Plug Power : Certificate of Incorporation/Bylaws - Form 8-K

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amended and Restated Bylaws

On April 24, 2024, the Board of Directors of Plug Power Inc., a Delaware corporation (the "Company"), approved and adopted the Company's Seventh Amended and Restated Bylaws (the "Seventh Amended and Restated Bylaws"), which became effective immediately, solely to reduce the quorum required to hold meetings of the Company's stockholders. The Seventh Amended and Restated Bylaws reduces the quorum requirement from a majority to one-third of the voting power of the outstanding stock entitled to vote, and present in person or represented by proxy, at the Company's stockholder meetings.

The Company reduced the quorum requirement to ensure that the Company may achieve quorum at the Company's subsequent meetings of stockholders. Without the quorum reduction, there is a high likelihood that the Company will not be able to obtain a quorum at future stockholder meetings, which would hinder the Company's ability to conduct business. The Company's experience over the last few years is that a significant number of its stockholders do not, either directly or through their brokerage accounts, complete their proxies or otherwise deliver voting instructions. Accordingly, securing a quorum at annual meetings has become a challenge despite the Company's best efforts to solicit participation of its stockholders, directly and with the assistance of its proxy solicitor. For example, shares representing only 56.2% of the voting power were present at the 2023 annual meeting of the Company's stockholders and the Company was not able to obtain the required quorum until the day before the scheduled annual meeting of the Company's stockholders. Similarly, the Company was not able to obtain the required quorum until two days before each of the scheduled 2022 and 2021 annual meetings of the Company's stockholders. The Company believes that reducing the quorum requirement to one-third of the stock entitled to vote on a proposal will reduce the risk of failing to achieve a quorum for any stockholder meetings, which failure would require the Company to adjourn such meetings and therefore cause the Company to incur additional costs and suffer disruptions to its business. If the stockholder turnout increases at stockholder meetings in the future, the Company will consider returning the quorum requirement to a majority of the stock entitled to vote on a proposal.

No other changes were made to the Seventh Amended and Restated Bylaws. The Company does not anticipate that the reduced quorum requirement will have any effect on the Company's business, aside from making it easier to hold stockholder meetings.

The foregoing description of the Seventh Amended and Restated Bylaws is only a summary and is subject to, and qualified in its entirety by reference to, the complete text of such document, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.