UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________________
FORM 8‑K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
__________________________________
Date of Report (Date
of earliest event reported): May 12, 2011
(Exact name of registrant as specified in charter)
Delaware
|
1-34392
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22-3672377
|
(State or Other
Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
|
968
Albany Shaker Road, Latham, New York 12110
(Address of Principal Executive
Offices) (Zip Code)
(518)
782-7700
(Registrants telephone number,
including area code)
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This amended report on Form 8-K/A is filed to correct an error in the date on
the cover page.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) On May 12, 2011, Plug
Power Inc. (the Company) held its 2011 Annual Meeting of Stockholders (the
Annual Meeting). At the Annual Meeting, the stockholders approved the 2011
Stock Option and Incentive Plan (the 2011 Plan). The Companys Board of
Directors had previously adopted the 2011 Plan, subject to stockholder
approval. For a description of the 2011 Plan, see the Companys definitive
proxy statement on Schedule 14A, filed with the Securities and Exchange
Commission on April 11, 2011 (the Definitive Proxy Statement). A copy of the
2011 Plan is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Item 5.07 Submission of Matters to a Vote of
Security Holders
As disclosed under
Item 5.02, the Company held its Annual Meeting on May 12, 2011. The proposals
before the Companys stockholders and the results of voting on the proposals
were as follows:
(i) election
of the following director nominee as a Class III Director to hold office until
the Companys 2014 Annual Meeting of Stockholders and until such directors
successor is duly elected and qualified or until such directors earlier
resignation or removal:
|
For
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Withheld
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Abstain
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Broker Non-Votes
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Larry G. Garberding
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59,129,190
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8,831,424
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0
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43,736,241
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(ii) approval
of a Second Certificate of Amendment of the Companys Amended and Restated
Certificate of Incorporation to effect a reverse stock split of the Companys
common stock:
For
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Against
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Abstain
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Broker Non-Votes
|
97,030,898
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13,981,180
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684,777
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NA
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(iii) approval
of the Companys 2011 Stock Option and Incentive Plan;
For
|
Against
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Abstain
|
Broker Non-Votes
|
61,791,961
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5,720,519
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448,134
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43,736,241
|
(iv) approval
of an advisory resolution regarding the compensation of the Companys named
executive officers; and
2
For
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Against
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Abstain
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Broker Non-Votes
|
62,842,734
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4,646,117
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471,763
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43,736,241
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(v) voting upon an advisory proposal regarding the frequency at which the Company
should include an advisory vote regarding the compensation of the Companys
named executive officers in its proxy statement for stockholder consideration.
One Year
|
Two Years
|
Three Years
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Abstain
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Broker Non-Votes
|
9,534,343
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675,825
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54,325,655
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3,424,791
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NA
|
For more information on these
proposals, see the Companys Definitive Proxy Statement.
The number of
shares of common stock entitled to vote at the Annual Meeting was 132,784,673.
The number of shares of common stock present or represented by valid proxy at
the Annual Meeting was 111,696,855. Stockholders at the Annual Meeting elected
the sole director nominee, approved proposals (ii) through (iv) above and approved
the inclusion of an advisory vote regarding the compensation of the Companys
named executive officers in its proxy statement every three years.
Item
9.01. Financial Statements and Exhibits
d) Exhibits.
Exhibit Number
|
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Title
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10.1
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2011 Stock Option and Incentive Plan
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3
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.
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PLUG POWER INC.
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Date: May
16, 2011
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By:
/s/ Andrew Marsh
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Andrew
Marsh
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|
President
and Chief Executive Officer
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4
EXHIBIT INDEX
Exhibit Number
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Title
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10.1
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2011 Stock Option and Incentive Plan
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