Amended Current Report Filing (8-k/a)

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:

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.

The approval of an amendment to the Plug Power Inc. 2021 Stock Option and Incentive Plan as described in the Company’s proxy statement.

The approval of the non-binding, advisory resolution regarding the compensation of the Company’s named executive officers.

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.