Current Report Filing (8-k)
29 Giugno 2023 - 10:02PM
Edgar (US Regulatory)
0001093691
false
0001093691
2023-06-27
2023-06-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 27, 2023
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.) |
|
|
|
|
|
968 Albany Shaker Road, Latham, New York |
|
12110 |
(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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
(e) As described
under Item 5.07 of this Current Report on Form 8-K, at the annual meeting of stockholders of Plug Power Inc. (the “Company”)
held on June 27, 2023 (the “Annual Meeting”), the Company’s stockholders approved each of (i) the amendment
to the Plug Power Inc. 2021 Stock Option and Incentive Plan, as amended (the “Incentive Plan”), to increase the number of
shares of the Company’s common stock available for issuance under the Incentive Plan by 11,370,000 shares from 40,030,000 shares
to 51,400,000 shares, adjust the fungible share counting ratio from 1.35 to 1.28 and clarify that the treatment of outstanding equity
awards upon a sale event is “double-trigger” acceleration, and (ii) the Plug Power Inc. 2023 Employee Stock Purchase
Plan (“ESPP”). The amendment to the Incentive Plan and the ESPP were previously approved and adopted by the Board of Directors
of the Company on May 10, 2023, subject to stockholder approval, and became effective
upon the receipt of stockholder approval at the Annual Meeting.
The foregoing summary
of the amendment to the Incentive Plan and the ESPP is qualified in its entirety by reference to the text of the Incentive Plan and the
ESPP, as applicable, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and incorporated by reference herein.
The material terms of the Incentive Plan, as amended, and the ESPP are described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 16, 2023 (the “Proxy Statement”).
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On
June 27, 2023, the Company held the Annual Meeting. Of the 600,003,033 shares of common
stock of the Company issued and outstanding and eligible to vote as of the record date of April 28, 2023, a quorum of 337,256,085
shares of common stock, or 56.2% of the outstanding shares, were present in person or by proxy. At the Annual Meeting, the Company’s
stockholders voted upon the following matters:
1. |
The election of Jonathan M. Silver and Kyungyeol Song as Class III Directors, each to hold office until the Company’s 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal. |
2. |
The approval of an amendment to the Incentive Plan as described in the Proxy Statement. |
3. |
The approval of the ESPP as described in the Proxy Statement. |
4. |
The approval of the non-binding, advisory resolution regarding the compensation of the Company’s named executive officers. |
5. |
The approval of the non-binding, advisory vote regarding the frequency of future non-binding, advisory votes to approve the compensation of the Company’s named executive officers. |
|
|
6. |
The ratification of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. |
At the Annual Meeting, the stockholders elected
Jonathan M. Silver and Kyungyeol Song as Class III Directors, approved the amendment to the Incentive Plan, approved the ESPP, approved
the non-binding, advisory resolution regarding the compensation of the Company’s named executive officers, selected a one year interval
as the frequency of future non-binding, advisory votes to approve 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,
2023.
Set forth below are the final voting results for
each matter voted upon:
Proposal 1 - Election of Class II Directors
Director | |
For | | |
Withheld | | |
Broker Non-Votes | |
Jonathan M. Silver | |
| 161,529,049 | | |
| 73,191,819 | | |
| 102,535,217 | |
Kyungyeol Song | |
| 177,007,125 | | |
| 57,713,743 | | |
| 102,535,217 | |
Proposal 2 - Approval of an Amendment to the Plug Power Inc. 2021
Stock Option and Incentive Plan
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 176,243,798 | | |
| 33,212,809 | | |
| 25,264,261 | | |
| 102,535,217 | |
Proposal 3 - Approval of the Plug Power Inc. 2023 Employee Stock
Purchase Plan
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 225,661,414 | | |
| 7,839,832 | | |
| 1,219,622 | | |
| 102,535,217 | |
Proposal 4 - Non-binding, Advisory Vote on Named Executive Officer
Compensation
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 190,792,010 | | |
| 41,874,194 | | |
| 2,054,664 | | |
| 102,535,217 | |
Proposal 5 - Non-binding, Advisory Vote on the Frequency of Future
Non-binding, Advisory Votes to Approve Named Executive Officer Compensation
One Year | |
Two Years | |
Three Years | |
Abstain | |
Broker Non-Votes |
|
224,938,832 | |
2,555,292 | |
| |
3,923,099 | |
3,303,645 | |
102,535,217 |
|
Proposal 6 - Ratification of Appointment of Deloitte
For | |
Against | |
Abstain | |
Broker Non-Votes |
332,366,392 | |
3,117,458 | |
1,772,235 | |
0 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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. |
|
|
|
Date: June 29, 2023 |
By: |
/s/ Paul Middleton |
|
|
Paul Middleton |
|
|
Chief Financial Officer |
Grafico Azioni Plug Power (NASDAQ:PLUG)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Plug Power (NASDAQ:PLUG)
Storico
Da Lug 2023 a Lug 2024