•
Voting online by telephone or
over the Internet at a later date as described in the
“How
do I vote my shares”
section above;
•
If you complete and return a
new valid proxy bearing a later date and return it by mail;
or
•
Giving written notice of
revocation to the Company addressed to the Corporate Secretary, at
the Company’s address above.
If you are a “street name”
holder, your bank, broker or other nominee should provide
instructions explaining how you may change or revoke your voting
instructions. Please contact your bank, broker, or other nominee
and follow its directions to change your vote.
What vote is required to
approve each proposal?
For Proposal 1 (election of
directors), a plurality of the votes properly cast is required to
elect a nominee as a director of the Company. For Proposal 2
(approval of an amendment to the Plug Power Inc. 2021 Stock Option
and Incentive Plan), Proposal 3 (approval of a non-binding,
advisory resolution regarding the compensation of the Company’s
named executive officers) and Proposal 4 (ratification of the
independent auditors), the affirmative vote of a majority of the
votes properly cast is required.
How are abstentions and
broker non-votes treated?
Abstentions and broker
non-votes, if any, are included in the determination of the number
of shares present at the Annual Meeting for determining a quorum at
the meeting. For Proposal 1, withhold and broker non-votes will
have no effect in determining the outcome of the election of
directors. For Proposals 2, 3 and 4, abstentions and broker
non-votes will have no effect on the vote for such
proposal.
What are the solicitation
expenses and who pays the cost of this proxy
solicitation?
Our Board is soliciting your
proxy and we will pay all of the costs of asking for stockholder
proxies. We will reimburse brokerage houses and other custodians,
nominees and fiduciaries for their reasonable out-of-pocket
expenses for forwarding solicitation material to the beneficial
owners of Common Stock and collecting voting instructions. We may
use our officers and employees to solicit proxies. These officers
and employees will not receive additional compensation for their
efforts but will be reimbursed for out-of-pocket expenses. In
addition, we have retained MacKenzie Partners, Inc. to assist in
the solicitation of proxies for a fee of $17,500 plus reimbursement
of expenses. The fees of MacKenzie Partners, Inc. as well as the
reimbursement of expenses of MacKenzie Partners, Inc. will be borne
by us. Under the engagement agreement with Mackenzie Partners,
Inc., we will indemnify and hold MacKenzie Partners, Inc. and all
of its directors, officers, employees and agents harmless against
all claims, expenses, losses, damages, liabilities and/or judgments
of any kind whatsoever that arise out of or relate to the advisory,
consulting and proxy solicitation services under the agreement (the
“Losses”), except for any Losses that are held in a final judicial
decision by a court of competent jurisdiction from which no right
of appeal exists to have resulted from willful misconduct or bad
faith on the part of MacKenzie Partners, Inc.
Is this proxy statement the
only way that proxies are being solicited?
No. In addition to the
solicitation of proxies by use of the mail, our officers and
employees, as well as MacKenzie Partners, Inc., may solicit the
return of proxies, either by