Understanding Plug Power’s Special Supervoting Preferred for the Reverse Stock Split Vote

On June 5, 2025, Plug Power implemented a unique corporate governance tool: it issued a single share of Series F Mirroring Preferred Stock with super voting rights for the sole purpose of  magnifying the vote of common shareholders who vote on the reverse stock split proposal.

So, what does this special preferred share actually do?

Plug Power is asking shareholders to approve a reverse stock split at the upcoming annual meeting on July 3, 2025. To support the voting process, the Company issued one (yes, just one) share of a new Series F Preferred Stock to its CEO, Andy Marsh, for $1,000. But here’s the key: this share comes with an enormous 45 billion votes.

That might sound alarming—why give one person so much voting power? The catch is that this share must vote in proportion to how common shareholders vote. If, for example, 50.5% of the holders of common shares vote in favor of the reverse stock split, then 50.5% of the preferred share’s votes will be cast in favor of the reverse stock split. This design makes it impossible for the preferred share to override shareholder sentiment as the preferred share will serve to reflect the voting preference of the holders of common stock that vote on the reverse stock split – whether for or against the proposal.  In other words, the preferred share will simply mirror the vote of the holders of common shares that vote on the proposal on a larger scale.

Why do this at all? For a company like ours with a large retail base, achieving the necessary level of shareholder participation for a proposal can be difficult, especially when voter turnout is low. The preferred share will help to ensure the results better reflect the vote of common shareholders who do participate, avoiding disproportionate influence from non-voting shares.

Importantly, this share has no other powers. It can’t vote on anything else, can’t be converted into common stock, and will be redeemed by Plug for the original $1,000 right after the vote.

It’s also important to note that this corporate governance tool cannot be used for any other proposals, including the proposal to amend the Company’s charter to increase the number of our authorized shares (Proposal 2). For Proposal 2, a majority of all outstanding common shares must vote in favor of the proposal.

In short: the supervoting preferred is a temporary corporate governance tool to reflect the will of common shareholders on the reverse stock split proposal—and nothing more.

Important Additional Information and Where to Find It

As referenced above, the reverse stock split proposal will need to be voted upon at the 2025 annual meeting and the Company filed a preliminary proxy statement with the Securities and Exchange Commission (the “Commission”) on May 30, 2025, and intends to subsequently mail or otherwise make available a definitive proxy statement relating to, among other things, the reverse stock split proposal. This communication does not contain all the information that should be considered concerning the reverse stock split proposal, and is not intended to form the basis of any voting decision, investment decision or any other decision in respect of the reverse stock split proposal. STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS, INCLUDING THE DEFINITIVE PROXY STATEMENT (WHEN IT BECOMESAVAILABLE) THAT ARE FILED OR WILL BE FILED WITH THE COMMISSION IN CONNECTION WITH THE REVERSE STOCK SPLIT PROPOSAL, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE REVERSE STOCK SPLIT PROPOSAL AND OTHER PROPOSALS TO BE PRESENTED FOR VOTE AT THE 2025 ANNUAL MEETING. When available, the definitive proxy statement and other relevant materials will be sent or made available to stockholders of the Company as of June 9, 2025, the record date for the 2025 annual meeting. Stockholders will also be able to obtain copies of the preliminary proxy statement and the definitive proxy statement and other documents filed with the Commission, without charge, once available, at the Commission’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at https://www.ir.plugpower.com/financials/sec-filings/default.aspx.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the matters to be presented for vote at the 2025 annual meeting, including the reverse stock split proposal. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s filings with the Commission, including in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 thereto on Form 10-K/A filed with the SEC on April 30, 2025, which was filed with the Commission and is available free of charge at the Commission’s website at www.sec.gov, or on the Company’s website at https://www.ir.plugpower.com/financials/secfilings/default.aspx. Additional information regarding the interests of such participants is contained in the preliminary proxy statement and will be contained in the definitive proxy statement for the matters to be presented for vote at the 2025 annual meeting, including the reverse stock split, when available. In addition, we have engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies.