It comes as the company looks to build up cash reserves as it continues to burn cash.

In a blog post addressed to investors, outgoing CEO Andy Marsh framed the vote as a necessary step to keep the company operating smoothly, arguing the firm’s proposed amendments are being blocked by low voter participation.

Plug has offered two proposals that would give it significantly more power in raising capital through equity issuance.

The first would amend its corporate charter to “modernise” its voting standards. Under current rules, certain charter amendments require approval from a majority of all outstanding shares, meaning shares that do not vote effectively count as “no”.

 

The company is seeking to shift this to a standard where a proposal passes if it receives a majority of the votes actually cast.

The second, and more consequential, proposal would double the number of authorised shares it could issue from around 1.5 billion to three billion. These can determine how much equity Plug can issue in the future for fundraising, debt conversion, compensation, or transactions.

Plug held a vote on the proposals at the end of January, where both received majority support from attending voters – 92.622% and 89.09% respectively. However, they failed to pass as voter turnout reached just 39.63% and 46.86% of outstanding shares.

Marsh argued that the shortfall was driven largely by international shareholders who are unable or unwilling to vote due to broker fees, procedural hurdles, or limited proxy-voting access outside the US.

“If voting were easier in Europe, I believe proposal two…would have passed,” he said. “Investors in Asia face similar challenges.”

While urging its retail investors to vote in favour of the changes, Marsh warned, “the only alternative is for the company to implement a reverse stock split.”

Reverse stock splits are widely viewed by markets as a sign of financial distress and are often followed by further share issuance and continued price declines.

The calls come as Plug looks to stabilise its finances after decades of losses.

Following job cuts, efficiency savings, and increased sales from its electrolyser segment, the company has been striving for margin neutrality.

Marsh is also due to step down as CEO in March to make way for the current Chief Revenue Officer, Jose Luis Crespo, who has vowed to focus on “execution, profitability, and customer success.”