Current Report Filing (8-k)
June 09 2020 - 4:15PM
Edgar (US Regulatory)
0001093691
false
0001093691
2020-06-04
2020-06-05
iso4217:USD
xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 5, 2020
Plug Power Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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1-34392
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22-3672377
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(State or other jurisdiction
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(Commission File
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(IRS Employer
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of incorporation)
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Number)
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Identification No.)
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968
Albany Shaker Road,
Latham,
New
York
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12110
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(Address of principal executive offices)
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(Zip Code)
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(518) 782-7700
Registrant’s telephone number, including
area code:
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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PLUG
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.02.
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Termination of a Material Definitive Agreement.
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The information contained in Item 8.01 is
incorporated herein by reference.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Plug Power Inc. (the “Company”)
held its 2020 annual meeting of stockholders (the “Annual Meeting”) in a virtual meeting format via live audio webcast
on June 5, 2010. At the Annual Meeting, the Company’s stockholders voted upon the following three matters:
1. The election of Lucas P. Schneider
and Jonathan Silver as Class III Directors, each to hold office until the Company’s 2023 annual meeting of stockholders
and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal.
2. The approval of a non-binding advisory
resolution regarding the compensation of the Company’s named executive officers.
3. The ratification of KPMG LLP as
the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
At the Annual Meeting, the stockholders
elected both Lucas P. Schneider and Jonathan Silver as Class III Directors, approved the advisory resolution on the compensation
of the Company’s named executive officers and ratified the appointment of KPMG as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2020.
Set
forth below are the final voting results for each matter voted upon:
Proposal 1 – Election of Class
III Directors
Director
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For
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Withheld
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Broker Non-Votes
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Lucas P. Schneider
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90,687,743
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4,167,264
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120,218,630
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Jonathan Silver
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90,980,144
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3,874,863
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120,218,630
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Proposal 2 – Non-binding, Advisory Vote on Named Executive
Officer Compensation
For
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Against
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Abstain
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Broker Non-Votes
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77,123,513
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10,356,218
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7,375,276
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120,218,630
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Proposal 3 – Ratification
of Appointment of KPMG
For
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Against
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Abstain
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Broker Non-Votes
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210,123,277
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3,721,436
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1,228,924
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0
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As previously disclosed on the Form
8-K filed on May 19, 2020, the Company repurchased $66,340,000 in aggregate principal amount of its 5.50%
Convertible Senior Notes due 2023 (the “2023 notes”) on May 13, 2020. On June 5, 2020, the Company terminated
100% of the capped call transactions that it had entered into in connection with the issuance of the 2023 notes. The Company received proceeds of approximately $24.2 million in connection
with such termination.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PLUG POWER INC.
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Date: June 9, 2020
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By:
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/s/ Paul Middleton
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Paul Middleton
Chief
Financial Officer
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