UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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 | ||||||