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
(Amendment No.)
Filed
by the Registrant
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x
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Plug
Power Inc.
(Name of Registrant as
Specified In Its Charter)
N/A
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
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(1) Title of each class of securities to
which transaction applies:
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(2) Aggregate number of securities to
which transaction applies:
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(3) Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of
transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration
Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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News Release
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FOR IMMEDIATE RELEASE
Plug Power Reports on Status of Annual Meeting of Stockholders
LATHAM, NY June 28, 2013
Plug Power Inc. (NASDAQ: PLUG) (the Company) today held its 2013 Annual
Meeting of Stockholders (the Annual Meeting). At the Annual Meeting, the
Companys stockholders voted on and approved the following: (a) proposal 1, the
election of George C. McNamee and Johannes M. Roth to the Companys Board of
Directors to hold office as Class II directors until the 2016 annual meeting of
stockholders and until such directors successor is duly elected and qualified
or until such directors earlier resignation or removal; and (b) proposal 3,
the ratification of KPMG LLP as the Companys independent auditors for 2013. In
addition, the Company announced that it has adjourned the vote with respect to
proposal 2, the approval of an Amendment to the Companys Amended and Restated
Certificate of Incorporation to effect a reverse stock split of the Companys
Common Stock at a ratio within a range of 1:10 to 1:25, in order to permit
stockholders additional time within which to vote. The adjourned meeting will
be held at 5:00 p.m. ET on July 1, 2013 at the offices of Plug Power Inc., 968
Albany-Shaker Road, Latham, New York 12110. The record date for the annual
meeting is May 17, 2013.
Plug Power Inc. Safe Harbor
Statement
This communication contains statements that are
not historical facts and are considered forward-looking within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. These
forward-looking statements contain projections of our future results of operations
or of our financial position or state other forward-looking information. We
believe that it is important to communicate our future expectations to our
investors. However, there may be events in the future that we are not able to
accurately predict or control and that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
Investors are cautioned not to
unduly
rely on
forward-looking statements because they involve risks and uncertainties, and
actual results may differ materially from those discussed as a result of
various factors, including, but not limited to: the risk that we continue to
incur losses and might never achieve or maintain profitability, the risk that
we expect we will need to raise additional capital to fund our operations and
such capital may not be available to us; the risk that we do not have enough
cash to fund our operations to profitability and if we are unable to secure
additional capital, we may need to reduce and/or cease our operations; the risk
that a "going concern opinion from our auditors, KPMG LLP, could impair
our ability to finance its operations through the sale of equity, incurring
debt, or other financing alternatives; the recent restructuring plan we adopted
may adversely impact managements ability to meet financial reporting
requirements; our lack of extensive experience in manufacturing and marketing
products may impact our ability to manufacture and market products on a
profitable and large-scale commercial basis; the risk that unit orders will not
ship, be installed and/or converted to revenue; the risk that pending orders
may not convert to purchase orders; the risk that our continued failure to
comply with NASDAQs listing standards may result in our common stock being
delisted from the NASDAQ stock market, which may severely limit our ability to
raise additional capital; the cost and timing of developing, marketing and
selling our products and our ability to raise the necessary capital to fund
such costs; the ability to achieve the forecasted gross margin on the sale of
our products; the actual net cash used for operating expenses may exceed the
projected net cash for operating expenses; the cost and availability of fuel
and fueling infrastructures for our products; market acceptance of our GenDrive
systems; our ability to establish and maintain relationships with third parties
with respect to product development, manufacturing, distribution and servicing
and the supply of key product components; the cost and availability of
components and parts for our products; our ability to develop commercially
viable products; our ability to reduce product and manufacturing costs; our
ability to successfully expand our product lines; our ability to improve system
reliability for our GenDrive systems; competitive factors, such as price
competition and competition from other traditional and alternative energy
companies; our ability to protect our intellectual property; the cost of
complying with current and future federal, state and international governmental
regulations; and other risks and uncertainties discussed under Item IARisk
Factors in Plug Powers annual report on Form 10-K for the fiscal year ended
December 31, 2012, filed with the Securities and Exchange Commission (SEC) on
April 1, 2013 and as amended on April 30, 2013 and the reports Plug Power filed
from time to time with the SEC. These forward-looking statements speak only as
of the date on which the statements were made and are not guarantees of future
performance. Except as may be required by applicable law, we do not undertake
or intend to update any forward-looking statements after the date of this
communication.
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Important Information
In connection with the solicitation
of proxies, on May 31, 2013, Plug Power Inc. filed a definitive proxy statement
with the Securities and Exchange Commission (the SEC) in connection with the
Companys 2013 Annual Meeting. PLUG POWERS STOCKHOLDERS ARE STRONGLY ADVISED
TO READ THE DEFINITIVE PROXY MATERIALS AND ANY OTHER RELEVANT SOLICITATION
MATERIALS FILED BY PLUG POWER WITH THE SEC BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION. The
Companys proxy statement and any other materials filed by the Company with the
SEC can be obtained free of charge at the SECs web site at www.sec.gov. The
Companys definitive proxy materials are also available for free from Plug
Power at http://www.plugpower.com/, or by writing to Plug Power Inc., 968
Albany-Shaker Road, Latham, New York 12110, Attention: Corporate Secretary.
The contents of the websites referenced above are not deemed to be incorporated
by reference into the proxy statement.
Plug Power Inc. and its
directors, nominees and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of Plug Power in connection
with the Companys 2013 Annual Meeting of Stockholders. Information concerning
the interests of participants in the solicitation of proxies is included in the
definitive proxy statement filed by Plug Power with the SEC on May 31, 2013 in
connection with its 2013 Annual Meeting of Stockholders.
Contact
For additional information contact:
David Rodewald / Karen Freedman
+1 805-494-9508
The David James Agency | Plug Power
plugpower@davidjamesagency.com
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