Author: Andy Marsh, Plug CEO and Executive Chairman
We encourage our shareholders to vote yes on Proposals 1 and 2. Proposal 2 is to increase the number of authorized shares. If this proposal does not pass, we will conduct a reverse stock split. We must increase the number of shares or conduct a reverse stock split; no other choice due to contractual obligations.
Shareholders, overwhelmingly, have told us they prefer an increase in the number of shares at the annual meeting. That's why we have a special meeting. We are within 3% of passing proposal 2.
One of the arguments against proposition 2 is the fear of dilution. The company will have shares to sell regardless of where they are voted, as shown in the table below:
| Reverse Stock Split Ratio | New Shares Available for Issuance |
| 1-5 | 1.2 B |
| 1-10 | 1.36 B |
| 1-20 | 1.43 B |
At least, the Company will have 1.2 new authorized shares B.
We all know that a distorted stock split can have a negative impact on a stock (whether this makes mathematical sense or not!). If you vote No on Article 2, you are voting for both a reverse stock split and an increase in the stock price.
Broker Voting Instructions
- Charles Schwab / TD Ameritrade
To vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for email received in recent weeks using the following keywords:
“[email protected]”, or “Connectivity”
You can log into your online account, use the keyword “proxy events” in the search bar, and navigate to proxy events.
If you have not received your proxy voting materials by email or mail, contact your vendor as soon as possible to request a control number to vote online.
- Trust / National Financial Services
To vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for email received in recent weeks using the following keywords:
“[email protected]“,”[email protected]“,”[email protected]”, or “Connectivity”
Follow the instructions in the email. If you have not received your proxy voting materials by email or mail, contact your vendor as soon as possible to request a control number to vote online.
To vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for email received in recent weeks using the following keywords:
“[email protected]”, or “Connectivity”
If you have not received your proxy voting materials by email or mail, contact your vendor as soon as possible to request a control number to vote online.
To vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for email received in recent weeks using the following keywords:
“[email protected]”, or “Connectivity”
Follow the instructions in the email by clicking the “Vote” icon.
If you have not received your proxy voting materials in the mail, contact your broker immediately to request a control number to vote online.
To vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for email received in recent weeks using the following keywords:
“[email protected]”, or “Connectivity”
If you have not received your proxy voting materials by email or mail, contact your vendor as soon as possible to request a control number to vote online.
To vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for email received in recent weeks using the following keywords:
“[email protected]”, or “Connectivity”
If you have not received your proxy voting materials by email or mail, contact your vendor as soon as possible to request a control number to vote online.
Search your inbox for “Plug Power” or the domains below that support proxy voting.
“[email protected]”, “@proxydocs.com”, “@proxypush.com”
If you have not received your proxy voting materials by email or mail, contact your vendor as soon as possible to request a control number to vote online.
Some retailers outside the US do not allow retail shareholders to vote. Please contact your dealer immediately if you have not received representative materials regarding the Plug Power special assembly.
More Questions?
Contact the Company's attorney, Sodali & Co, at (833) 924-7453 or [email protected].
Important Additional Information and Where to Find It
Plug has filed a definitive proxy statement and other related documents with the US Securities and Exchange Commission (“SEC”) regarding the Special Meeting. INVESTORS AND SECURITY PERSONS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS TO BE FILED WITH CARE AND AT ALL BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING THE MATTERS TO BE VOTED AT THE SPECIAL MEETING. Stockholders may obtain copies of these documents free of charge at the SEC's website at www.sec.gov or at Plug's website at www.plugpower.com.
Participants in the Request
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the Special Meeting. Information about the Company's directors and executive officers is disclosed in the proxy statement for the 2025 Annual Meeting of Shareholders, which was filed with the SEC on June 9, 2025, and information about their ownership of Plug stock is described in the proxy statement for the Special Meeting filed on December 25, 2 SEC.