication Solutions Group of JDS Uniphase Corporation (“JDSU”), an optical technologies and telecommunications firm, from 2008 to 2010; and as a director from 2003 until 2005, and Executive Vice President and Chief Financial Officer from 2005 to 2008, of American Bank Note Holographics, Inc., an optical security device company, which was acquired by JDSU. Mr. Bonney has also previously held executive roles with technology companies, including President, Chief Operating Officer and a director of Axsys Technologies, Inc., a manufacturer of components and subsystems for aerospace, defense, data storage, medical and other high technology applications, from 1999 to 2002, and Chief Financial Officer of Zygo Corporation, a manufacturer of components for semiconductor, data storage and industrial markets, from 1993 to 1999. Mr. Bonney holds a B.S. in Business from Central Connecticut State University and an M.B.A. from the University of Hartford.
For their service as non-employee directors, Mr. Joggerst and Mr. Bonney will each be compensated in accordance with the Non-Employee Director Compensation Plan.
The Company and each of Mr. Joggerst and Mr. Bonney entered into the Company’s standard indemnification agreement for non-employee directors.
There are no arrangements or understandings between Mr. Joggerst and Mr. Bonney and any other person pursuant to which Mr. Joggerst and Mr. Bonney were elected as directors. There are no transactions in which Mr. Joggerst and Mr. Bonney have an interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On July 10, 2023, the Company issued a press release with respect to the appointment of Patrick Joggerst and Mark J. Bonney to the Board. A copy of the press release is furnished herewith as Exhibit 99.1.
The information included in this Item 7.01 and Exhibit 99.1 of this Current Report are not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall this item and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such future filing.
| Item 8.01 | Other Events. |
As previously disclosed, Lucas P. Schneider, a Class III director on the Board and a member of the Board’s Corporate Governance and Nominating Committee, did not stand for reelection at the Company’s 2023 annual meeting of stockholders and his term on the Board expired on June 27, 2023. Notwithstanding Mr. Schneider’s resignation from the Board, the Board, based on the recommendation of the Compensation Committee of the Board, determined to accelerate 6,789 unvested shares subject to options and 6,789 unvested restricted stock units previously granted to Mr. Schneider, which would have fully vested as of June 30, 2023, to acknowledge his service on the Board through June 27, 2023.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release of Plug Power Inc. dated July 10, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 10, 2023 | By: | /s/ Paul Middleton |
| Paul Middleton | ||
| Chief Financial Officer | ||
Exhibit 99.1
Plug Power Announces Changes to Board of Directors
Two prominent leaders in technology transformation, strategy, and innovation join the Board of Directors to propel the company to the next phase of its growth as a vertically integrated green hydrogen company
LATHAM, N.Y., July 10, 2023 -- Plug Power Inc. (NASDAQ: PLUG), a leading provider of comprehensive hydrogen solutions for the global green hydrogen economy, today announced changes to its Board of Directors. With strong backgrounds in technology transformation, entrepreneurship, and innovation, Patrick Joggerst and Mark Bonney join the company’s Board effective immediately to help propel Plug to the next phase of its growth as a vertically integrated green hydrogen company. Additionally, Mr. Bonney will chair Plug’s audit committee.
Mr. Joggerst brings more than 40 years of expertise and experience as an executive-level leader navigating complex transformations. Throughout his career in telecom infrastructure and services, Mr. Joggerst played a key role in spearheading significant technology transformations, including AT&T’s international connectivity transition from satellite to undersea fiber, the transition from landline to mobile at companies such as PrimeCo, Telcordia, and Aricent, and the globalization of services and supply chains for numerous companies. He currently serves as Principal and Founder of J2 Consulting, a management consulting firm focused on organizational transformation and sales acceleration.
Mr. Bonney brings a wealth of experience in finance, strategy, and executive leadership, having served various executive roles and as a director for several prominent public companies. He currently holds the position of President and CEO at On Board Advisors, LLC, a renowned financial and strategic advisory firm. Mr. Bonney's expertise has proven invaluable in driving growth and delivering strategic insights to organizations across industries. Mr. Bonney currently serves on the board of TileShop Holdings Inc., and has served as a director and, or, held executive positions at esteemed companies such as SeaChange International, Inc., MRV Communications, Inc., Sigma Designs, Inc., Direct Brands, Inc., JDS Uniphase Corporation, American Bank Note Holographics, Inc., Axsys Technologies, Inc., and Zygo Corporation. Throughout his career, Mr. Bonney has demonstrated exceptional leadership, financial acumen, and strategic vision.
In addition, Jean Bua and Jonathan Silver stepped down from Plug’s Board of Directors effective immediately. Mr. Silver will assume a new role as consultant to Plug.
“On behalf of the Plug Power team, we are extremely grateful for the contributions of Jean Bua and Jonathan Silver to the company’s Board, and we are excited to welcome Patrick Joggerst and Mark Bonney to the Board. As we continue to execute on building the preeminent green hydrogen company, they will add critical new dimensions to our Board’s expertise in the areas of technology transformation, entrepreneurship, and innovation,” said Andy Marsh, Plug’s CEO.
About Plug
Plug is building an end-to-end green hydrogen ecosystem, from production, storage and delivery to energy generation, to help its customers meet their business goals and decarbonize the economy. In creating the first commercially viable market for hydrogen fuel cell technology, the company has deployed more than 60,000 fuel cell systems and over 180 fueling stations, more than anyone else in the world, and is the largest buyer of liquid hydrogen. With plans to build and operate a green hydrogen highway across North America and Europe, Plug is operating a state-of-the-art Gigafactory to produce electrolyzers and fuel cells, and is commissioning multiple green hydrogen production plants that will yield 500 tons of liquid green hydrogen daily by year end 2025. Plug will deliver its green hydrogen solutions directly to its customers and through joint venture partners into multiple environments, including material handling, e-mobility, power generation, and industrial applications. For more information, visit www.plugpower.com.
Safe Harbor Statement
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve significant risks and uncertainties about Plug Power Inc. (“PLUG”), including but not limited to statements about PLUG’s newly appointed directors and PLUG’s expectation in continuing to execute on building a preeminent green hydrogen company. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in these statements, including that Plug continues to incur losses and might never achieve or maintain profitability, that Plug will need to raise additional capital to fund its operations and such capital may not be available to the company, global economic uncertainty, including inflationary pressures, fluctuating interest rates, bank failure, and supply chain disruptions, and that Plug’s lack of extensive experience in manufacturing and marketing of certain of its products may impact its ability to manufacture and market products on a profitable and large-scale commercial basis. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of PLUG in general, see PLUG’s public filings with the Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of PLUG’s Annual Report on Form 10-K for the year ended December 31, 2022, PLUG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and any subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements are made as of the date hereof, and PLUG undertakes no obligation to update such statements as a result of new information.
MEDIA CONTACT
Kristin Monroe
Allison+Partners
plugPR@allisonpr.com
Cover |
Jul. 05, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 05, 2023 |
| 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 |