Will the special meeting of stockholders please come to order? It's a pleasure to welcome you again to the 2026 special meeting of stockholders of Plug Power, Inc., which was originally convened on January 29, 2026, adjourned to February 5, 2026, and further adjourned till today, February 12, 2026. I am Andy Marsh, Chief Executive Officer and the Executive Chair of the company's Board of Directors, and I'll act as the chairman of the meeting today. We're conducting this special meeting virtually instead of in person. As with in-person meetings, stockholders will be able to vote and ask questions during the meeting. You can view the agenda for today's meeting in the virtual meeting portal in the section titled Meeting Materials.
On the right-hand side of your screen, our meeting materials include our proxy statement, and the rules of conduct for today's meetings have been provided as a virtual handout. Stockholders can submit questions online at any point during the meeting by entering them in the designated field on the web portal.
As we've been fortunate enough to have at the previous meeting, today, we have George McNamee, our Lead Director, Colin Angle, Mark Bonney, Maureen Helmer, Patrick Spence, Gregory Kenausis, and Gary Willis. I would like also introduce our executive team who are joining us today, either in person or virtually. José Crespo, our President and Chief Revenue Officer and future CEO, Paul Middleton, our Executive Vice President, Chief Financial Officer, and Chief Accounting Officer, and Gerard Conway, our Executive Vice President, Chief Legal Officer, and Corporate Secretary. We'll now proceed to the formal business of the meeting.
The Secretary has informed me that notice of the meeting and proxy material was sent to all stockholders of record as of December twelfth, twenty twenty-five, the record date. Only record holders of shares of Plug Power common stock as of the close of business on December twelfth, twenty twenty-five, are entitled to vote at the meeting. The company has designated Christopher Woods to serve as Independent Inspector of Elections. The Inspector of Elections has signed the oath of his office, which will be filed in with the minutes of this meeting. Immediately prior to calling this meeting to order, I confirmed the following with Mr. Woods: As of the record date, there are, were 1,391,635,243 shares of common stock outstanding in total to vote.
Accordingly, 463,878,415 shares of common stock, in person or by proxy at this special meeting, constitute a quorum. There are more than the number presented at this meeting. I therefore declare a quorum is present. We'll now transact the business for which this meeting has been called. Let me briefly describe the voting procedures. If you have not previously turned in your proxy card, and you do not intend to change your vote, it's not necessary that you complete another proxy or ballot. Your voting will be counted. If you are eligible to vote and not submit your proxy, or if you want to change your vote, you may do so by clicking on the voting button on the web portal and following the instructions there.
There are two orders of business on the agenda. The first order of the business is approval of amendment to the company's charter to adjust the voting requirements for certain future amendments to the charter to align with Section 242(d)(2) of the Delaware General Corporation Law. The affirmative votes of the holders of a majority of the voting power of the shares of common stock outstanding and entitled to vote on the matter, is required for approval. Each stockholder is entitled to vote for or against, or to abstain from voting on the proposal. The second order of business is the approval of an amendment to the company's charter to increase the number of authorized shares of the company's common stock from 1.5 billion to 3 billion shares.
The affirmative vote of holders of a majority of the voting power of the shares of common stock outstanding and entitled to vote, vote on the matter, is required for approval. Each stockholder is entitled to vote for or against, or to abstain from voting on this proposal. We'll now take a moment to answer any questions that have come in with respect to the formal business. Phil, maybe you can let me know if there's any questions. You can go ahead, Andy. There's no questions on the business. So it's now 4:08 P.M. on February twelfth, 2026, and the polls for each proposal to be voted on at the special meeting will remain open for an additional period to allow for stockholder participation. Any stockholder who has not voted and is participating through the virtual portal may submit their votes now.
The Inspector of Elections will continue to accept proxy for votes and any changes or revocations until the polls are formally closed. So, this is probably going to take a little bit, just so folks know. We have a few shareholders who are voting at the moment. We know... We have a good idea what's going to happen with the vote, but we need to make sure that Broadridge and the company are have everything finalized, so we can be done having meetings on this. Let me take a second here to really thank those who have taken the time to vote. Those who, and I know there are many of you who have spent time with your friends who you knew were shareholders, to ask them to vote.
I am so appreciative of the voters in Europe who have tried to vote, and some have been able to vote, most have not. You know, it is a shame that to vote is can be so difficult for people, and we would not be where we are today unless you really, all you have given the extra effort. You know, Plug went about putting proposal two out because back at our annual meeting, we had two proposals. One, to increase the number of authorized shares and one for a reverse stock split. 61% of the voters voted for a reverse stock split. 90% voted for the number of authorized shares.
Because the rules with increasing the number of authorized shares required a much greater vote than the rules required for a reverse stock split, we were able to get the reverse stock split. But it was clear to the company that the retail investors, especially, wanted us not to do a reverse stock split. So we spent a lot of time with Nasdaq. You know, we spent a lot of time trying to find a pathway to make all this work, and we think we're there. Well, you know, we're going to find out where things end up, but I really want everybody to know we did listen to you and know that you did not want to do a reverse stock split and put a lot of effort in.
I feel everybody at the end of this is going to be pleased. So, I just want to thank you again, and tell you how much we appreciate your work. You know, I really feel this has been a team effort on this whole process. You, the investors, we had a great deal of support from institutions, recalling shares to help in this process. You know, our proxy solicitor, Sidoti, I have nothing but great, great... Can't say anything but good things about everything they've done to help us in the process, as well as the folks at Goodwin. So we're going to pause. You're going to hear music in the background for a while here.
I will ask Teal to keep posted, people posting on social media, on our different platforms, when we expect to come back online to announce the final results. But again, thank you very much for everything you've done. Josh, you know, it's time we can go into, into Muzak and, we'll be back online, everybody, sometime during the evening. I'm back. This is Andy. I'll now announce the results of a preliminary tally of the votes cast on the proposals. I've been informed by Inspector of Elections that the requisite number of shares have been voted.
Against proposal one, it's been against the approval of amendment to the company's charter to adjust the voting requirements for certain future amendments to the charter to align with Section 242(d)(2) of the Delaware General Corporation Law. Just so everybody knows, we're gonna be back at the annual shareholder meeting and be working with Nasdaq and others to make this easier for us to get it to pass. And item two, I guess I—a bit of a drum roll because so many of you helped me and helped the company on getting this through. I know we have a lot of folks still on the line, and it's in favor of the approval of the amendment to the company's charter to increase the number of authorized shares of the company's common stock from 1.5 billion shares to 3 billion shares.
Accordingly, based on preliminary tally of the votes cast, proposal two is approved, and proposal one is not approved. You know, let me take one last final minute here, and again, really thank the retail shareholders. Your efforts, your engagement with the company on this proposal, it would not have passed. I'd be announcing a reverse stock split instead of going forward and growing the company from here. So you, you have my gratitude, and I really thank every one of you who voted, and even those retail shareholders who tried to vote and their vote didn't go through. We're gonna-- We're thinking about how to make it e- You know, it's a big system.
You know, we can't, we can't solve all the system elements, but we are going to be loud and vocal about making it easier for you to vote your shares with brokers, with the SEC, with Nasdaq and others. Thank you so much. I hope everyone has a wonderful evening and, look forward... You know, we have our updated earnings call, which José will host in March. So, the company will be talking to you soon. Thank you. Bye now. Ladies and gentlemen, this concludes the meeting. You may now disconnect.