PLUG POWER INC

DEF 14A 1 tm2527479-4_def14a.htm DEF 14A

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. )

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

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☐ Soliciting Material Pursuant to § 240.14a-12

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

December 12, 2025

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Plug Power Inc., a Delaware corporation (“Plug Power,” “Plug” or the “Company”), to be held virtually via live audio webcast on January 29, 2026, at 10:00 a.m. Eastern Time. Plug’s stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/PLUG2026SM.

Two Critical Charter Amendments

At the Special Meeting, you will be asked to approve two important charter amendments that directly affect the Company’s ability to raise capital, meet its contractual obligations and execute its business strategy.

First, the Company is asking stockholders to approve an amendment to correct a structural limitation in its charter that prevents the Company from using the lower voting standard available to many publicly traded Delaware corporations under Section 242(d)(2) of the Delaware General Corporation Law (the “DGCL”), which permits certain charter amendments with approval of a majority of votes cast, rather than a majority of all outstanding shares entitled to vote on such charter amendments. This amendment will align the Company’s voting standard with current Delaware statutes and eliminate an unnecessary procedural constraint on future corporate actions by allowing a more achievable voting standard for, among other things, future amendments to increase or decrease the authorized number of shares of common stock.

Second, the Company is asking stockholders to approve an amendment to increase the number of authorized shares of common stock. The Company is nearing the limit of its currently authorized shares of common stock, which restricts its ability to raise capital and meet obligations under existing agreements.

Background

At the annual meeting of stockholders held on July 3, 2025 (the “2025 Annual Meeting”), the Company sought stockholder approval to amend its charter to increase the number of authorized shares of common stock from 1.5 billion to 3.0 billion (the “Authorized Share Increase Proposal”). The proposal received strong support from approximately 84% of voting stockholders. However, because the Company’s charter requires approval by a majority of all outstanding shares — not votes cast — the proposal did not pass, leaving the Company with a critically limited number of shares available for issuance.

At the same meeting, the Company sought and received stockholder approval to effect a reverse stock split as a contingency measure, which would have the effect of reducing the number of issued shares and thereby increasing authorized shares of common stock available for issuance. Accordingly, the Company currently has the ability to effect a reverse stock split if needed.

Why We Are Asking You to Vote Again

Following the 2025 Annual Meeting, the Company received feedback from stockholders expressing concern about using a reverse stock split to increase authorized shares available for issuance. Based on this stockholder feedback, as well as the Company’s own assessment of the advantages of directly amending the charter relative to implementing a reverse stock split, the Board of Directors (the “Board”), in consultation with outside counsel, determined it advisable and in the best interests of the Company and its stockholders to pursue a two-part solution:

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Amend the Company’s charter to take advantage of recent amendments to Section 242(d)(2) of the DGCL, which make future charter amendments more achievable; and

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Again seek stockholder approval to amend the Company’s charter to increase the number of authorized shares of common stock.

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If the proposal to increase authorized shares is not approved by stockholders, the Company will proceed with a reverse stock split as previously authorized.

Your Vote Is Critical

The Company currently has less than 0.4% of its total authorized shares of common stock available for future issuance. Without additional authorized shares, the Company will not be able to:

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Meet its contractual obligations to increase authorized shares of common stock by February 28, 2026;

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Raise capital necessary for operations and growth; and

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Execute on its business plans and strategy.

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The proxy statement, with the accompanying formal notice of the meeting, describes these proposals in more detail and explains how to vote your shares and submit questions at the Special Meeting. We encourage you to vote as soon as possible — even if you plan to attend virtually — by submitting your proxy online, by telephone, or by mail. Prompt voting helps the Company avoid additional solicitation costs.

We appreciate your continued investment and support, and we look forward to your participation in the Special Meeting on January 29, 2026.

Sincerely,

Andrew J. Marsh

Chief Executive Officer

(518) 782-7700

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on January 29, 2026

NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the “Special Meeting”) of Plug Power Inc., a Delaware corporation (the “Company”), will be held on January 29, 2026, virtually at www.virtualshareholdermeeting.com/PLUG2026SM, at 10:00 a.m. Eastern Time, for the purpose of considering and voting upon:

The approval of an amendment to the Company’s charter to adjust the voting requirements for certain future amendments to the charter to align with Section 242(d)(2) of the Delaware General Corporation Law (the “DGCL”).

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The approval of an amendment to the Company’s charter to increase the number of authorized shares of the Company’s common stock from 1,500,000,000 to 3,000,000,000 shares.

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The approval of the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes for the approval of Proposal 1 or Proposal 2.

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The Special 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 Special Meeting in person.

The Board of Directors has fixed the close of business on December 12, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. Only holders of record of the Company’s common stock at the close of business on such record date will be entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof.

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

THE IMPORTANCE OF SUBMITTING A PROXY TO VOTE YOUR SHARES PROMPTLY

It is imperative that you submit a proxy to 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 submit a proxy to vote such holder’s shares so that we can achieve a quorum and hold the Special Meeting.

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

If your shares are registered in your name, you may submit a proxy to 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 submit a proxy to vote by telephone or the Internet and then decide to vote your shares online during the Special 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 Special Meeting through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary to ensure your shares are voted.

This notice of the Special Meeting, the proxy statement and the form of proxy enclosed are available for viewing, printing and downloading at www.proxyvote.com.

By Order of the Board of Directors

Gerard L. Conway, Jr.

Corporate Secretary

Slingerlands, NY

December 12, 2025