Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(a) Resignation of Larry G. Garberding
On May 10, 2017, Larry G. Garberding, a member of the Board of Directors (the Board) of Plug Power Inc. (the Company) since 1997, notified the Company of his decision to retire from the Board at the end of his current term which expires on June 28, 2017. Mr. Garberding served as the chairman of the Boards Audit Committee. As a result of his retirement, Mr. Garberding is not standing for reelection at the Annual Meeting of Stockholders (the Annual Meeting).
(a) Resignation of Xavier Pontone
On May 10, 2017, Xavier Pontone, a member of the Board since October 2013, notified the Company that he decided to resign from the Board, effective as of the Annual Meeting. Mr. Pontones resignation is not due to any disagreement with the Company regarding any matter related to the Companys operations, policies, or practices.
(d) Appointment of Gregory Graves as a member of the Board of Directors and Audit Committee
On May 10, 2017, the Board of the Company appointed Gregory Graves to serve as a director of the Company effective May 10, 2017. Mr. Graves was appointed to serve as a Class III director with a term expiring at the annual meeting of stockholders to be held in 2017. The Board currently consists of eleven directors divided into three classes, as follows: Class I (term expiring 2018) - Andrew Marsh, Gary K. Willis and Maureen O. Helmer, Class II (term expiring 2019) - George C. McNamee, Johannes M. Roth, Xavier Pontone and Gregory L. Kenausis and Class III (term expiring 2017) Mr. Graves, Lucas P. Schneider, Larry G. Garberding and Douglas T. Hickey.
Currently, Mr. Graves serves as the Executive Vice President and Chief Financial Officer (CFO) of Entegris, Inc. (Nasdaq: ENTG), where he is responsible for all financial matters for the company and has helped lead the company from a $300 million, low single digit growth company in a mature industry, to a $1.2 billion, high growth company. Entegris, Inc. is a leading global developer, manufacturer and supplier of microcontamination control products, specialty chemicals and advanced materials handling solutions for manufacturing processes in the semiconductor and other high-technology industries.
Mr. Graves has also played a key role at Entegris, Inc. implementing investor relations strategies, highlighted by a shift in the investor base from 2009 when the companys stock was close to $0, to today, where the stock has climbed to $24. This growth in market cap is a direct result of his efforts to move the firms investor base from hedge funds, to high growth and small cap value investors.
Mr. Graves has been named to the Companys Audit Committee. In connection with his appointment to the Board, Mr. Graves became a party to the Companys standard
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indemnification agreement with nonemployee directors and was granted options to purchase 69,767 shares of the Companys common stock at an exercise price of $2.15 per share (the closing price of the Companys common stock on the NASDAQ Capital Market on May 10, 2017, the date of grant) in accordance with the Companys Non-Employee Director Compensation Policy. The options become fully vested on the first anniversary of the grant date.
A copy of the Companys press release announcing Mr. Graves appointment to the Board of Directors of the Company is attached hereto as Exhibit 99.1.
(d) Appointment of Lucas Schneider as a member of the Corporate Governance and Nomination Committee
Mr. Lucas has been named to the Companys Corporate Governance and Nomination Committee.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
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Title
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99.1
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Press Release of Plug Power Inc. dated May 10, 2017
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