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Thank You and Some Perspective about the Recent Shareholder Vote

Published Date
Author Tracy Oakland

By Andy Marsh, CEO and Executive Chairman

I want to sincerely thank all of the shareholders who participated in our Special Meeting. Your vote prevented a reverse stock split — we passed Proposal 2 with 50.08% of the outstanding shares. Every single vote mattered.

Let me provide a little context.

In July 2025, Plug held its Annual Shareholder Meeting with two key proposals. One proposal authorized a reverse stock split. That required a majority of the shares cast and received just over 60% support from those who voted. The second proposal was to increase the number of authorized shares. That proposal required approval from more than 50% of the total shares outstanding — not just the shares that voted. While we received approximately 90% support from those who voted, we fell well short of the 50% of outstanding shares required for approval.

We heard our shareholders clearly.

We explored alternatives, including working with NASDAQ to determine whether there was a simpler pathway to achieve the vote threshold. Unfortunately, that was not possible at the time. So we moved forward with a process that we knew would be difficult.

Approximately 30% of Plug’s shares are held outside the United States. As many of you experienced firsthand, the voting process for European and Asian shareholders can be complicated and, in some cases, costly. We were advised that the prospects of reaching the required threshold were not favorable. But the voice of our shareholders was clear — and we moved forward.

Here are the steps we took:

  1. Engaged an outstanding proxy solicitor, Sodali & Co.
  2. Personally spoke with our institutional shareholders to secure support — in many cases they recalled shares that were out on loan in order to vote.
  3. Set the record date once institutional alignment was achieved.
  4. Secured support from both ISS and Glass Lewis.
  5. Launched an aggressive outreach campaign to retail investors.
  6. At the January adjourned meeting, we were approximately 43 million shares short.
  7. We then doubled down on our outreach, with many of us working the phones. International shareholders ultimately delivered about 24M votes, about 10M shares changed their vote, and the rest were new votes that came through for the proposal

Plug does not quit.

We are not perfect, but we are aligned with our retail shareholders. In fact, retail participation ultimately delivered more than 50% of the votes required to pass the proposal. That is significant.

Because of your effort, we avoided a reverse stock split.

On March 1, I will transition to serving solely as Chairman of Plug. I have complete confidence that Jose Luis Crespo will continue to grow the business while driving us toward sustained profitability. He knows the hydrogen industry deeply and is intensely focused on shareholders, customers, and employees.

I hope this gives you some insight into what it took to get this done.

Thank you again.

Andy

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