PLUG Plug Power Inc - 8-K

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).