Plug Power Inc 8-K, filed Feb 22, 2021
Plug Power Inc (PLUG)
About this 8-K
Plug Power Inc filed this 8-K on February 22, 2021, reporting on events of February 18, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File | (IRS Employer | ||
| of incorporation) | Number) | Identification No.) |
|
| ||
| (Address of principal executive offices) | (Zip Code) |
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):
Securities registered pursuant to 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 18, 2021, the Board of Directors (the “Board”) of Plug Power Inc. (the “Company”) appointed Kimberly A. Harriman as a director and as a member of the Audit Committee of the Board, effective immediately. Ms. Harriman has been designated as a Class III director to serve until the Company's 2023 Annual Meeting of Stockholders or until her successor has been duly elected and qualified, or until her earlier death, removal or resignation. The Board has determined that Ms. Harriman is an independent director as defined in the NASDAQ Stock Market listing standards and applicable Securities and Exchange Commission rules and regulations.
Ms. Harriman is the Vice President, State Government Relations and Public Affairs, of Avangrid, Inc., an NYSE-listed energy provider operating in 24 states. Prior to joining Avangrid, from 2016 to December 2020, Ms. Harriman served as Senior Vice President, Public and Regulatory Affairs, for New York Power Authority, the largest public utility in the United States. Previously Ms. Harriman was General Counsel for the New York State Department of Public Service from 2014 to July 2016. Ms. Harriman holds a J.D. from Albany Law School of Union University and a B.A. in Political Science from Siena College.
For her service as a non-employee director, Ms. Harriman will be compensated in accordance with the Company’s Non-Employee Director Compensation Plan (the “Plan”). In accordance with the Plan, upon her appointment as a director, the Company granted Ms. Harriman options to purchase 4,479 shares of the Company’s common stock with an exercise price per share equal to the closing price of the Company’s common stock on the NASDAQ Capital Market on the date of grant. The options become fully vested on the first anniversary of the grant date, subject to Ms. Harriman’s continued service on the Board. Under the Plan, Ms. Harriman will receive an annual retainer of $60,000 for service as a director and $15,000 for service on the Audit Committee. In addition, pursuant to the Plan, Ms. Harriman will receive an annual equity grant comprised of (i) a non-qualified stock option for a number of shares of common stock equal to $112,500 divided by the closing price of the common stock on the grant date, and (ii) a number of shares of restricted common stock equal to $112,500 divided by the closing price of the common stock on the grant date. The stock option will have an exercise price equal to the fair market value of the common stock on the grant date and will vest fully on the first anniversary of the grant date. The restricted common stock will vest fully on the first anniversary of the grant date. In connection with her appointment to the Board, the Company and Ms. Harriman entered into the Company’s standard indemnification agreement for non-employee directors.
There are no arrangements or understandings between Ms. Harriman and any other person pursuant to which she was elected as a director. There are no transactions in which Ms. Harriman has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On February 22, 2021, the Company issued a press release with respect to Ms. Harriman’s appointment to the Board. A copy of the press release is furnished herewith as Exhibit 99.1.
The information included in this Item 7.01 and Exhibit 99.1 of this Current Report are not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall this item and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such future filing.
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Title | |
| 99.1 | Press Release of Plug Power Inc. dated February 22, 2021 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
3
SIGNATURE
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.
| Plug Power Inc. | ||
| Date: February 22, 2021 | By: | /s/ Paul Middleton |
| Name: Paul Middleton | ||
| Title: Chief Financial Officer |
4
Exhibit 99.1
Kimberly Harriman Joins Plug Power Board of Directors
LATHAM, N.Y., February 22, 2021 -- Plug Power Inc. (NASDAQ: PLUG), a leading provider of hydrogen, hydrogen engines and fueling solutions enabling e-mobility, has appointed Kimberly Harriman to Plug Power’s Board of Directors, and newest member to the Company’s audit committee. Ms. Harriman currently serves as Vice President, State Government Relations and Public Affairs, of Avangrid, Inc., an NYSE-listed energy provider operating in 24 states.
Ms. Harriman has over twenty years of experience in the energy industry. With Avangrid, she coordinates state government relations and public affairs for electric and gas utility subsidiaries in New York, Connecticut, Massachusetts and Maine and renewable onshore and offshore energy projects across 22 states. She contributes to the development of company policy positions on key energy issues, including greenhouse gas emission reductions, growth of renewable energy penetration, and investment in electric grid infrastructure.
Prior to Avangrid, she served as Senior Vice President, Public and Regulatory Affairs with New York Power Authority (NYPA), the largest public utility in the United States. Among many responsibilities to leverage her extensive regulatory experience to identify and capitalize on new business models and market opportunities, Harriman also led government and community affairs, including interface with local, state, and federal elected leaders and community stakeholders to further the policies and positions of the Power Authority across the NYPA network. She was the liaison with the NY Governor’s Office, interfacing on key initiatives including grid modernization, natural gas evolution, climate law and policy.
“Ms. Harriman’s experience in the energy industry strengthens the core competencies of our Board, as we develop and execute strategies for green hydrogen in the global energy matrix,” said Andy Marsh, CEO of Plug Power. “On behalf of Plug Power and our Board of Directors, I welcome Kim, and look forward to having her experience to help us build out the first nationwide green hydrogen network.”
“Plug Power is the global innovator in the green hydrogen energy space,” said Kim Harriman. “There is no denying the tremendous potential for this energy solution. I look forward to influencing adoption globally.”
Ms. Harriman holds a J.D. from Albany Law School of Union University and a B.A. in Political Science from Siena College.
About Plug Power
Plug Power is building the hydrogen economy as the leading provider of comprehensive hydrogen fuel cell turnkey solutions. The Company’s innovative technology powers electric motors with hydrogen fuel cells amid an ongoing paradigm shift in the power, energy, and transportation industries to address climate change and energy security, while meeting sustainability goals. Plug Power created the first commercially viable market for hydrogen fuel cell technology. As a result, the Company has deployed over 40,000 fuel cell systems for e-mobility, more than anyone else in the world, and has become the largest buyer of liquid hydrogen, having built and operated a hydrogen highway across North America. Plug Power delivers a significant value proposition to end-customers, including meaningful environmental benefits, efficiency gains, fast fueling, and lower operational costs. Plug Power’s vertically-integrated GenKey solution ties together all critical elements to power, fuel, and provide service to customers such as Amazon, BMW, The Southern Company, Carrefour, and Walmart. The Company is now leveraging its know-how, modular product architecture and foundational customers to rapidly expand into other key markets including zero-emission on-road vehicles, robotics, and data centers. Learn more at www.plugpower.com.
Safe Harbor Statement
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve significant risks and uncertainties about Plug Power Inc.("PLUG"), including but not limited to statements about PLUG's expectations regarding building out the first nationwide green hydrogen network. You are cautioned that such statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times that, or by which, such performance or results will have been achieved. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in these statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of PLUG in general, see PLUG’s public filings with the Securities and Exchange Commission, including the “Risk Factors” section of PLUG’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020. Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements are made as of the date hereof, and PLUG undertakes no obligation to update such statements as a result of new information.
SOURCE: PLUG POWER
Media Contact
Ian Martorana
The Bulleit Group
(415) 237-3681
plugpowerpr@bulleitgroup.com