From: Andy Marsh, CEO and Executive Chairman
We know that many of our long-term investors in Europe find it difficult to vote. In many cases, European traders actually need investors pay voting. It doesn't sound right, but that's the truth. Our team is working closely with our lawyers and our outside lawyers to see if there is a way to deal with this issue, but this is challenging.
If voting had been easier in Europe, I believe that proposal 2—authorization of an amendment to our constitution to increase the number of authorized shares of common stock available for issuance—would have passed on Jan. 29 Special Meeting. Investors in Asia face similar challenges, making ranking the vote more difficult than it should be.
This is another reason why it is so important that our US investors vote YESespecially on proposal 2. Your vote is really important and will have a negative impact on the outcome of the vote.
A final point for retail investors who voted no. Institutional investors voted almost unanimously in favor of these proposals. They spend time reading the applications in detail, and many take unusual steps to vote their shares, including taking the shares out of the mortgage.
Both of the lead advisory firms participating – ISS and Glass Lewis – also carefully reviewed our proposals presented at the Special Meeting and recommended a VOTE on both proposals. Importantly, ISS reported that “The proposed increase in the number of authorized shares of common stock is justified and there are no major concerns regarding the company's past use of shares.”
I will ask you to look at the decision again. As I have said before, if the 2nd proposal is valid not In the pass-through, the only option is for the Company to use a reverse stock split to effectively increase the number of our authorized shares of common stock available for issuance.
We will not do a stock reversal if proposal 2 passes.
So again, here's how you can vote—or more importantly, if you voted NOhow can you do it change your vote to YES.
- 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.