Plug Power (PLUG) investors approve directors, equity plan and auditor at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Plug Power Inc. reported the results of its annual stockholder meeting. Stockholders elected Colin Angle, Jose Luis Crespo, Patrick Joggerst and Gary K. Willis as Class III directors. They also approved an amendment to the 2021 equity plan, increasing the shares of common stock reserved under the plan.

Stockholders approved the non-binding advisory resolution on compensation for the named executive officers and ratified Deloitte as independent registered public accounting firm for the year ending December 31, 2026. Separately, following the previously disclosed resignation of director Kavita Mahtani, the board size was reduced from ten to nine members.

To rebalance director classes, Colin Angle resigned as a Class III director and was immediately reappointed as a Class I director, keeping his board service uninterrupted. The board now consists of three Class I, three Class II and three Class III directors, with no changes to Mr. Angle’s committee roles or compensation.

8-K Event Classification

2 items: 5.07, 8.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Votes for Jose Luis Crespo (director): 465,721,059 for; 6,680,094 withheld Votes for Gary K. Willis (director): 418,991,121 for; 53,410,032 withheld 2021 Plan amendment vote: 433,139,144 for; 35,880,440 against; 3,381,569 abstain +2 more

5 metrics

Votes for Jose Luis Crespo (director) 465,721,059 for; 6,680,094 withheld Election as Class III Director at 2026 annual meeting

Votes for Gary K. Willis (director) 418,991,121 for; 53,410,032 withheld Election as Class III Director at 2026 annual meeting

2021 Plan amendment vote 433,139,144 for; 35,880,440 against; 3,381,569 abstain Increase in shares reserved under 2021 equity plan

Say-on-pay advisory vote 316,121,092 for; 151,636,506 against; 4,643,555 abstain Non-binding vote on executive compensation

Auditor ratification (Deloitte) 687,294,075 for; 7,422,638 against; 5,533,879 abstain Ratification for fiscal year ending December 31, 2026

Key Terms

broker non-votes, non-binding, advisory resolution, independent registered public accounting firm, Class I Director, +1 more

5 terms

broker non-votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding, advisory resolution financial

"approved the 2021 Plan Amendment Proposal and the non-binding, advisory resolution regarding the compensation"

independent registered public accounting firm financial

"ratified the appointment of Deloitte as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Class I Director financial

"reappointed him as a Class I Director, to serve in such capacity until the Company’s 2027 annual meeting"

A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.

Amended and Restated Certificate of Incorporation financial

"as required by the Company’s Amended and Restated Certificate of Incorporation, as amended"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

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Understanding 8-K Material Events →

06/15/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2026

Plug Power Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-34392	22-3672377
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)

125 Vista Boulevard, Slingerlands, New York		12159
(Address of principal executive offices)		(Zip Code)

(518) 782-7700

Registrant’s telephone number, including area code:

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		PLUG		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 11, 2026, Plug Power Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted upon the following matters:

The election of each of Colin Angle, Jose Luis Crespo, Patrick Joggerst and Gary K. Willis as a Class III Director, each to hold office until the Company’s 2029 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 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 25,000,000 shares, from 91,400,000 shares to 116,400,000 shares (the “2021 Plan Amendment Proposal”).

The approval of the non-binding, advisory resolution regarding the compensation of the Company’s named executive officers.

The ratification of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

At the Annual Meeting, the stockholders elected each of Colin Angle, Jose Luis Crespo, Patrick Joggerst and Gary K. Willis as a Class III Director, approved the 2021 Plan Amendment Proposal and the non-binding, advisory resolution regarding the compensation of the Company’s named executive officers, and ratified the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Set forth below are the final voting results for each matter voted upon:

Proposal 1 - Election of Class III Directors

Director	For		Withheld		Broker Non-Votes
Colin Angle		448,396,182		24,004,971		227,849,439
Jose Luis Crespo		465,721,059		6,680,094		227,849,439
Patrick Joggerst		449,555,955		22,845,198		227,849,439
Gary K. Willis		418,991,121		53,410,032		227,849,439

Proposal 2 - Amendment of the Company’s 2021 Plan to Increase the Number of Shares of the Company’ s Common Stock Reserved Thereunder

For				Against				Abstain				Broker Non-Votes
	433,139,144				35,880,440				3,381,569				227,849,439

Proposal 3 - Non-binding, Advisory Vote on Named Executive Officer Compensation

For				Against				Abstain				Broker Non-Votes
	316,121,092				151,636,506				4,643,555				227,849,439

Proposal 4 - Ratification of Appointment of Deloitte

For				Against				Abstain				Broker Non-Votes
	687,294,075				7,422,638				5,533,879				0

Item 8.01.

Other Events.

As previously disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 4, 2026, Kavita Mahtani resigned as a Class I Director effective as of June 11, 2026, the date of the Company’s 2026 Annual Meeting of Stockholders. As a result, the size of the Board of Directors (the “Board”) of the Company was reduced from ten directors to nine directors, resulting in four Class III Directors, three Class II Directors and two Class I Directors. In order to rebalance the class sizes to be as nearly equal in number as possible as required by the Company’s Amended and Restated Certificate of Incorporation, as amended, the Board determined that one of its directors should be reclassified from Class III (with a term expiring at the Company’s 2029 annual meeting of stockholders) to Class I (with a term expiring at the Company’s 2027 annual meeting of stockholders).

Accordingly, effective June 11, 2026, Colin Angle, a member of the Board, resigned from his position as a Class III Director solely for purposes of reclassification, subject to and conditioned upon his immediate reappointment as a Class I Director. The Board accepted Mr. Angle’s resignation and immediately reappointed him as a Class I Director, to serve in such capacity until the Company’s 2027 annual meeting of stockholders or until his successor is duly elected and qualified, or his earlier death, resignation, or removal. Following Mr. Angle’s resignation and reappointment described above, the Board consists of three Class I Directors, three Class II Directors and three Class III Directors.

The resignation and reappointment of Mr. Angle was effected solely for the purpose of reclassifying the members of the Board into three classes of equal size, and for all other purposes, Mr. Angle’s service on the Board is deemed to have continued uninterrupted. There were no changes to Mr. Angle’s committee assignments or compensation as a non-employee director as a result of the resignation as a Class III Director and appointment as a Class I Director.

SIGNATURES

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.

June 15, 2026	By:	/s/ Paul Middleton
		Paul Middleton
		Chief Financial Officer and Chief Accounting Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Plug Power (PLUG) stockholders approve at the 2026 annual meeting?

Plug Power stockholders elected four Class III directors, amended the 2021 equity plan, approved executive compensation on an advisory basis, and ratified Deloitte. These actions confirm the existing board slate, expand equity plan capacity, support the pay program, and retain Deloitte as independent auditor for 2026.

How did Plug Power (PLUG) vote on the 2021 equity plan amendment?

Stockholders approved the 2021 Plan amendment with 433,139,144 votes for, 35,880,440 against and 3,381,569 abstentions. The amendment increases the number of shares of common stock reserved under the plan, providing additional equity available for employee and director compensation programs.

What were the results of Plug Power’s (PLUG) say-on-pay vote in 2026?

The advisory vote on named executive officer compensation received 316,121,092 votes for, 151,636,506 against and 4,643,555 abstentions. While non-binding, this outcome indicates stockholder support for the current executive pay program, despite a meaningful level of opposition votes.

Which audit firm did Plug Power (PLUG) stockholders ratify for 2026?

Stockholders ratified Deloitte as Plug Power’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 687,294,075 votes for, 7,422,638 against and 5,533,879 abstentions, with no broker non-votes recorded on this proposal.

How did director elections at Plug Power’s (PLUG) 2026 meeting turn out?

All four Class III director nominees were elected with strong majorities of votes cast. For example, Jose Luis Crespo received 465,721,059 votes for and 6,680,094 withheld, while each other nominee also secured substantial support, alongside significant broker non-vote totals on the election proposals.

What board structure changes did Plug Power (PLUG) disclose after the 2026 meeting?

After director Kavita Mahtani’s resignation, the board shrank from ten to nine members and rebalanced its classified structure. Colin Angle transitioned from Class III to Class I director, leaving three directors in each of Classes I, II and III, with his service deemed uninterrupted.

Filing Exhibits & Attachments

3 documents