Plug Power (NASDAQ:PLUG) used a business update webcast to address shareholder voting on a proposed increase in authorized shares and to answer investor questions about project development, U.S. policy tailwinds, and the company’s efforts to reduce cash burn.
CEO focuses on shareholder vote, especially Proposal 2
CEO Andy Marsh said the company’s outreach is centered on “Proposal 2,” which would increase the number of authorized shares. Marsh repeatedly urged shareholders to vote “yes,” emphasizing that authorizing shares is not the same as issuing them. He said the additional authorized shares could support business growth if needed, including potential merger-and-acquisition activity (which he said would require a shareholder vote).
Why the company says it needs more authorized shares now
Marsh said the company needs the authorized shares to meet contractual obligations tied to financing transactions, including a warrant sale and a convertible note deal completed in November. He said the warrant transaction brought in $370 million and has terms under which shares would not be issued unless the stock price is above $7.75; he added that, if exercised, the warrants could bring $1.2 billion into the company.
He characterized the convertible as a long-term instrument and said he would not expect to see those shares in the market, adding that converts are often refinanced or restructured several years later on improved terms. Still, he said shares must be authorized so they are available if required under the agreements.
Marsh also said the trading float would not change simply because authorized shares increase. He stated the company’s float is about 1.39 billion shares and said he did not expect that figure to “dramatically change” in the coming months.
Voting logistics: Europe, Asia, timing, and remaining vote count
In response to questions about overseas investors, Marsh said Plug Power is not excluding European shareholders from voting. Instead, he said European brokers often charge shareholders to vote and that the company is working with large brokers to improve the process. Marsh said if European shareholders could vote easily, the proposal “would have easily passed.”
For Asia, Marsh said the situation is “tougher,” describing how shares may be held in custody and loaned out, which can complicate voting for retail investors.
Marsh said shareholders who want to change a previously submitted vote can contact the company’s proxy solicitor, Sodali & Co., by phone at 833-924-7453 or by email at [email protected].
On the status of the vote, Marsh said the proposal needed fewer than 40 million additional shares to vote in order to pass at the time of the call. He said just over 52% of outstanding shares had voted, leaving roughly 48% (which he estimated at about 670 million shares) still not voted. He also said there were about 60 million institutional shares that had not yet voted and that he planned outreach to those holders during the week. Marsh said he was not aware of any institutions voting “no,” adding that ISS and Glass Lewis supported all three proposals.
Marsh said the company may adjourn the February 5 special meeting if additional time is required, and he estimated the meeting could close “around the 16th or 17th.” If Proposal 2 fails, he said the minimum reverse split ratio would be 1-for-5, while a 1-for-10 split would free 1.35 billion shares.
Project updates: AGA roadmap and data center opportunities
On the status of “AGA” and a final investment decision (FID), Marsh said he spoke with AGA the prior week and outlined a sequence of projects he expects to move forward. He said he believes Uzbekistan will be first to reach FID, followed by another project in Abu Dhabi, with Australia likely around 2027. He described the Uzbekistan project as a large undertaking, estimating it as “probably a $10 billion project overall,” and said the project would be used to create SAF and eSAF.
Marsh also addressed data center opportunities, saying Plug Power has been modeling how electrolyzers and stationary products could support data centers by providing power during peak grid demand and producing hydrogen during off-peak periods. He said that hydrogen could then be used for material handling customers such as Walmart and Amazon or to power stationary products during peak times. He described the company as the largest user of liquid hydrogen in the world, “bigger than NASA.”
U.S. hydrogen outlook and actions to reduce cash burn
Marsh said he is more optimistic than the broader perception that the U.S. hydrogen economy is “down.” He pointed to legislation he said passed in July that included a fuel cell tax credit through 2032 and a 30% tax credit, which he said has supported the company’s material handling business. He also said the bill provided a tax credit for hydrogen generation through 2027 for newly constructed assets, and that Plug’s Georgia plant will have it through 2032.
On scaling U.S. hydrogen production, Marsh highlighted the Georgia plant and referenced a Louisiana plant developed with Olin, saying learnings from the first facility carried into the second. He also tied future plant strategy to emerging applications, including space industry work referencing a “recent deal with NASA,” as well as potential coupling of plants with data centers.
On reducing cash burn and debt, Marsh said the company used a convertible deal to pay off a term loan and lower interest costs, describing a move from roughly 13%-14% interest to about 7%. He said cash use was “dramatically reduced” by at least 50% last year and cited “Project Quantum Leap” as a driver of improvements in gross margin over the first three quarters and revenue growth. Marsh said the company is “laser-focused” on achieving EBITDA break-even by the end of 2026, while also emphasizing the need to grow revenue to cover fixed costs.
About Plug Power (NASDAQ:PLUG)
Plug Power Inc is a U.S.-based company specializing in the design and manufacture of hydrogen fuel cell systems that serve as clean energy replacements for conventional batteries in electric vehicles and material handling equipment. Its core solutions include ProGen fuel cell engines, GenDrive power systems for forklifts and warehouse vehicles, and GenFuel hydrogen refueling infrastructure. These offerings are sold as standalone components or integrated turnkey solutions under the GenKey brand, providing customers with on-site refueling, equipment installation and maintenance services.
In addition to its fuel cell and refueling products, Plug Power develops backup power and off-grid energy solutions through its GenSure line, which targets telecommunications, data centers and utility applications.
