Submission of Matters to a Vote of Security Holders.

Plug Power Inc. (the 'Company') held its 2021 annual meeting of stockholders (the 'Annual Meeting') in a virtual meeting format via live audio webcast on July 30, 2021. At the Annual Meeting, the Company's stockholders voted upon the following five matters:

1. The election of Andrew J. Marsh, Gary K. Willis, and Maureen O. Helmer as Class I Directors, each to hold office until the Company's 2024 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 the Fifth Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of common stock from 750,000,000 shares to 1,500,000,000 shares.

3. The approval of the Plug Power Inc. 2021 Stock Option and Incentive Plan.

4. The approval of a non-bindingadvisory resolution regarding the compensation of the Company's named executive officers.

5. The ratification of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.

At the Annual Meeting, the stockholders elected Andrew J. Marsh, Gary K. Willis, and Maureen O. Helmer as Class I Directors, approved the Fifth Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, approved the Plug Power Inc. 2021 Stock Option and Incentive Plan, approved the non-binding advisory resolution regarding the compensation of the Company's named executive officers, and ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.

Set forth below are the final voting results for each matter voted upon:

Proposal 1 - Election of Class I Directors

Director

For Withheld Broker Non-Votes

Andrew J. Marsh

289,643,929 4,432,500 76,344,190

Gary K. Willis

209,777,049 84,299,380 76,344,190

Maureen O. Helmer

246,191,525 47,884,904 76,344,190

Proposal 2 - Approval of the Fifth Certificate of Amendment of the Amended and Restated Certificate of Incorporation

For

Against

Abstain

Broker Non-Votes

313,359,558

55,198,226 1,862,835 0

Proposal 3 - Approval of the Plug Power Inc. 2021 Stock Option and Incentive Plan

For

Against

Abstain

Broker Non-Votes

247,893,109

43,883,630 2,299,690 76,344,190

Proposal 4 - Non-binding,Advisory Vote on Named Executive Officer Compensation

For

Against

Abstain

Broker Non-Votes

157,023,255

134,670,523 2,382,651 76,344,190

Proposal 5 - Ratification of Appointment of KPMG

For

Against

Abstain

Broker Non-Votes

352,051,900

15,610,084 2,758,635 0

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Plug Power Inc. published this content on 04 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 August 2021 22:00:21 UTC.