By Andy Marsh, CEO and Executive Chairman
We ask you to vote YES to Proposition 2which increases the number of authorized shares.
If proposition 2 does not pass, The plug will be forced to use ia reverse stock split to meet our contractual obligations by the end of February – something no one wants. As I mentioned in the previous blog, a no vote voted successfully both increase in authorized shares again reverse stock split. That is simply the truth.
I know some retail investors are voting no as a protest against management because of the stock price drop. I understand the frustration. But voting no as a protest ends up hurting both the shareholders and the company.
I also want to be very clear about the impact of reverse stock splits. I know the math says market cap doesn't change and ownership percentage doesn't change. But in practice, the result is very different. Plug's partner bank shared the following data with me:
Stock Performance Following Reverse Stock Splits
| Market market | Separation rate | Pre-Partitioned Price | 1 week | 1 month | 3 months |
| It means | $757M | 1 out of 10 | $1.11 | -12% | -16% |
| Median | $521M | 1 out of 10 | $0.86 | -7% | -12% |
Source: CapIQ and FactSet as of September 16, 2025
Includes inverse segmentation by companies with a market cap between $250M and $3B as of 2023. Excludes REITs and divestitures associated with dividends, strategic announcements, or listings.
The data is clear: the reverse stock split has damaged stock pricesat least during the first three months. I don't know all the details of these 19 companies—but I know the outcome of the investors.
Let me be very clear. The plugin does not want to do reverse stock splits. If proposal 2 passes, we won't do one. If it fails, we will.
Please think carefully. Your vote really matters
So if you haven't voted yet please vote YES on article 2, and if you voted no or don't vote, please consider changing your vote to YES.
Here's how you can vote or change your vote:
- 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.