PLUG POWER INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material Pursuant to § 240.14a-12

​

​

(Name of Registrant as Specified In Its Charter)

​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11.

​

Dear Fellow Stockholder,

At Plug, we’ve long understood that meaningful progress doesn’t come easily. For over 25 years, we’ve built an American company rooted in innovation, manufacturing, and a willingness to solve hard problems. Our work has helped define how hydrogen can strengthen energy security and fuel industrial competitiveness — a mission that matters now more than ever.

The environment we operate in today is tough. The hydrogen sector continues to evolve, infrastructure is scaling, and the broader economic climate remains uncertain. We’re not immune to these pressures — but we are responding with focus, resilience, and accountability.

In 2025, we’re concentrating our energy and resources on three core areas: material handling, electrolyzers, and hydrogen supply. These are the businesses where Plug holds competitive advantages — and where we can deliver the most meaningful impact for our customers, partners, and the U.S. economy.

In material handling, Plug remains a global leader in hydrogen-powered logistics. We’ve deployed more than 72,000 GenDrive fuel cells across 300+ sites, powering critical supply chain operations for companies like Walmart, Amazon, and Home Depot. This year, we welcomed Southwire, one of North America’s largest wire and cable producers, as a new customer committed to reducing emissions across its operations. In Europe, we partnered with Toyota Material Handling Europe and STEF to bring hydrogen-powered forklifts to cold-storage distribution centers in France and Spain — reinforcing hydrogen’s practical value in everyday commerce.

In electrolyzers, Plug continues to demonstrate American leadership in advanced manufacturing. Our Rochester, NY Gigafactory is producing next-generation PEM stacks which power projects on five continents, including a 100 MW deployment with Galp in Portugal and a 25 MW system with bp and Iberdrola in Spain. These systems are designed, built, and shipped by U.S. engineers — supporting global industrial needs while creating value here at home.

In hydrogen supply, we’re building the infrastructure that makes energy independence real. Our green hydrogen network is now producing at scale:

•

Georgia Plant: Since January 2024, our Woodbine facility has been generating 15 tons per day (TPD) of liquid hydrogen — the largest operational plant of its kind in the United States.

​

•

Tennessee Plant: Production resumed in early 2024, adding another 10 TPD and strengthening fuel reliability across the Midwest and East Coast.

​

•

Louisiana Plant: Our newest site in St. Gabriel, developed in partnership with Olin Corporation, adds 15 TPD with direct access to major transportation corridors.

​

Together, these facilities provide 40 TPD of American-made hydrogen — fueling industry and logistics while reducing reliance on foreign energy sources.

Hydrogen is central to energy independence. It delivers clean, reliable power while strengthening the U.S. grid and reducing our dependence on imported fuels. Plug’s hydrogen and fuel cell solutions support decentralized generation and reinforce the backbone of our industrial base. With every plant we bring online, we’re contributing to a stronger, more resilient American energy system.

We know there’s work ahead. We know the market is watching. And we know credibility is earned through action — that’s exactly where we’re focused. Thank you for your continued support and belief in Plug. We’re building something important, and we’re in this for the long haul.

Sincerely,

Andrew J. Marsh

Slingerlands, NY 12159​

June 9, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Plug Power Inc., a Delaware corporation (“Plug Power,” “Plug” or the “Company”), to be held via live audio webcast at www.virtualshareholdermeeting.com/PLUG2025 on July 3, 2025, at 10:00 a.m. Eastern Time. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions online during the virtual meeting. You will need the 16-digit control number, which is located on your proxy card, to attend the Annual Meeting. Details regarding admission to the Annual Meeting and the business to be conducted are more fully described in the accompanying proxy statement.

The proxy statement, with the accompanying formal notice of the meeting, describes the matters expected to be acted upon at the Annual Meeting as well as information on how you can vote your shares and submit questions at the Annual Meeting. Only holders of record of Plug Power’s common stock at the close of business on June 9, 2025 will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

Your vote is important. Your proxy or voting instruction card includes specific information regarding the several ways to vote your shares. We encourage you to vote as soon as possible, even if you plan to attend the Annual Meeting virtually. You may vote over the Internet, by telephone or by mail. By promptly submitting your vote, you will save the Company the expense of further proxy solicitation.

If you have any questions, please contact MacKenzie Partners, Inc., which is assisting with the solicitation, toll-free at (800) 322-2885 or at proxy@mackenziepartners.com.

We hope that you will join us on July 3, 2025. Your investment and continued support of Plug Power are very much appreciated.

Sincerely,

Andrew J. Marsh

Slingerlands, NY 12159

(518) 782-7700

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on July 3, 2025

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Plug Power Inc., a Delaware corporation (the “Company”), will be held on July 3, 2025, virtually at www.virtualshareholdermeeting.com/PLUG2025, at 10:00 a.m. Eastern Time, for the purpose of considering and voting upon:

The election of three (3) Class II Directors, each to hold office until the Company’s 2028 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal.

​

​

The approval of an amendment to the Company’s amended and restated certificate of incorporation, as amended (the “charter”), to increase the number of authorized shares of the Company’s common stock from 1,500,000,000 shares to 3,000,000,000 shares.

​

The approval of an amendment to the Company’s charter to, at the discretion of the Board of Directors, effect a reverse stock split with respect to the Company’s issued common stock, including stock held by the Company as treasury shares, at a ratio of not less than 1-for-5 and not more than 1-for-200, with the exact ratio to be determined by the Board of Directors.

​

​

The approval of an amendment to the Company’s charter to provide that the authorized number of shares of the Company’s common stock or undesignated preferred stock may be increased or decreased by the requisite vote of the holders of capital stock entitled to vote thereon, without either class voting as a separate class irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law (the “DGCL”).

​

The approval of an amendment to the Company’s charter to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the DGCL.

​

The approval of an amendment to the Company’s 2021 Stock Option and Incentive Plan, as amended (the “2021 Plan”), to increase the number of shares of the Company’s common stock reserved thereunder by 40,000,000 shares, from 51,400,000 shares to 91,400,000 shares.

​

The approval of the non-binding, advisory vote regarding the compensation of the Company’s named executive officers as described in this proxy statement.

​

The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025.

​

Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

​

This year’s Annual Meeting will be held in a virtual-only meeting format. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person.

The Board of Directors has fixed the close of business on June 9, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Only holders of record of the Company’s common stock and the holder of the Series F Mirroring Preferred Stock at the close of business on such record date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

A list of stockholders entitled to vote at the Annual Meeting will be open to examination by any stockholders, for any purpose germane to the Annual Meeting, during ordinary business hours, for a period of at least ten days prior to the Annual Meeting at the principal executive offices of the Company at 125 Vista Boulevard, Slingerlands, New York 12159. The stockholder list will also be available during the Annual Meeting.

THE IMPORTANCE OF VOTING YOUR SHARES PROMPTLY

Annually, we solicit your input on matters that are important to all stockholders, and we invest substantial resources preparing and mailing these materials, so that you may carefully consider the issues and cast a vote. It is imperative that you vote your shares, no matter how many shares you own. Unlike many companies where the majority of the outstanding shares are held by institutional investors, a majority of our stockholders are retail investors who generally hold smaller numbers of shares than institutional investors. As a result, it is important that every stockholder authorize a proxy so that we can achieve a quorum and hold the Annual Meeting.

Whether or not you expect to attend the Annual Meeting virtually, please vote your shares to ensure your representation and the presence of a quorum at the Annual Meeting. Your vote is important regardless of the number of shares you own.

If your shares are registered in your name, you may vote your shares on the Internet by visiting www.proxyvote.com, by telephone by calling 1-800-690-6903 and following the recorded instructions or by completing, signing, dating, and returning a proxy card. If you mail your proxy card or vote by telephone or the Internet and then decide to vote your shares online during the Annual Meeting, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. See “Can I change my vote or revoke my proxy?”

If your shares are held in the name of a broker, bank or other nominee, and you receive notice of the Annual Meeting through your broker or through another intermediary, please vote or complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary.

This notice of the Annual Meeting, the proxy statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available for viewing, printing and downloading at www.proxyvote.com.

Slingerlands, NY

June 9, 2025