Amended Current Report Filing (8-k/a)
July 06 2022 - 5:14PM
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2022-06-30
2022-06-30
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 30, 2022
Plug Power Inc.
(Exact name of registrant as specified in
its charter)
Delaware |
|
1-34392 |
|
22-3672377 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
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. ¨
Explanatory Note
This Current Report on Form 8-K/A ("Amendment") is being filed as an amendment to the Current Report on Form 8-K filed by Plug Power Inc. (the Company) on July 1, 2022 ("Original Form 8-K"). The Company filed the Original Form 8-K with the Securities and Exchange Commission to report the results of the voting at the Company's Annual Meeting of Stockholders held on June 30, 2022 under Item 5.07. The purpose of this Amendment is to amend and restate Item 5.07 in the Original Form 8-K in its entirety to correct the stockholder vote totals.
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
The Company held its 2022 annual meeting of stockholders (the “Annual
Meeting”) on June 30, 2022 at 10:00 a.m. Eastern Time. At the Annual Meeting, the Company’s stockholders voted upon the following
four matters:
| 1. | The election of George C. McNamee, Gregory L. Kenausis, and Jean A. Bua as Class II Directors, each to hold office until the Company’s
2025 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 Plug Power Inc. 2021 Stock Option and Incentive Plan as described in the Company’s proxy
statement. |
| 3. | The approval of the non-binding, advisory resolution regarding the compensation of the Company’s named executive officers. |
| 4. | The ratification of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2022. |
At the Annual Meeting, the stockholders elected George C. McNamee,
Gregory L. Kenausis, and Jean A. Bua as Class II Directors, approved the amendment to the Plug Power Inc. 2021 Stock Option and Incentive
Plan, approved the non-binding, advisory resolution regarding 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,
2022.
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 | |
George C. McNamee | |
| 236,157,080 | | |
| 40,377,854 | | |
| 90,658,352 | |
Gregory L. Kenausis | |
| 237,689,408 | | |
| 38,845,526 | | |
| 90,658,352 | |
Jean A. Bua | |
| 272,583,383 | | |
| 3,951,551 | | |
| 90,658,352 | |
Proposal 2 - Approval of an Amendment to the Plug Power Inc. 2021
Stock Option and Incentive Plan
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 249,359,837 | | |
| 26,108,740 | | |
| 1,066,357 | | |
| 90,658,352 | |
Proposal 3 - Non-binding, Advisory Vote on Named Executive Officer
Compensation
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 187,353,922 | | |
| 76,654,842 | | |
| 12,526,170 | | |
| 90,658,352 | |
Proposal 4 - Ratification of Appointment of Deloitte
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 363,136,906 | | |
| 3,311,632 | | |
| 744,746 | | |
| 0 | |
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: July 6, 2022 |
By: |
/s/ Paul Middleton |
|
|
Paul Middleton |
|
|
Chief Financial Officer |
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