SEC Form DEFA14A filed by 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

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

PLUG POWER INC.

(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):

Filed by Plug Power Inc.

Pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Plug Power Inc.

Commission File No.: 001-34392

The following is the text of a press release issued by Plug Power Inc. on January 29, 2026:

Plug Power Announces Adjournment of Special Meeting of Stockholders

Slingerlands, NY, January 29, 2026 - Plug Power Inc. (NASDAQ: PLUG), a global leader in comprehensive hydrogen solutions for the hydrogen economy, today announced that it convened and adjourned its Special Meeting of Stockholders (the “Special Meeting”) until Thursday February 5, 2026 at 10:00 a.m. ET.

Proposals 1 and 2 require the affirmative vote of a majority of the Company’s outstanding shares. The Special Meeting was adjourned with respect to Proposals 1 and 2 to provide stockholders with additional time to vote and to facilitate broader participation.

As of the date of the Special Meeting, approximately 92.63% and 89.09%, respectively, of the votes cast supported Proposals 1 and 2; however, only approximately 36.93% and 46.86% of the Company’s outstanding shares were represented. The Company estimates that it needs an additional 13.07% of the outstanding shares to be voted in favor of Proposal 1 and an additional 3.14% of the outstanding shares to be voted in favor of Proposal 2 to satisfy the applicable voting requirement.

If Proposal 2 is not approved, the Company will proceed with a reverse stock split to increase its authorized shares of common stock available for issuance.

“We will continue our campaign to solicit votes for Proposals 1 and 2,” said Andy Marsh, Chief Executive Officer of the Company. “We are very close to approval of Proposal 2 – if a little over half of the shares currently voted against the proposal had instead been voted in favor, the proposal would have passed. We pursued this charter amendment in direct response to stockholder feedback expressing concern about increasing the Company’s authorized shares of common stock through a reverse stock split. While the Company currently has the ability to effect a reverse stock split if needed, we believe Proposal 2 represents a more measured and stockholder-responsive path forward, and we encourage stockholders to consider this carefully when casting their votes.”

The Company appreciates the strong level of support demonstrated by stockholders who have already voted. While meaningful progress has been made, additional stockholder participation is still needed. Stockholders still have time to vote. Each stockholder’s vote is important, regardless of the number of shares held. Stockholders are encouraged to vote “yes”, and stockholders who previously voted “no” or “abstain” are encouraged to change their vote to “yes.”

The Company urges all eligible stockholders to vote promptly to ensure their views are represented by following the detailed instructions on the Company’s website, www.plugpower.com. You may also connect with the Company’s proxy solicitor, Sodali & Co, at [email protected] for assistance in voting your shares.

Important Additional Information and Where to Find It

Plug has filed a definitive proxy statement and other relevant documents with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Special Meeting. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY because they contain important information about the matters to be voted on at the Special Meeting. Stockholders may obtain copies of these documents free of charge at the SEC’s website at www.sec.gov or on Plug’s website at www.plugpower.com.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Special Meeting. Information about the Company’s directors and executive officers is outlined in the definitive proxy statement for the 2025 Annual Meeting of Stockholders, which was filed with the SEC on June 9, 2025, and information about their ownership of Plug’s stock is outlined in the definitive proxy statement for the Special Meeting filed with the SEC on December 12, 2025.

MEDIA CONTACT
Teal Hoyos
[email protected]

The following information was posted by Plug Power Inc. on its website on January 29, 2026:

Plug Power Special Meeting Details

Plug Power has adjourned its Special Meeting of Stockholders (the “Special Meeting”) until Thursday February 5, 2026 at 10:00 a.m. ET.

If you owned shares of Plug Power Inc. as of the record date of December 12, 2025, you have the right to vote on important proposals at the adjourned Special Meeting of Stockholders on February 5, 2026. Every vote counts.  

Why is this meeting important? 

Each proposal is critical to our ability to operate and grow.  

Proposal #1 would modernize the Company’s voting standards by aligning the Company’s charter with current Delaware corporate law. If approved, this amendment would allow certain future charter amendments to be approved by a majority of votes cast, where permitted under the Delaware General Corporation Law (DGCL). 

This change ensures that outcomes are determined by the stockholders who actively participate in the voting process, rather than by shares that are not voted at all. Under the Company’s current charter, shares that are not voted effectively have the same impact as votes cast against a proposal, which can prevent proposals from passing even when a clear majority of voting stockholders support them. 

By aligning with current Delaware standards, this proposal helps ensure that stockholder intent is reflected more accurately and that the Company is governed in a manner consistent with modern corporate practices. 

Proposal #2 is essential to the Company’s ability to meet its financial obligations, maintain operating flexibility, and continue executing its business plan. Approval of this proposal would increase the number of authorized shares of common stock, providing the Company with the flexibility required to satisfy obligations as they come due and to support the ongoing needs of the business. 

If Proposal #2 is not approved, the Company will implement a reverse stock split in order to create sufficient share availability to meet its financial obligations and maintain business flexibility. 

What are the Board of Directors’ recommendations on how I should vote my shares? 

The Board unanimously recommends that you vote your shares as follows: 

Proposal 1 — FOR 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 DGCL. 

Proposal 2 — FOR 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. 

What is the record date and what does it mean? 

The record date (the “Record Date”) is December 12, 2025. Only stockholders of the Company as of this date are eligible to vote.  

How can I attend the Special Meeting? 

We will be hosting our Special Meeting via live webcast. Any stockholder as of the Record Date can attend the Special Meeting virtually at www.virtualshareholdermeeting.com/PLUG2026SM. The webcast will start at 10:00 a.m., Eastern Time, on February 5, 2026. Stockholders may vote and ask questions while attending the Special Meeting online. In order to be able to attend the Special Meeting, you will need the 16-digit control number, which is located on your proxy card. Instructions on how to participate in the Special Meeting are also posted online at www.proxyvote.com. 

If you hold your shares in “street name” through a broker, bank or other nominee, you will need to demonstrate proof of beneficial ownership to virtually attend the Special Meeting. A recent brokerage statement or a letter from your bank or broker showing your share ownership as of the Record Date are examples of proof of ownership. If you want to vote your shares held in street name in person, you must get a legal proxy in your name from the broker, bank or other nominee that holds your shares, and submit it with your vote. 

How do I vote my shares? 

Your vote is very important to us.

Follow the voting instructions included in the email or physical notice distributed by your bank, brokerage firm or other nominee. Please vote each and every voting instruction form or proxy card received as you may own shares in multiple accounts.

If you have misplaced the proxy materials or did not receive them please contact your bank, broker or other nominee and request your unique control number to vote at the Special Meeting. Additional details surrounding voting specific to common brokers is below.

You can contact the Company’s proxy solicitor, Sodali & Co, at (833) 924-7453 or [email protected].

What happens if the stockholders do not approve Proposal 1? 

If Proposal 1 is not approved by the stockholders, then the Company’s charter will not be amended to adjust the voting requirements for future amendments to the Company’s charter permitted under Section 242(d)(2) of the DGCL. Section 242(d) was recently added to the DGCL to modify the default voting standard for the approval by stockholders of amendments to a Delaware corporation’s charter to increase or decrease the corporation’s authorized shares or implement a reverse stock split, among other things. This recent amendment to Delaware law was designed to make it easier for publicly traded companies to obtain stockholder approval for certain charter amendments by changing the voting standard from a majority of shares outstanding to a majority of votes cast. The Company’s charter, however, predates this legislative change and still requires the more stringent voting standard. Proposal 1 would modernize the Company’s charter to take advantage of this updated Delaware law, bringing the Company in line with the current legal framework and other Delaware corporations that have adopted their charters more recently or have amended their charters to reflect this change. Proposal 1 would update the Company’s charter to align with current Delaware law and reduce the practical difficulties of obtaining the required vote, particularly given the Company’s large retail stockholder base and historically low voting participation rates. If the Company is not able to adjust the voting requirements for future amendments to the Company’s charter permitted under Section 242(d)(2) of the DGCL, the Company may need to effect a reverse stock split each time it needs to increase the number of shares of common stock available for issuance. This would be an inefficient approach that could negatively impact stockholders, as reverse stock splits would need to be implemented repeatedly rather than simply increasing authorized shares when needed. Approving Proposal 1 would provide the Company with greater flexibility and avoid the need for such repeated reverse stock splits in the future. 

What happens if the stockholders do not approve Proposal 2? 

If Proposal 2 is not approved by the stockholders, then the Company’s charter will not be amended to increase the number of authorized shares of the Company’s common stock. The Company received the requisite vote of stockholders at the 2025 Annual Meeting to approve the reverse stock split proposal. Accordingly, if Proposal 2 is not approved, the Company will effect a reverse stock split as a means of effectively increasing its number of authorized shares of common stock available for issuance. 

What vote is required to approve each proposal? 

For Proposal 1, the affirmative vote of the holders of a majority of the voting power of the shares of common stock outstanding and entitled to vote on the matter is required. 

For Proposal 2, the affirmative vote of the holders of a majority of the voting power of the shares of common stock outstanding and entitled to vote on the matter is required. 

Further Questions? 

Contact the Company’s proxy solicitor, Sodali & Co, at (833) 924-7453 or [email protected].

Voting Instructions by Broker 

To cast your vote online you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords: 

“[email protected]”, or “Plug Power” 

You can log into your online account, use the keyword “proxy events” in the search bar and navigate to proxy events. 

If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online. 

To cast your vote online you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords: 

“[email protected]”, “[email protected]”, “[email protected]”, or “Plug Power” 

Follow the instructions in the email.  If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online. 

To cast your vote online you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords: 

“[email protected]”, or “Plug Power” 

If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online. 

To cast your vote online you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords: 

“[email protected]”, or “Plug Power” 

Follow the instructions in the email by clicking the “Vote” icon. 

If you have not received any proxy voting materials via email contact your broker as soon as possible to request a control number to vote online. 

To cast your vote online you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords: 

“[email protected]”, or “Plug Power” 

If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online. 

To cast your vote online you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords: 

“[email protected]”, or “Plug Power” 

If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online. 

Search your inbox for “Plug Power” or the below common domains supporting proxy voting. 

“[email protected]”, “@proxydocs.com”, “@proxypush.com”

If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online. 

Some brokers outside of the U.S. do not allow retail shareholders to vote. Please contact your broker immediately if you have not received proxy materials in connection with the Plug Power Special Meeting. 

Important Additional Information and Where to Find It 

The Company has filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement in connection with the Company’s Special Meeting. The Company may also file other documents regarding the Special Meeting with the SEC.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY because they contain important information about the matters to be voted on at the Special Meeting.  Stockholders may obtain copies of the proxy statement and other documents filed with the SEC, free of charge, at the SEC’s website at www.sec.gov or at www.proxyvote.com.

Participants in Proxy Solicitation 

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Special Meeting. Information about the directors and executive officers of the Company is outlined in the proxy statement for the Company’s 2025 Annual Meeting of Stockholders, which was filed with the SEC on June 9, 2025, and information about their ownership of Company stock is outlined in the definitive proxy statement.

The following is the text of a message posted by Plug Power Inc. on its website on January 29, 2026:

We are Close on Proposal 2 – But We Still Need Your Help

Author: Andy Marsh, Plug CEO and Executive Chairman

We are encouraging our shareholders to vote yes for Proposals 1 and 2. Proposal 2 is for increasing the number of authorized shares. If this proposal does not pass, we will effectuate a reverse stock split. We must either increase the number of shares or do a reverse stock split; there is no other choice due to contractual obligations.

Shareholders, overwhelmingly, have told us that they prefer an increase in the number of shares at the annual meeting. That is why we are holding the special meeting. We are within 3% of passing Proposal 2.

One of the arguments against Proposal 2 is fear of dilution. The Company will have the shares to sell regardless of a no vote, as shown in the table below:

At a minimum, the Company will have 1.2 B new authorized shares.

We all know that reverse stock splits can have a negative impact on the stock (whether this makes mathematical sense or not!). If you vote no on Proposal 2, you are voting for both a reverse stock split and an increase in the number of shares.

We encourage those who haven’t voted yet to vote yes on Proposal 2. And for those who voted no, you can still change to yes.

Voting Instructions by Broker

To cast your vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords:

“[email protected]”, or “Plug Power”

You can log into your online account, use the keyword “proxy events” in the search bar, and navigate to proxy events.

If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.

To cast your vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords:

“[email protected]”, “[email protected]”, “[email protected]”, or “Plug Power”

Follow the instructions in the email.  If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.

To cast your vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords:

“[email protected]”, or “Plug Power”

If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.

To cast your vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords:

“[email protected]”, or “Plug Power”

Follow the instructions in the email by clicking the “Vote” icon.

If you have not received any proxy voting materials via email, contact your broker as soon as possible to request a control number to vote online.

To cast your vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords:

“[email protected]”, or “Plug Power”

If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.

To cast your vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords:

“[email protected]”, or “Plug Power”

If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.

Search your inbox for “Plug Power” or the below common domains supporting proxy voting.

“[email protected]”, “@proxydocs.com”, “@proxypush.com”

If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.

Some brokers outside of the U.S. do not allow retail shareholders to vote. Please contact your broker immediately if you have not received proxy materials in connection with the Plug Power Special Meeting.

Further Questions?

Contact the Company’s proxy solicitor, Sodali & Co, at (833) 924-7453 or [email protected].

Important Additional Information and Where to Find It

Plug has filed a definitive proxy statement and other relevant documents with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Special Meeting. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY because they contain important information about the matters to be voted on at the Special Meeting. Stockholders may obtain copies of these documents free of charge at the SEC’s website at www.sec.gov or on Plug’s website at www.plugpower.com.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Special Meeting. Information about the Company’s directors and executive officers is outlined in the definitive proxy statement for the 2025 Annual Meeting of Stockholders, which was filed with the SEC on June 9, 2025, and information about their ownership of Plug’s stock is outlined in the definitive proxy statement for the Special Meeting filed with the SEC on December 12, 2025.