Stockholders approved increasing the company’s authorized common shares from 1.5 billion to 3.0 billion at the Feb. 12, 2026 special meeting.
Stockholders voted against the charter amendment to align certain future voting requirements with Delaware law (Proposal 1); management said it will revisit the matter at the annual meeting and work with Nasdaq to facilitate passage.
CEO Andy Marsh credited retail investors (and recalled institutional votes) for helping the share increase pass, saying the result avoids a reverse stock split and that the company will push to make broker voting easier.
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Plug Power (NASDAQ:PLUG) held its 2026 special meeting of stockholders virtually on February 12, 2026, after the meeting was originally convened on January 29 and subsequently adjourned to February 5 and then to February 12. CEO Andy Marsh, who also serves as executive chair of the board, chaired the meeting.
Marsh said stockholders were able to vote and submit questions through the online meeting portal. He introduced directors in attendance, including lead director George McNamee, as well as members of the executive team, including Jose Crespo, the company’s president and chief revenue officer and “future CEO,” CFO and chief accounting officer Paul Middleton, and chief legal officer and corporate secretary Gerard Conway.
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Marsh said meeting notice and proxy materials were sent to stockholders of record as of December 12, 2025. Only holders of shares of common stock as of that record date were eligible to vote. The company appointed Christopher Woods as independent inspector of elections.
According to Marsh, there were 1,391,635,243 shares of common stock outstanding and entitled to vote as of the record date. A quorum required 463,878,415 shares represented in person or by proxy, and Marsh stated that more than that amount was present, allowing the meeting to proceed.
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The meeting’s agenda included two proposals, each requiring approval by the affirmative vote of holders of a majority of the voting power of the shares of common stock outstanding and entitled to vote.
Proposal 1: Amend the company’s charter to adjust voting requirements for certain future charter amendments to align with Section 242(d)(2) of the Delaware General Corporation Law.
Proposal 2: Amend the company’s charter to increase the number of authorized shares of common stock from 1.5 billion to 3.0 billion.
Marsh said stockholders could vote for or against each proposal or abstain. No questions were submitted regarding the formal business, according to the meeting moderator.
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With polls left open to allow additional stockholder participation, Marsh thanked stockholders who voted and those who encouraged other stockholders to vote. He also said that while some European investors were able to vote, “most have not,” calling it “a shame” that voting can be difficult.
Marsh referenced the company’s prior annual meeting, where Plug Power presented two proposals: increasing the number of authorized shares and a reverse stock split. He said 61% of voters supported a reverse stock split and 90% supported increasing the number of authorized shares, but that the authorized share increase required a higher voting threshold than the reverse stock split, resulting in the reverse split moving forward at that time.
Marsh said it was “clear to the company that the retail investors, especially, wanted us not to do a reverse stock split.” He added that the company spent significant time working with Nasdaq to find a path forward and emphasized that management “did listen” and put “a lot of effort in.” He also cited support from institutions that recalled shares to vote, and he thanked the company’s proxy solicitor, Sodali, and legal counsel at Goodwin.
After a pause to allow votes to be finalized, Marsh returned to announce a preliminary tally, stating that the inspector of elections had confirmed that the requisite number of shares had been voted.
Marsh reported that stockholders voted against Proposal 1, meaning the charter amendment to adjust certain future voting requirements to align with Delaware law was not approved. He said the company would revisit the matter at the annual shareholder meeting and work with Nasdaq and others “to make this easier for us to get it to pass.”
Marsh then announced that stockholders voted in favor of Proposal 2. Based on the preliminary tally, the proposal to increase authorized common shares from 1.5 billion to 3.0 billion was approved.
In closing remarks, Marsh again thanked retail shareholders, saying their engagement helped the proposal pass and that, absent that outcome, he would have been “announcing a reverse stock split instead of going forward and growing the company from here.” He also said the company planned to be “loud and vocal” about making it easier for investors to vote through brokers and with regulators and exchanges.
Marsh noted that Plug Power’s updated earnings call would be hosted by Crespo in March, and the meeting was then adjourned.
Plug Power Inc is a U.S.-based company specializing in the design and manufacture of hydrogen fuel cell systems that serve as clean energy replacements for conventional batteries in electric vehicles and material handling equipment. Its core solutions include ProGen fuel cell engines, GenDrive power systems for forklifts and warehouse vehicles, and GenFuel hydrogen refueling infrastructure. These offerings are sold as standalone components or integrated turnkey solutions under the GenKey brand, providing customers with on-site refueling, equipment installation and maintenance services.
In addition to its fuel cell and refueling products, Plug Power develops backup power and off-grid energy solutions through its GenSure line, which targets telecommunications, data centers and utility applications.
The article “Plug Power Stockholders Approve Share Increase to 3B, Reject Charter Vote-Rule Change at Special Meeting” was originally published by MarketBeat.
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