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Plug Power Calls on Stockholders to Act Now and Vote in Favor of Proposals at January 29, 2026 Special Meeting

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Plug Power (NASDAQ: PLUG) urges stockholders to vote ahead of its Special Meeting at 10:00 a.m. ET on January 29, 2026. Stockholders of record as of December 12, 2025 may attend the live webcast at www.virtualshareholdermeeting.com/PLUG2026SM using their 16-digit control number.

The meeting includes three proposals: (1) amend the charter to align voting standards with Delaware law so certain future charter amendments may pass by a majority of votes cast; (2) increase authorized common shares from 1,500,000,000 to 3,000,000,000; and (3) allow adjournment to solicit additional proxies if needed. The Board says Proposal 2 is intended to provide capital and operating flexibility and notes that a prior vote received ~84% support of votes cast but failed under the current outstanding-shares standard.

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Positive

  • Authorized shares proposed to increase to 3,000,000,000
  • Board frames amendment as restoring majority-of-votes-cast voting option
  • Special Meeting webcast allows real-time shareholder participation

Negative

  • Prior increase proposal had ~84% votes cast in favor but failed
  • If Proposal 2 fails, the company would pursue a reverse stock split
  • Adjourning the meeting would incur additional time and expense

News Market Reaction – PLUG

+4.78%
13 alerts
+4.78% Session close to close
+7.6% Peak in 20 hr 13 min
$3.65B Market Cap
0.7x Rel. Volume

In the Jan 27 session, PLUG gained 4.78%, reflecting a moderate positive market reaction. Argus tracked a peak move of +7.6% during that session. Our momentum scanner triggered 13 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement centers on a January 29, 2026 Special Meeting where stockholders will vote on mode...
Analysis

This announcement centers on a January 29, 2026 Special Meeting where stockholders will vote on modernizing charter voting standards and increasing authorized common shares from 1.5B to 3.0B, with a reverse split indicated if the share increase fails. It follows earlier communication about these proposals and prior 84% support on votes cast. Investors may watch how the vote outcome shapes capital-raising flexibility, governance thresholds, and management’s ability to address ongoing financial obligations.

Key Figures

Authorized shares current: 1,500,000,000 shares Authorized shares proposed: 3,000,000,000 shares Prior support level: 84 percent +4 more
7 metrics
Authorized shares current 1,500,000,000 shares Existing authorized common stock before proposed amendment
Authorized shares proposed 3,000,000,000 shares Proposal 2 to increase authorized common stock
Prior support level 84 percent Votes cast in favor of increasing authorized shares at 2025 Annual Meeting
Special Meeting date January 29, 2026 Scheduled Special Meeting to vote on charter and share proposals
Record date December 12, 2025 Shareholders eligible to vote at Special Meeting
Meeting time 10:00 a.m. ET Start time of January 29, 2026 Special Meeting webcast
Control number length 16-digit Length of proxy control number required to access virtual meeting

Historical Context

5 past events · Latest: Jan 23 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jan 23 Electrolyzer deployment Positive -3.5% Completed 100 MW GenEco electrolyzer installation at Galp’s Sines refinery.
Jan 20 Investor outreach Neutral -2.1% Announced CEO Reddit AMA focused on Special Meeting share proposals.
Jan 13 Conference appearance Neutral +0.0% Participation in UBS Global Energy & Utilities Winter Conference.
Jan 06 Conference appearance Neutral +0.8% Participation in Goldman Sachs Energy, CleanTech & Utilities Conference.
Dec 17 Electrolyzer deployment Positive -5.7% Installed 5 MW GenEco electrolyzer at Namibia green hydrogen facility.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Operational and strategic news (major electrolyzer installs, conferences, governance communication) has often been met with flat to negative reactions, including sell-offs on seemingly positive project updates.

Recent Company History

In the past months, Plug highlighted major electrolyzer deployments, including a 100 MW installation at Galp’s Sines refinery and a 5 MW system in Namibia, both framed as strategic expansion but followed by -3.47% and -5.68% moves. Investor-focused events such as conference participation and a Reddit AMA around the January 29, 2026 Special Meeting produced muted to slightly negative reactions. Today’s call to approve governance and share-authority changes fits this pattern of important strategic updates intersecting with cautious trading.

Key Terms

reverse stock split, authorized shares of common stock
2 terms
reverse stock split financial
"If this proposal is not approved, the Company would proceed with a reverse stock split."
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
authorized shares of common stock financial
"proposal to increase the number of authorized shares of common stock, with approximately 84 percent"
The authorized shares of common stock are the maximum number of ordinary shares a company is legally allowed to create, as set in its charter. Think of it like the total number of seats a company is allowed to put on a bus: the company can sell or reserve some seats now and run others later, and that upper limit matters to investors because it determines how much the company can dilute existing ownership, raise cash, or grant shares for acquisitions and employee pay.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SLINGERLANDS, N.Y., Jan. 27, 2026 (GLOBE NEWSWIRE) -- Plug Power Inc. (NASDAQ: PLUG), a global leader in comprehensive hydrogen solutions for the hydrogen economy, encourages stockholders to vote their shares ahead of the Company’s Special Meeting of Stockholders (the “Special Meeting”) scheduled for January 29, 2026. The Special Meeting includes proposals that are critical to supporting the Company’s ongoing operations, financial flexibility and long-term growth strategy. The Board of Directors urges stockholders of record as of December 12, 2025 (the “Record Date”) to vote their shares in favor of all proposals presented at the Special Meeting.

This Special Meeting follows the Company’s 2025 Annual Meeting of Stockholders, where stockholders expressed strong support for the proposal to increase the number of authorized shares of common stock, with approximately 84 percent of the votes cast in favor; however, the proposal did not pass under the Company’s charter, which requires approval by a majority of the outstanding shares entitled to vote, rather than a majority of votes cast. At the Special Meeting, stockholders will consider proposals that include:

  • Proposal 1: An amendment to the Company’s charter to modernize its voting standards by aligning them with current Delaware law. This amendment would allow certain future charter amendments to be approved by a majority of the votes cast, where permitted by Delaware law, rather than a majority of outstanding shares, and is intended to address prior voting outcomes in which proposals supported by a substantial majority of the votes cast were not approved under the Company’s voting standard .
  • Proposal 2: An amendment to increase the number of authorized shares of common stock from 1,500,000,000 to 3,000,000,000 shares. The Board believes this amendment is the most effective way to provide the flexibility required to meet financial obligations, maintain operating flexibility, and support ongoing business needs. If this proposal is not approved, the Company would proceed with a reverse stock split.
  • Proposal 3: Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes for the approval of Proposal 1 or Proposal 2.

WHY IT MATTERS:
Proposals 1 and 2 are vital to ensuring that the Company has the governance flexibility and capital structure capacity to support its financial obligations, maintain operating flexibility, and support ongoing business needs, while Proposal 3 would provide the Company with the procedural authority to adjourn the Special Meeting if additional time is needed to secure votes for these proposals. The Board of Directors encourages stockholders to vote promptly, as if the Special Meeting is adjourned to a later date, the Company would incur additional time and expense associated with reconvening the meeting.

WHEN:
10:00 a.m., Eastern Time
Thursday, January 29, 2026

WHERE:
The Special Meeting will be webcast live at www.virtualshareholdermeeting.com/PLUG2026SM. Stockholders as of the Record Date can attend, vote their shares, and ask questions during the meeting. Participants must have their 16-digit control number from their proxy card to join. Instructions are also available at www.proxyvote.com.

About Plug Power
Plug is building the global hydrogen economy with a fully integrated ecosystem spanning production, storage, delivery, and power generation. A first mover in the industry, Plug provides electrolyzers, liquid hydrogen, fuel cell systems, storage tanks, and fueling infrastructure to industries such as material handling, industrial applications, and energy producers—advancing energy independence and decarbonization at scale.

With electrolyzers deployed across five continents, Plug leads in hydrogen production, delivering large-scale projects that redefine industrial power. The Company has deployed over 72,000 fuel cell systems and 285 fueling stations and is the largest user of liquid hydrogen. Plug is rapidly expanding its generation network to ensure reliable, domestically produced supply, with hydrogen plants currently operational in Georgia, Tennessee, and Louisiana, capable of producing 40 tons per day.

With employees and state-of-the-art manufacturing facilities across the globe, Plug powers global leaders like Walmart, Amazon, Home Depot, BMW, and BP.

For more information, visit www.plugpower.com.

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
media@plugpower.com


FAQ

When is the Plug Power (PLUG) Special Meeting and who can vote?

The Special Meeting is at 10:00 a.m. ET on January 29, 2026; stockholders of record as of December 12, 2025 may vote.

What does Proposal 2 for PLUG do to authorized shares?

Proposal 2 would increase authorized common shares from 1,500,000,000 to 3,000,000,000.

What happens if PLUG stockholders do not approve the authorized-share increase?

If not approved, the company says it would proceed with a reverse stock split as an alternative.

How did shareholders vote on the prior authorized-share proposal for PLUG?

Approximately 84% of votes cast supported the prior proposal, but it did not pass under the company's charter voting standard.

How can PLUG stockholders attend and ask questions at the January 29, 2026 meeting?

Attend via the live webcast at www.virtualshareholdermeeting.com/PLUG2026SM using the 16-digit control number on the proxy card.