Plug Power Inc. (NASDAQ:PLUG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Effective as of the annual meeting of the stockholders of Plug
Power Inc. (the Company) described under Item 5.07 below,
Larry G. Garberding and Xavier Pontone each tendered their
respective resignation as a member of the Board of Directors of
the Company. Neither Mr.Garberding nor Mr.Pontone has any
disagreement with the Company on any matter relating to the
Companys operations, policies or practices.
(e) At the annual meeting of the stockholders of the Company
described under Item 5.07 below, the stockholders approved an
amendment and restatement of the Plug Power Inc. Amended and
Restated 2011 Stock Option and Incentive Plan (the 2011
Plan) to, among other things, increase the number of shares
of the Companys common stock authorized for issuance under the
2011 Plan from 17,000,000 to 30,000,000. A copy of the Second
Amended and Restated 2011 Stock Option and Incentive Plan is
attached hereto as Exhibit10.1 and is incorporated herein by
reference.
Item 5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year
On June30, 2017, the Company filed a Fourth Certificate of
Amendment to its Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of
Delaware (the Amendment). The Amendment increases the
number of authorized shares of common stock, par value $0.01 per
share (Common Stock), from 450,000,000 shares to
750,000,000 shares. The Companys stockholders approved the
Amendment at the annual meeting of the stockholders of the
Company described under Item 5.07 below.
The Amendment is attached hereto as Exhibit3.1 and is
incorporated herein by reference.
Item 5.07. Submission of Matters to a
Vote of Security Holders
The Company held its annual meeting of stockholders on June28,
2017 (the Annual Meeting). At the Annual Meeting, the
Companys stockholders voted upon the following seven matters,
which are described in detail in the Companys Definitive Proxy
Statement filed with the Securities and Exchange Commission on
May23, 2017:
1. The election of three directors each to hold office until the
Companys 2020 annual meeting of stockholders and until such
directors successor is duly elected and qualified or until such
directors earlier resignation or removal;
2. The approval of an amendment and restatement of the Companys
2011 Stock Option and Incentive Plan;
3. The approval of an Amendment to the Companys Amended and
Restated Certificate of Incorporation to increase the number of
authorized shares of Common Stock by 300,000,000 shares;
4. The approval of the issuance by the Company of shares of
common stock representing more than 20% of the Companys issued
and outstanding common stock upon the exercise of a warrant
issued by the Company to Amazon.com NV investments, LLC, a
subsidiary of Amazon.com,Inc.;
5. The approval of an advisory resolution regarding the
compensation of the Companys named executive officers;
6. An advisory proposal regarding the frequency at which the
Company should include an advisory vote regarding the
compensation of the Companys named executive officers in its
proxy statement for stockholder consideration; and
7. The ratification of KPMG LLP as the Companys independent
auditors for 2017.
The votes cast with respect to the election of directors were
as follows:
|
Director |
|
VotesFor |
|
Withheld |
|
|
Lucas P. Schneider |
52,001,510 |
2,463,977 |
|||
|
Gregory B. Graves |
51,395,517 |
3,069,970 |
|||
|
Douglas T. Hickey |
44,270,444 |
10,195,043 |
There were 111,372,626 broker non-votes on this matter. Each of
Lucas P. Schneider, Gregory B. Graves and Douglas T. Hickey was
elected as a ClassIII director, each to hold office until the
Companys 2020 annual meeting of stockholders and until such
directors successor is duly elected and qualified or until such
directors earlier resignation or removal.
The proposal to approve an amendment and restatement of the
Companys 2011 Stock Option and Incentive Plan was approved and
the results of the vote were as follows:
|
For: |
44,397,786 |
Against: |
8,741,404 |
Abstain: |
1,326,297 |
There were 111,372,626 broker non-votes on this matter.
The proposal to approve an Amendment to the Companys Amended
and Restated Certificate of Incorporation to increase the
number of authorized shares of Common Stock by 300,000,000
shares was approved and the results of the vote were as
follows:
|
For: |
129,449,304 |
Against: |
31,236,724 |
Abstain: |
5,152,085 |
There were no broker non-votes on this matter.
The proposal to approve the issuance by the Company of shares
of common stock representing more than 20% of the Companys
issued and outstanding common stock upon the exercise of a
warrant issued by the Company to Amazon.com NV investments,
LLC, a subsidiary of Amazon.com,Inc. was approved and the
results of the vote were as follows:
|
For: |
47,726,860 |
Against: |
5,940,317 |
Abstain: |
798,310 |
There were 111,372,626 broker non-votes on this matter.
The proposal to approve an advisory resolution regarding the
compensation of the Companys named executive officers was
approved and the results of the vote were as follows:
|
For: |
33,980,769 |
Against: |
18,637,884 |
Abstain: |
1,846,834 |
There were 111,372,626 broker non-votes on this matter.
The results of the vote on the advisory proposal regarding the
frequency at which the Company should include an advisory vote
regarding the compensation of the Companys named executive
officers in its proxy statement for stockholder consideration
were as follows:
|
1 Year: |
30,235,694 |
2 Years: |
2,017,571 |
3 years: |
20,430,067 |
Abstain: |
1,782,155 |
There were 111,372,626 broker non-votes on this matter.
Accordingly, a majority of the shares voting on the proposal,
in a non-binding, advisory vote, favored an annual vote on
executive compensation. After consideration of the voting
results and other factors, the Companys Board of Directors has
determined that the Company will hold annual non-binding,
advisory votes on executive compensation until the Board of
Directors otherwise determines a different frequency for such
votes.
The proposal to ratify the appointment of KPMG LLP as the
Companys independent registered public accounting firm for 2017
was approved and the results of the vote were as follows:
|
For: |
159,224,620 |
Against: |
3,488,716 |
Abstain: |
3,124,777 |
There were no broker non-votes on this matter.
Item 9.01. Financial Statements and
Exhibits
(d) Exhibits.
3.1 Fourth Certificate of Amendment of the Amended and Restated
Certificate of Incorporation of the Company
10.1 Second Amended and Restated 2011 Stock Option and
Incentive Plan.
PLUG POWER INC ExhibitEX-3.1 2 a17-15986_1ex3d1.htm EX-3.1 Exhibit 3.1 FOURTH CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PLUG POWER INC. Plug Power Inc.,…To view the full exhibit click here About Plug Power Inc. (NASDAQ:PLUG)
Plug Power Inc. is a provider of alternative energy technology focused on the design, development, commercialization and manufacture of hydrogen fuel cell systems used for the industrial off-road market and the stationary power market. The Company’s product line includes GenKey, GenDrive, GenFuel, GenCare and ReliOn. GenKey offers solutions to customers transitioning their material handling vehicles to fuel cell power. GenDrive is a hydrogen fueled proton exchange membrane (PEM) fuel cell system. It provides power to material handling vehicles. GenFuel is a hydrogen fueling delivery system. It is designed to allow customers to refuel its GenDrive units for productivity. GenCare is an ongoing maintenance program for both the GenDrive fuel cells and GenFuel products. ReliOn is a stationary fuel cell solution. It provides scalable, modular PEM fuel cell power to support the backup and grid-support power requirements of the telecommunications, transportation and utility sectors.