Plug Power (PLUG) Proxy filing summary

Executive summary

• Supplemental proxy materials address ISS's recommendation to vote against the 2025 say-on-pay proposal, emphasizing changes in compensation philosophy since 2021 and recent operational improvements.

• Project Quantum Leap in 2025 drove efficiency, cost reduction, and operational discipline, supporting long-term financial objectives and improved gross margin.

• Say-on-pay proposals received strong support in 2023–2025, reflecting sustained shareholder confidence in compensation design.

Voting matters and shareholder proposals

• Board urges shareholders to vote in favor of all ballot items, including the say-on-pay proposal, at the June 11, 2026 annual meeting.

Board of directors and corporate governance

• Compensation Committee engaged independent consultants and conducted regular shareholder outreach to align pay programs with market practices and investor sentiment.

• Governance best practices include robust stock ownership guidelines, Dodd-Frank compliant clawback policy, anti-hedging/pledging policies, and no repricing of stock options without shareholder approval.