PLUG Plug Power Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 13, 2024

 

Plug Power Inc.

(Exact name of registrant as specified in its charter) 

 

Delaware		1-34392		22-3672377
(State or other jurisdiction		(Commission File		(IRS Employer
of incorporation)		Number)		Identification No.)

125 Vista Boulevard, Slingerlands, New York		12159
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (518) 782-7700

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 

 

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

Securities registered pursuant to 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		PLUG		The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 13, 2024, Plug Power Inc., a Delaware corporation (the “Company”), announced that Sanjay K. Shrestha has been appointed to serve as the Company’s President, effective November 13, 2024. Following the appointment of Mr. Shrestha, Andrew J. Marsh will continue to serve as the Company’s Chief Executive Officer and as a director.

 

Mr. Shrestha joined the Company as Chief Strategy Officer and Executive Vice President in April 2019, and was appointed as General Manager, Energy Solutions in January 2021. Prior to joining the Company, from 2015 to 2019, Mr. Shrestha served as both the Chief Investment Officer of Sky Solar Holdings, which owns and operates solar projects in Japan, Europe and the Americas, and President of Sky Capital America, which owns and operats solar projects in North and South America. From 2013 to 2015, he led the renewables investment banking effort at FBR Capital Markets (now known as B. Riley Financial, Inc.). Prior to joining FBR Capital Markets, Mr. Shrestha was the global head of renewables research coverage at Lazard Capital Markets and worked at First Albany Capital, where he built the firm’s renewables and industrial research practice. Mr. Shrestha serves as an independent director on the board of directors of Fusemachines, an artificial intelligence talent and education solutions company. In addition, Mr. Shrestha currently serves on the boards of directors of AccionaPlug S.L., which is the Company’s joint venture with Acciona Generación Renovable, S.A., and Hidrogenii, which is the Company’s joint venture with Niloco Hydrogen Holdings LLC, a wholly-owned subsidiary of Olin Corporation. Mr. Shrestha received a Bachelor of Science and an honorary doctorate degree in 2022 from The College of Saint Rose.

 

In connection with his new role, Mr. Shrestha will be entitled to an increase in annual base salary to $500,000. There is no arrangement or understanding between either Mr. Shrestha and any other person pursuant to which he was appointed as President. There are no family relationships between Mr. Shrestha and any of the Company’s directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer. Mr. Shrestha is not a participant in, nor is he to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended, in connection with his appointment. 

 

Item 7.01

Regulation FD Disclosure

 

As previously disclosed, the Company will host its 2024 Plug Symposium at its Vista manufacturing facility in Slingerlands, New York starting at 9:00 a.m. Eastern Time on November 13, 2024. During the symposium, certain of the Company’s officers will provide highlights of the Company’s business, including its applications, and certain of the Company’s officers and outside guest speakers will provide an overview of the hydrogen economy and the state of the industry. A copy of the presentation that will be used at the symposium is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. A recording of the webcast will be available on the Company's website for a period of time following the call.

 

In connection with the foregoing, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

The information included in this Item 7.01, Exhibit 99.1 and Exhibit 99.2 of this Current Report on Form 8-K is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall this item, Exhibit 99.1 or Exhibit 99.2 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such future filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Title
99.1		Presentation of Plug Power Inc., dated November 13, 2024.
99.2		Press Release of Plug Power Inc., dated November 13, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Plug Power Inc.
Date: November 13, 2024	By:	/s/ Paul Middleton
	Name:	Paul Middleton
	Title:	Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

Exhibit 99.2

 

Plug Power Hosts 2024 Plug Symposium

 

With the theme "Plug Doing Real Things," the event highlights how Plug is laying the groundwork for the next five years

 

Plug targets ~30% CAGR for Energy and Applications businesses from 2025 to 2030 and appoints Sanjay Shrestha new President

 

SLINGERLANDS, N.Y., Nov. 13, 2024 — Plug Power Inc. (NASDAQ: PLUG), a global leader in hydrogen solutions for the green hydrogen economy, is hosting its sixth annual Plug Symposium at the Company’s Vista headquarters and manufacturing facility in Slingerlands, N.Y. With the theme “Plug Doing Real Things,” this year’s event underscores Plug’s role in driving the global green hydrogen economy, showcasing its comprehensive portfolio of deployed solutions worldwide. In addition, the Plug executive team will lay the groundwork for growth over the next five years.

 

This event features presentations from CEO Andy Marsh and other top executives, as well as panel discussions that underscore Plug's role in the worldwide green hydrogen economy spanning policy, energy, applications, and technology.

 

2024 Milestones:

 

	·	Expanded Hydrogen Production: Commissioned a 15 TPD (ton per day) hydrogen plant in Georgia and upgraded a 10 TPD facility in Tennessee, strengthening Plug’s leadership in U.S. green hydrogen production.
	·	Record Electrolyzer Deployments: Deployed electrolyzers on five continents, including a 100 MW (megawatt) system for Galp.
	·	Major Customer Deliveries: Delivered initial liquid green hydrogen supplies to Walmart, Amazon, and Home Depot, and launched stationary power sites across the U.S.
	·	Technological Advancements: Launched next-gen PEM (proton exchange membrane) electrolyzers and a mobile refueler, enabling rapid hydrogen deployment for fleet vehicles.
	·	Strategic Global Partnerships: Formed key alliances with bp, Iberdrola, and Allied Green Ammonia to expand hydrogen infrastructure worldwide.

 

"As trailblazers in the new category of green hydrogen, we recognize innovation often comes with challenges. However, we have diligently built a strong foundation in both infrastructure and applications to not only meet these challenges but also to exceed the demands of our customers for a cost-effective, versatile, and low-carbon energy solution. Our commitment to innovation is unwavering, and we are tirelessly working to lead the charge in the global transition to sustainable energy," said Andy Marsh, CEO of Plug.

 

 

2025 and Beyond:

 

As Plug looks toward 2025, the Company remains laser-focused on several key priorities to drive sustainable growth and profitability.

 

	·	Plug’s Energy Business: Targeting ~30% CAGR from 2025 to 2030, with revenue growth expected to be largely driven by its electrolyzer and cryogenic solutions.
	·	Plug’s Applications Business: Targeting ~30% CAGR from 2025 to 2030 by expanding middle market opportunities in Material Handling, reaccelerating growth with pedestal customers, and driving sales of the Company’s large-scale stationary product.
	·	Plug’s Technology Roadmap: Targeting product improvements in performance, efficiency, and cost by focusing on research, development and design that impacts the commercial strategy and economical viability of the products and supports customers’ use of the products.
	·	Plug’s Approach to Policy: Navigating the shifting domestic and global political landscape that is creating both challenges and opportunities for businesses in the clean energy sector and leveraging hydrogen’s unique position in the U.S. political environment with historically bipartisan support for its role in creating jobs, promoting manufacturing competitiveness, and contributing to energy and national security to drive policy changes that are beneficial to the hydrogen industry.

 

Appointment of New President:

 

The Company is excited to announce that effective today Sanjay Shrestha, formerly the Company’s Chief Strategy Officer and General Manager, Energy Solutions, will assume the position of President while Andy Marsh will retain the position of CEO. As General Manager, Sanjay broadened the company’s product portfolio and expanded the Energy business to offer end-to-end solutions including electrolyzer, liquifier, and cryogenic businesses, while successfully overseeing the build-out of the Company’s hydrogen production plants. In his new role as President, Sanjay will be responsible for the strategic execution of Plug’s business priorities to establish a clear path to profitability with major emphasis on delivering on the Company’s targets for 2025. His leadership will focus on driving growth and expanding value for both customers and shareholders as Plug continues its momentum leading the green hydrogen economy.

 

"At Plug, we're not merely dreaming of a sustainable future, we're actively building it," said Sanjay Shrestha, President of Plug. "As I take on this new responsibility, I'm profoundly appreciative of the confidence vested in me to guide the strategic implementation of our path to profitability and delivering on our 2025 objectives. Our Symposium epitomizes Plug’s dedication to transforming strategy into tangible, impactful outcomes that generate value for our investors while propelling development of a green hydrogen economy. I extend my gratitude to our team, partners, and investors for their unwavering support as we collectively strive to realize this vision."

 

 

Financial Outlook:

 

Plug provides a financial outlook for 2025 and sets the stage for the next five years, as follows:

 

·

2025 Revenue: ~$850M to $950M

·

2025 Gross Margin: (20%) to (5%)

·

2030 Target Revenue: ~$3.75B

·

2030 Target Gross Margin: >30%

 

Join the 2024 Plug Symposium:

 

We invite all stakeholders to join us virtually for this important industry event. Register now at: https://event.on24.com/wcc/r/4709318/2EB78C1AF5AAF63684C7F1DF68A30983?partnerref=EarningsPR

 

A playback of the call will be available online for a period of time following the event.

 

About Plug Power

 

Plug is building an end-to-end green hydrogen ecosystem, from production, storage, and delivery to energy generation, to help its customers meet their business goals and decarbonize the economy. In creating the first commercially viable market for hydrogen fuel cell technology, the Company has deployed more than 69,000 fuel cell systems and over 250 fueling stations, more than anyone else in the world, and is the largest buyer of liquid hydrogen.

 

With plans to operate a green hydrogen highway across North America and Europe, Plug built a state-of-the-art Gigafactory to produce electrolyzers and fuel cells and is developing multiple green hydrogen production plants for commercial operation. Plug delivers its green hydrogen solutions directly to its customers and through joint venture partners into multiple environments, including material handling, e-mobility, power generation, and industrial applications.

 

For more information, visit www.plugpower.com.

 

Plug Power Safe Harbor Statement

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve significant risks and uncertainties about Plug Power Inc. (“Plug”), including but not limited to statements about Plug’s financial outlook, including revenue and gross margin projections for 2025 and 2030; Plug’s belief that it will achieve its target growth over the next five years; Plug’s ability to execute on its key priorities, including achieving target CAGR for certain of its businesses, and its belief that several key priorities will drive sustainable growth and profitability; Plug’s expectations regarding leadership change and the successful execution of Plug’s business priorities to establish a path to profitability and deliver on Plug’s targets for 2025.

 

 

You are cautioned that such statements should not be read as a guarantee of future performance or results as such statements are subject to risks and uncertainties. Actual performance or results may differ materially from those expressed in these statements as a result of various factors, including, but not limited to, the following: the risk that our ability to achieve our business objectives and to continue to meet our obligations is dependent upon our ability to maintain a certain level of liquidity, which will depend in part on our ability to manage our cash flows; the risk that the funding of our loan guarantee from the Department of Energy may be delayed and the risk that we may not be able to satisfy all of the technical, legal, environmental or financial conditions acceptable to the DOE to receive the loan guarantee; the risk that we may continue to incur losses and might never achieve or maintain profitability; the risk that we may not realize the anticipated benefits and actual savings in connection with the restructuring; the risk that we may not be able to raise additional capital to fund our operations and such capital may not be available to us on favorable terms or at all; the risk that we may not be able to expand our business or manage our future growth effectively; the risk that we may not be able to maintain an effective system of internal control over financial reporting; the risk that global economic uncertainty, including inflationary pressures, fluctuating interest rates, currency fluctuations, and supply chain disruptions, may adversely affect our operating results; the risk that we may not be able to obtain from our hydrogen suppliers a sufficient supply of hydrogen at competitive prices or the risk that we may not be able to produce hydrogen internally at competitive prices; the risk that delays in or not completing our product and project development goals may adversely affect our revenue and profitability; the risk that our estimated future revenue may not be indicative of actual future revenue or profitability; the risk of elimination, reduction of, or changes in qualifying criteria for government subsidies and economic incentives for alternative energy products, including the Inflation Reduction Act and our qualification to utilize the PTC; and the risk that we may not be able to manufacture and market products on a profitable and large-scale commercial basis. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Plug in general, see Plug’s public filings with the Securities and Exchange Commission, including the “Risk Factors” section of Plug’s Annual Report on Form 10-K for the year ended December 31, 2023, the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, and June 30, 2024 and September 30, 2024, as well as any subsequent filings. Readers are cautioned not to place undue reliance on these forward-looking statements. In addition, financial estimates, forecasts and projections are based on assumptions and analyses made by management based on its experience and perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. There is no assurance that such estimates, forecasts or projections will be realized. Information provided in this press release is solely as of the date hereof and may change or be modified at any time without notice. We disclaim any obligation to update forward-looking statements except as may be required by law.

 

Media Contact:
Fatimah Nouilati
Email: PlugPR@plugpower.com

 

 

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Cover	Nov. 13, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Nov. 13, 2024
Entity File Number	1-34392
Entity Registrant Name	Plug Power Inc.
Entity Central Index Key	0001093691
Entity Tax Identification Number	22-3672377
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	125 Vista Boulevard
Entity Address, City or Town	Slingerlands
Entity Address, State or Province	NY
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City Area Code	518
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	PLUG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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