Plug Power Inc 8-K, filed Feb 13, 2026
Plug Power Inc (PLUG)
About this 8-K
Plug Power Inc filed this 8-K on February 13, 2026, reporting on events of February 12, 2026.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described in Item 5.07 of this Current Report on Form 8-K, on February 12, 2026, Plug Power Inc. (the “Company”) held a reconvened special meeting of stockholders (the “Special Meeting”), at which the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation, as amended (the “Charter”), to increase the number of authorized shares of the Company’s common stock from 1,500,000,000 shares to 3,000,000,000 shares. The Charter Amendment became effective February 12, 2026 upon its filing with the Secretary of State of the State of Delaware.
The Charter Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Charter Amendment is qualified in its entirety by reference thereto.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Present at the Special Meeting, in person or by proxy, were holders of 769,385,735 shares of common stock of the Company as of December 12, 2025, representing at least one-third of the voting power of the outstanding shares of the Company’s common stock entitled to vote at the Special Meeting, which constituted a quorum. Holders of the Company’s common stock were entitled to one vote per share on each proposal.
The stockholders considered the following proposals at the Special Meeting and the final voting results are set forth below:
Proposal 1 - Amendment of the Company’s Charter to Adjust Voting Requirements to Align with Section 242(d)(2) of the Delaware General Corporation Law
| For | Against | Abstain | Broker Non-Votes | |||
| 562,318,084 | 32,118,632 | 9,099,148 | 165,849,871 |
Proposal 2 - Amendment of the Company’s Charter to Increase the Number of Authorized Shares of the Company’s Common Stock
| For | Against | Abstain | Broker Non-Votes | |||
| 696,657,258 | 66,316,964 | 6,411,513 | 0 |
At the Special Meeting, the stockholders approved Proposal 2 to amend the Charter to increase the number of authorized shares of the Company’s common stock from 1,500,000,000 shares to 3,000,000,000 shares. Proposal 1 did not receive the affirmative vote of a majority of the voting power of the shares of common stock outstanding and entitled to vote on the matter and therefore was not approved.
No other items were presented to the stockholders at the Special Meeting.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Sixth Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| PLUG POWER INC. | ||
| February 13, 2026 | By: | /s/ Paul Middleton |
| Paul Middleton | ||
| Chief Financial Officer | ||
Exhibit 3.1
SIXTH
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PLUG POWER INC.
(Pursuant to Section 242
of the General Corporation Law of the State of Delaware)
Plug Power Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:
FIRST: Upon the effectiveness of this Sixth Amendment (the “Sixth Amendment”) to the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the first paragraph of Article IV of the Certificate of Incorporation is hereby deleted and replaced in its entirety with the following:
“The total number of shares of capital stock which the Corporation shall have the authority to issue is Three Billion Five Million (3,005,000,000) shares, of which (i) Three Billion (3,000,000,000) shares shall be common stock, par value $0.01 per share (the “Common Stock”), and (ii) Five Million (5,000,000) shares shall be preferred stock, par value $0.01 per share (the “Undesignated Preferred Stock).”
SECOND: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Sixth Certificate of Amendment of Amended and Restated Certificate of Incorporation to be executed by Andrew Marsh, its Chief Executive Officer, this 12th day of February, 2026.
| PLUG POWER INC. | ||
| By: | /s/ Andrew J. Marsh | |
| Name: Andrew J. Marsh | ||
| Title: Chief Executive Officer | ||