We are Close on Proposal 2 – But We Still Need Your Help
Author: Andy Marsh, Plug CEO and Executive Chairman
We are encouraging our shareholders to vote yes for Proposals 1 and 2. Proposal 2 is for increasing the number of authorized shares. If this proposal does not pass, we will effectuate a reverse stock split. We must either increase the number of shares or do a reverse stock split; there is no other choice due to contractual obligations.
Shareholders, overwhelmingly, have told us that they prefer an increase in the number of shares at the annual meeting. That is why we are holding the special meeting. We are within 3% of passing Proposal 2.
One of the arguments against Proposal 2 is fear of dilution. The Company will have the shares to sell regardless of a no vote, 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 a minimum, the Company will have 1.2 B new authorized shares.
We all know that reverse stock splits can have a negative impact on the stock (whether this makes mathematical sense or not!). If you vote no on Proposal 2, you are voting for both a reverse stock split and an increase in the number of shares.
We encourage those who haven’t voted yet to vote yes on Proposal 2. And for those who voted no, you can still change to yes.
Voting Instructions by Broker
- Charles Schwab / TD Ameritrade
To cast your 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 an email received in recent weeks using the following keywords:
“id@proxyvote.com”, or “Plug Power”
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 any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.
- Fidelity / National Financial Services
To cast your 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 an email received in recent weeks using the following keywords:
“Fidelity.Investments.email@shareholderdocs.fidelity.com”, “e-notification@edocs.mybrokerageinfo.com”, “id@proxyvote.com”, or “Plug Power”
Follow the instructions in the email. If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.
- Morgan Stanley / E-Trade
To cast your 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 an email received in recent weeks using the following keywords:
“id@proxyvote.com”, or “Plug Power”
If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.
- Robinhood
To cast your 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 an email received in recent weeks using the following keywords:
“noreply@robinhood.com”, or “Plug Power”
Follow the instructions in the email by clicking the “Vote” icon.
If you have not received any proxy voting materials via email, contact your broker as soon as possible to request a control number to vote online.
- Merrill Lynch
To cast your 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 an email received in recent weeks using the following keywords:
“id@proxyvote.com”, or “Plug Power”
If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.
- Vanguard
To cast your 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 an email received in recent weeks using the following keywords:
“id@proxyvote.com”, or “Plug Power”
If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.
- Other brokers
Search your inbox for “Plug Power” or the below common domains supporting proxy voting.
“id@proxyvote.com”, “@proxydocs.com”, “@proxypush.com”
If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.
Some brokers outside of the U.S. do not allow retail shareholders to vote. Please contact your broker immediately if you have not received proxy materials in connection with the Plug Power Special Meeting.
Further Questions?
Contact the Company’s proxy solicitor, Sodali & Co, at (833) 924-7453 or Plug@investor.sodali.com.
Important Additional Information and Where to Find It
Plug has filed a definitive proxy statement and other relevant documents with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Special Meeting. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY because they contain important information about the matters to be voted on at the Special Meeting. Stockholders may obtain copies of these documents free of charge at the SEC’s website at www.sec.gov or on Plug’s website at www.plugpower.com.
Participants in the Solicitation
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 outlined in the definitive proxy statement for the 2025 Annual Meeting of Stockholders, which was filed with the SEC on June 9, 2025, and information about their ownership of Plug’s stock is outlined in the definitive proxy statement for the Special Meeting filed with the SEC on December 12, 2025.
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