Current Report Filing (8-k)
February 22 2021 - 6:04AM
Edgar (US Regulatory)
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2021-02-18
2021-02-18
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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):
February 18, 2021
Plug Power Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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1-34392
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22-3672377
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(State or other jurisdiction
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(Commission File
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(IRS Employer
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of incorporation)
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Number)
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Identification No.)
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968 Albany Shaker Road,
Latham, New York
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12110
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (518) 782-7700
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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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PLUG
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The Nasdaq Capital Market
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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.
On February 18, 2021, the Board of Directors (the “Board”)
of Plug Power Inc. (the “Company”) appointed Kimberly A. Harriman as a director and as a member of the Audit Committee
of the Board, effective immediately. Ms. Harriman has been designated as a Class III director to serve until the Company's 2023
Annual Meeting of Stockholders or until her successor has been duly elected and qualified, or until her earlier death, removal
or resignation. The Board has determined that Ms. Harriman is an independent director as defined in the NASDAQ Stock Market listing
standards and applicable Securities and Exchange Commission rules and regulations.
Ms. Harriman is the Vice President, State Government Relations
and Public Affairs, of Avangrid, Inc., an NYSE-listed energy provider operating in 24 states. Prior to joining Avangrid, from 2016
to December 2020, Ms. Harriman served as Senior Vice President, Public and Regulatory Affairs, for New York Power Authority, the
largest public utility in the United States. Previously Ms. Harriman was General Counsel for the New York State Department of Public
Service from 2014 to July 2016. Ms. Harriman holds a J.D. from Albany Law School of Union University and a B.A. in Political Science
from Siena College.
For her service as a non-employee director, Ms. Harriman
will be compensated in accordance with the Company’s Non-Employee Director Compensation Plan (the “Plan”).
In accordance with the Plan, upon her appointment as a director, the Company granted Ms. Harriman options to purchase 4,479
shares of the Company’s common stock with an exercise price per share equal to the closing price of the Company’s
common stock on the NASDAQ Capital Market on the date of grant. The options become fully vested on the first anniversary of
the grant date, subject to Ms. Harriman’s continued service on the Board. Under the Plan, Ms. Harriman will receive an
annual retainer of $60,000 for service as a director and $15,000 for service on the Audit Committee. In addition, pursuant to
the Plan, Ms. Harriman will receive an annual equity grant comprised of (i) a non-qualified stock option for a number of
shares of common stock equal to $112,500 divided by the closing price of the common stock on the grant date, and (ii) a
number of shares of restricted common stock equal to $112,500 divided by the closing price of the common stock on the grant
date. The stock option will have an exercise price equal to the fair market value of the common stock on the grant date and
will vest fully on the first anniversary of the grant date. The restricted common stock will vest fully on the first
anniversary of the grant date. In connection with her appointment to the Board, the Company and Ms. Harriman entered into the
Company’s standard indemnification agreement for non-employee directors.
There are no arrangements or understandings between Ms. Harriman
and any other person pursuant to which she was elected as a director. There are no transactions in which Ms. Harriman has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On February 22,
2021, the Company issued a press release with respect to Ms. Harriman’s appointment to the Board. A copy of the press release
is furnished herewith as Exhibit 99.1.
The
information included in this Item 7.01 and Exhibit 99.1 of this Current Report are not deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall
this item and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific reference in such future filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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: February 22, 2021
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By:
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/s/ Paul Middleton
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Name: Paul Middleton
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Title: Chief Financial Officer
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