Plug Power (NASDAQ: PLUG) delays charter, share increase vote to Feb. 5

Rhea-AI Filing Summary

Plug Power Inc. reported results of a special stockholder meeting held on January 29, 2026, where investors voted on changes to the company’s charter. Stockholders considered one proposal to adjust voting requirements to align with Section 242(d)(2) of Delaware law and another to increase the number of authorized common shares.

A quorum was present, with 732,799,970 common shares represented as of the December 12, 2025 record date. Although substantial votes were cast on all proposals, the meeting was adjourned to February 5, 2026 to allow additional proxy solicitation for the charter amendments.

Plug Power plans an investor question-and-answer townhall on February 2, 2026 to address stockholder questions about the charter proposals ahead of the reconvened virtual meeting.

Insights

Corporate governance analyst

Plug Power seeks more support for key charter changes.

Plug Power’s special meeting focused on two governance-related charter amendments: aligning its voting standards with Delaware Section 242(d)(2) and increasing authorized common shares. Both can shape future capital-raising flexibility and how easily charter changes are approved.

Despite strong “for” vote counts on the proposals, the company chose to adjourn the meeting to February 5, 2026 to solicit more proxies. This suggests higher approval thresholds or participation requirements apply, so raw “for” majorities were not sufficient to finalize changes.

The planned investor townhall on February 2, 2026 aims to answer questions about these proposals. Subsequent disclosures around the reconvened meeting and final vote outcomes will clarify whether Plug Power ultimately secures the charter amendments.

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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): January 29, 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 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 January 29, 2026, Plug Power Inc. (the “Company”) held its special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted upon the following matters:

1. The approval of an amendment to the Company’s amended and restated certificate of incorporation, as amended (the “Charter”), to adjust the voting requirements for certain future amendments to align with Section 242(d)(2) of the Delaware General Corporation Law (“Proposal 1”).

2. 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 shares to 3,000,000,000 shares (“Proposal 2”).

3. 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 (“Proposal 3”).

Holders of the Company’s common stock were entitled to one vote per share on each proposal.

Present at the Special Meeting, in person or by proxy, were holders of 732,799,970 shares of common stock of the Company as of December 12, 2025 (the “Record Date”), representing at least one-third of the voting power of the outstanding shares of the Company’s common stock entitled to vote at the Special Meeting, which constituted a quorum for the transaction of business at the Special Meeting.

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

Proposal 1 - Amendment of the Company’s Charter to Adjust Voting Requirements to Align with Section 242(d)(2) of the Delaware General Corporation Law

For		Against		Abstain		Broker Non-Votes
514,731,695		32,017,556		8,930,577		177,120,142

Proposal 2 - Amendment of the Company’s Charter to Increase the Number of Authorized Shares of the Company’s Common Stock

For		Against		Abstain		Broker Non-Votes
652,862,960		73,653,746		6,283,264		0

Proposal 3 - Adjournment of the Special Meeting

For		Against		Abstain		Broker Non-Votes
653,755,763		66,921,007		12,123,200		0

Item 8.01. Other Events.

The Company adjourned the Special Meeting to February 5, 2026 at 10:00 a.m. Eastern Standard Time in order to allow the Company to solicit additional proxies with respect to Proposals 1 and 2. The Company’s stockholders of record as of the Record Date will be able to attend virtually and vote at the reconvened special meeting using the same process in place for the originally scheduled Special Meeting, the details of which are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 12, 2025. The Company does not expect any items of business at the reconvened Special Meeting other than conducting the vote on Proposals 1 and 2.

The Company will be hosting an investor question-and-answer townhall on February 2, 2026 at 10:00 a.m. Eastern Standard Time to provide stockholders with an opportunity to ask questions regarding the proposals to be voted on at the Company’s adjourned Special Meeting. Investors may participate in the townhall by dialing 877-407-9221 (U.S.) or +1-201-689-8597 (international), or by accessing the webcast through the Company’s website at www.plugpower.com.

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.
January 30, 2026	By:	/s/ Paul Middleton
		Paul Middleton
		Chief Financial Officer

FAQ

What was the purpose of Plug Power (PLUG) special meeting on January 29, 2026?

Plug Power’s special meeting asked stockholders to vote on two charter amendments and an adjournment proposal. One amendment would align voting requirements with Delaware Section 242(d)(2), and another would increase authorized common stock, potentially enabling more future equity issuances if approved.

How many Plug Power (PLUG) shares were represented at the January 29, 2026 special meeting?

At the special meeting, 732,799,970 shares of Plug Power common stock were represented as of the December 12, 2025 record date. This level met the company’s quorum requirement, meaning sufficient voting power was present to conduct the scheduled business and record preliminary vote results.

What charter changes did Plug Power (PLUG) put to a stockholder vote?

Stockholders voted on amending Plug Power’s charter to adjust voting requirements to align with Delaware General Corporation Law Section 242(d)(2), and on a separate amendment to increase the number of authorized common shares, which would expand the company’s capacity to issue additional equity in the future.

Why did Plug Power (PLUG) adjourn its special meeting to February 5, 2026?

Plug Power adjourned the special meeting to February 5, 2026 to allow more time to solicit proxies on the charter amendments. The company indicated it expects no additional business at the reconvened meeting beyond completing the vote on Proposals 1 and 2.

When is Plug Power (PLUG) hosting its investor townhall and how can investors join?

Plug Power plans an investor question-and-answer townhall on February 2, 2026 at 10:00 a.m. Eastern. Investors may dial 877-407-9221 in the U.S., +1-201-689-8597 internationally, or access the webcast through the company’s website at www.plugpower.com.

What were the vote totals on Plug Power (PLUG) proposal to increase authorized common shares?

For the proposal to increase authorized common stock, 652,862,960 votes were cast “for,” 73,653,746 “against,” and 6,283,264 “abstain,” with no broker non-votes reported. These figures show strong support, though the final approval status depends on applicable charter and legal voting thresholds.