Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 18, 2021, the Board of Directors (the "Board") of Plug Power Inc.
(the "Company") appointed Kimberly A. Harriman as a director and as a member of
the Audit Committee of the Board, effective immediately. Ms. Harriman has been
designated as a Class III director to serve until the Company's 2023 Annual
Meeting of Stockholders or until her successor has been duly elected and
qualified, or until her earlier death, removal or resignation. The Board has
determined that Ms. Harriman is an independent director as defined in the NASDAQ
Stock Market listing standards and applicable Securities and Exchange Commission
rules and regulations.
Ms. Harriman is the Vice President, State Government Relations and Public
Affairs, of Avangrid, Inc., an NYSE-listed energy provider operating in 24
states. Prior to joining Avangrid, from 2016 to December 2020, Ms. Harriman
served as Senior Vice President, Public and Regulatory Affairs, for New York
Power Authority, the largest public utility in the United States. Previously Ms.
Harriman was General Counsel for the New York State Department of Public Service
from 2014 to July 2016. Ms. Harriman holds a J.D. from Albany Law School of
Union University and a B.A. in Political Science from Siena College.
For her service as a non-employee director, Ms. Harriman will be compensated in
accordance with the Company's Non-Employee Director Compensation Plan (the
"Plan"). In accordance with the Plan, upon her appointment as a director, the
Company granted Ms. Harriman options to purchase 4,479 shares of the Company's
common stock with an exercise price per share equal to the closing price of the
Company's common stock on the NASDAQ Capital Market on the date of grant. The
options become fully vested on the first anniversary of the grant date, subject
to Ms. Harriman's continued service on the Board. Under the Plan, Ms. Harriman
will receive an annual retainer of $60,000 for service as a director and $15,000
for service on the Audit Committee. In addition, pursuant to the Plan, Ms.
Harriman will receive an annual equity grant comprised of (i) a non-qualified
stock option for a number of shares of common stock equal to $112,500 divided by
the closing price of the common stock on the grant date, and (ii) a number of
shares of restricted common stock equal to $112,500 divided by the closing price
of the common stock on the grant date. The stock option will have an exercise
price equal to the fair market value of the common stock on the grant date and
will vest fully on the first anniversary of the grant date. The restricted
common stock will vest fully on the first anniversary of the grant date. In
connection with her appointment to the Board, the Company and Ms. Harriman
entered into the Company's standard indemnification agreement for non-employee
directors.
There are no arrangements or understandings between Ms. Harriman and any other
person pursuant to which she was elected as a director. There are no
transactions in which Ms. Harriman has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On February 22, 2021, the Company issued a press release with respect to Ms.
Harriman's appointment to the Board. A copy of the press release is furnished
herewith as Exhibit 99.1.
The information included in this Item 7.01 and Exhibit 99.1 of this Current
Report are not deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), nor shall this item and
Exhibit 99.1 be incorporated by reference into the Company's filings under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such future filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Title
99.1 Press Release of Plug Power Inc. dated February 22, 2021
104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
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