Plug Power Faces Critical Shareholder Vote Amid Legal Challenges

The clock is ticking for hydrogen technology firm Plug Power. The company finds itself in a precarious position as a crucial shareholder vote hangs in the balance, with CEO Andy Marsh making a direct plea for support. Preliminary results show approval for a key proposal sitting at 49.7%, a razor-thin margin below the required majority of over 50%. Management is now scrambling to secure every last vote to avoid significant consequences for its capital structure.

A Vote with Significant Implications

The core of the proposal, known as "Proposal 2," seeks to double the company's authorized common shares from 1.5 billion to 3 billion. This item has left a special meeting, initially convened in January and subsequently adjourned multiple times, in a state of limbo. In a statement released on the corporate website, Marsh disclosed the preliminary tally and urged investors who voted against or abstained to reconsider. The company reports that holders of more than 10 million shares have already changed their vote.

Marsh outlined the stark alternatives facing shareholders. A rejection would force the company to pursue both a reverse stock split and an increase in authorized shares. Conversely, a "yes" vote would simply expand the framework for potential future share issuance while sparing investors from an immediate reverse split.

Key Details of the Pending Decision:
* Current Approval Level: 49.7% (Required: >50%)
* Voting Deadline: February 16, 2026
* Primary Risk: A mandatory reverse stock split should the proposal fail.

Mounting Legal Pressure

Compounding the voting crisis is a wave of new legal action. Several law firms announced class-action lawsuits against Plug Power yesterday. The suits allege securities fraud related to disclosures concerning a $1.66 billion loan guarantee from the Department of Energy (DOE).

The litigation focuses on the period between January and November 2025. Specific points of contention include the suspension of activities under the DOE loan program and a change in company leadership that occurred in the autumn of 2025. The case is pending in the U.S. District Court for the Northern District of New York.

Market Reaction and Financial Scrutiny

This climate of uncertainty has taken a toll on the company's market value. Since January 22, 2026, Plug Power's shares have declined by approximately 21%. Investors are increasingly questioning the firm's financial flexibility and the status of its planned hydrogen production facilities, especially after the DOE financing was put on hold.

For Plug Power's leadership, the countdown is on. They must mobilize the missing percentage points before the voting concludes on February 16, 2026, at 11:59 PM Eastern Time. The final result will be announced at the reconvened meeting on February 17, 2026, setting the course for the company's near-term capital strategy.