UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
As previously disclosed, on February 27, 2025, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Plug Power Inc. (the “Company”) approved an executive compensation program (the “Program”) pursuant to which eligible executives may elect to receive a portion of his or her earned base salary and annual cash incentive bonus for the fiscal year ending December 31, 2025 (the “2025 Compensation”) in shares of the Company’s common stock to be issued under the Company’s 2021 Stock Option and Incentive Plan, as amended. The Program permits eligible executives to make an one-time irrevocable election to receive 25%, 50% or 75% of their 2025 Compensation in shares of the Company’s common stock.
The shares to be issued under the Program with respect to the base salary portion of the 2025 Compensation (the “Base Salary Elected Compensation”) will be issued on the last trading day of each calendar month of 2025 and the number of shares to be issued under the Program on each such date will be determined by dividing the Base Salary Elected Compensation that would have otherwise been paid in cash with respect to such month, by the trailing average 30-day closing price of the Company’s common stock on The NASDAQ Capital Market on such date, rounded up to the nearest whole share.
The shares to be issued under the Program with respect to the annual cash incentive bonus portion of the 2025 Compensation (the “Bonus Elected Compensation”) will be issued on the date that the annual cash bonus for fiscal year 2025 (if any) is paid to an eligible executive (but in no event later than March 15, 2026) and the number of shares to be issued under the Program on such date will be determined by dividing the Bonus Elected Compensation that would have otherwise been paid in cash on such date, by the trailing average 30-day closing price of the Company’s common stock on The NASDAQ Capital Market on such date, rounded up to the nearest whole share.
The Program is designed to comply with the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 16b-3 of the Exchange Act. Once an election is made, it runs for the full year 2025 and is irrevocable, and participation levels may not be changed after the close of the enrollment period. All shares of common stock issued under the Program will be fully vested upon issuance.
The enrollment period for the executive compensation program recently concluded, and Andrew Marsh elected to have 50% of his 2025 Compensation paid in shares of the Company’s common stock.
SIGNATURE
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: March 20, 2025 | By: | /s/ Paul Middleton |
| Name: Paul Middleton | ||
| Title: Chief Financial Officer | ||