Plug Power CEO Pleads With Shareholders: Vote Yes or Face Reverse Split
February 2, 2026 · by Fintool Agent
Plug Power+2.40% CEO Andy Marsh took the unusual step of hosting a shareholder Q&A call Monday morning, making an emotional appeal for investors to vote "yes" on Proposal 2—or accept that a "no" vote effectively endorses both a share increase and a reverse stock split.
"If you vote no on Proposition 2, you are still voting for an increase in authorized shares as well as a reverse stock split," Marsh told shareholders on the call. "The outcome of a reverse stock split is a decrease in the stock price."
The hydrogen fuel cell company's stock has fallen 11% since the January 29 vote announcement, from $2.34 to $2.08 today, as traders price in reverse split risk.
The Vote Math: 89% Support, 47% Turnout
The problem isn't opposition—it's apathy and logistics.
At the original January 29 meeting, 89% of votes cast supported Proposal 2 (increasing authorized shares from 1.5 billion to 3 billion). But only 47% of outstanding shares were represented. Plug needs 50% plus one share voting yes to pass.
That means the company needs roughly 38 million more shares voted in favor—representing just 3.14% of outstanding shares.
"If the European shareholders could vote easily, we would not be having this call because this would have easily passed," Marsh admitted, explaining that European brokers charge shareholders to vote and many shares are held by custodians with shares out on loan.
The special meeting reconvenes Thursday, February 5, with possible adjournment until mid-February. The company must have shares authorized by February 28 to meet contractual obligations.
Why Shares Are Needed: Warrants and Converts
The share increase isn't about near-term dilution—it's about contractual obligations from two recent financing deals:
| Deal | Amount | Share Implications |
|---|---|---|
| Warrant Sale (2025) | $370M raised | Shares reserved at $7.75 strike—conversion would bring $1.2B |
| 7-Year Convertible | Refinanced term loan | Interest reduced from 13-14% to 7% |
"Let me be really clear. The shares for the [warrant] deal would not be issued until the stock price is above $7.75," Marsh explained. At $7.75, that's 3.7x the current price.
The convertible debt is a 7-year instrument. "Those shares aren't coming to the market. Usually what happens with converts is that deal will probably be redone 3 or 4 years from now for better terms," Marsh said.
Every institutional investor who voted has voted yes. ISS and Glass Lewis recommended yes on all proposals. The only institutions voting no are those who haven't voted at all.
Ask Fintool AI AgentBusiness Update: $10B Uzbekistan Project on Track
Beyond the vote drama, Marsh provided updates on Plug Power's mega-project pipeline that could transform the company's trajectory.
Allied Green Partnership: 5 GW Across Three Continents
| Project | Capacity | Investment | Products | FID Expected |
|---|---|---|---|---|
| Uzbekistan | 2 GW | $10B total project | SAF, eSAF, Green Diesel | H1 2026 |
| Abu Dhabi | TBD | Under development | eSAF | H2 2026 |
| Australia | 3 GW | Multi-billion | Green Ammonia | 2027 |
"I was in Uzbekistan with folks from Abu Dhabi who are going to be really helping to facilitate this deal," Marsh said. "I've been to the train line where products will get delivered. I've been to the land where the project will be built. I've been to the river where the water will come from."
The Uzbekistan project alone is valued at approximately $10 billion overall and would produce sustainable aviation fuel (SAF) and electro-SAF—critical products as airlines face mandates to reduce emissions.
Path to EBITDA Break-Even: 2026 Target
Plug Power has been a cash incinerator—$789 million in net losses through the first nine months of 2025 alone. But Marsh emphasized progress:
| Metric | Q3 2025 | Q3 2024 | Change |
|---|---|---|---|
| Revenue | $177M | $174M | +2% |
| Gross Margin | (67.9%) | (57.6%) | Deteriorated |
| Net Loss | $(362M) | $(211M) | Widened |
| Cash Burn | 50% lower YoY | — | — |
"We're seeing improvements in the first three quarters in gross margins. We're seeing an increase in revenue. We are laser-focused to achieve EBITDA break-even by the end of 2026," Marsh stated.
The company has $166 million in unrestricted cash plus $189 million restricted, totaling $355 million. Working capital stood at $288 million as of September 30, 2025.
Ask Fintool AI AgentCEO Transition: Marsh to Chairman, Crespo Takes Reins
Marsh confirmed his transition to executive chairman, with Jose Luis Crespo taking over as President and Chief Revenue Officer. "I hear Jose pushing people hard towards [EBITDA break-even]. It's one of the reasons I feel comfortable stepping back just to be the chairman," Marsh said.
The leadership change comes as Plug Power faces critical execution milestones:
- Data center opportunity: The company is modeling hydrogen-powered backup for data centers, combining electrolyzers with stationary fuel cells.
- Georgia hydrogen plant: Described as Plug's "best-selling tool," the plant uses stacks from the company's Rochester facility.
- NASA partnership: Recent contract for hydrogen supply.
Analyst Views: Deeply Divided
Wall Street is split on Plug Power, with price targets ranging from $0.80 to $7.00:
| Firm | Rating | Price Target |
|---|---|---|
| HC Wainwright | Buy | $7.00 |
| Clear Street | Buy | $3.00 |
| Canaccord Genuity | Hold | $2.50 |
| Wells Fargo | Equal Weight | $1.50 |
| BMO Capital | Underperform | $1.30 |
The consensus average target is approximately $2.73, implying 31% upside from current levels.
BMO's Ameet Thakkar has been consistently bearish, reiterating his Underperform rating after Plug's recent Walmart+2.94% agreement, which granted Walmart contingency rights to Plug's GenKey System technology.
What to Watch
February 5: Special meeting reconvenes at 10:00 AM ET.
Mid-February: If adjourned, final vote window closes around February 16-17.
February 28: Deadline to have authorized shares in place for contractual compliance.
H1 2026: Uzbekistan FID expected.
Q4 2026: EBITDA break-even target.
If the vote fails and Plug proceeds with a reverse split, historical precedent suggests the stock could face additional pressure—a painful irony for investors who voted "no" to avoid dilution.
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