By Andy Marsh, CEO and Executive Chairman
I want to thank all the shareholders who participated in our Special Meeting. Your vote prevented a reverse stock split — we passed Proposal 2 with 50.08% of the shares outstanding. Every vote was important.
Let me give a little context.
In July 2025, Plug held its Annual Meeting of Shareholders with two important proposals. One proposal authorized a reverse stock split. That required a majority of the votes cast and received the support of just over 60% of those who voted. The second proposal was to increase the number of authorized shares. That proposal required the approval of more than 50% of the number of shares outstanding—not just the shares voted. Although we received about 90% support from those who voted, we fell well short of the 50% of the remaining shares required for approval.
We have clearly heard from our shareholders.
We explored alternatives, including working with NASDAQ to determine if there was an easier way to achieve the vote limit. Unfortunately, that was not possible at the time. So we went ahead with the process which we knew would be difficult.
About 30% of Plug's shares are held outside the United States. As many of you have experienced firsthand, the voting process for European and Asian shareholders can be difficult and, in some cases, expensive. We were told that the prospects of reaching the required threshold were not good. But the voice of our shareholders was clear – and we moved forward.
Here are the steps we took:
- He partnered with a prominent lawyer, Sodali & Co.
- He personally spoke to our institutional shareholders for support – often recalling the shares they had borrowed to vote.
- Set a record date when center alignment is achieved.
- Secure support from both ISS and Glass Lewis.
- We launched a powerful campaign to reach out to retail investors.
- At the adjourned meeting in January, we were short about 43 million shares.
- Then we doubled down on our outreach, with many of us working the phones. International shareholders ended up submitting about 24M votes, about 10M shares changed their vote, and some new votes came from the proposal.
The plug doesn't stop.
We are not perfect, but we are compatible with our retail shareholders. In fact, store participation ultimately brought in more than 50% of the votes needed to pass the proposal. That is remarkable.
Thanks to your effort, we have avoided a distorted stock split.
On March 1, I will transition to serving solely as Plug Chairman. I have every confidence that Jose Luis Crespo will continue to grow the business while driving us towards sustainable profitability. He knows the hydrogen industry in depth and is very focused on shareholders, customers and employees.
I hope this gives you some insight into what it took to do this.
Thank you again.
Andy