FuelCell Energy Amends Bylaws, Fiscal Year

TL;DR

**FuelCell Energy just updated its corporate rules and fiscal year, signaling internal governance changes.**

AI Summary

FuelCell Energy, Inc. filed an 8-K on February 22, 2024, to report amendments to its Articles of Incorporation or Bylaws and changes in its fiscal year. The company, based in Danbury, Connecticut, with IRS Employer Identification No. 06-0853042, also included financial statements and exhibits in the filing. This filing indicates a corporate governance update rather than a financial performance announcement.

Why It Matters

Changes to a company's bylaws or fiscal year can impact its operational structure, reporting cycles, and potentially investor relations, signaling internal strategic adjustments.

Risk Assessment

Risk Level: low — This filing primarily concerns administrative and corporate governance updates, which typically carry low direct financial risk.

Key Players & Entities

• FUELCELL ENERGY INC (company) — Registrant
• February 22, 2024 (date) — Date of earliest event reported and filing date
• Delaware (company) — State of Incorporation
• 06-0853042 (company) — IRS Employer Identification No.
• Danbury, Connecticut (company) — Principal Executive Offices location

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share FCEL The Nasdaq

Filing Documents

• tm246776d1_8k.htm (8-K) — 29KB
• tm246776d1_ex3-1.htm (EX-3.1) — 245KB
• tm246776d1_ex3-2.htm (EX-3.2) — 249KB
• 0001104659-24-026337.txt ( ) — 793KB
• fcel-20240222.xsd (EX-101.SCH) — 3KB
• fcel-20240222_lab.xml (EX-101.LAB) — 33KB
• fcel-20240222_pre.xml (EX-101.PRE) — 22KB
• tm246776d1_8k_htm.xml (XML) — 4KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On and effective as of February 22, 2024, the Board of Directors of FuelCell Energy, Inc. (the "Company") amended and restated the Company's Second Amended and Restated By-laws (the "By-laws") to revise Sections 1.11(c) and 2.3(c) to remove the definition of "Acting in Concert" and all references to "Acting in Concert" therein (as so amended and restated, the "Amended By-laws"). Prior to such amendment and restatement, these provisions required stockholders seeking to submit proposals or to nominate director candidates at meetings of stockholders to provide the Company with certain information including, in certain instances, information regarding persons with whom such stockholders were "acting in concert" as defined in the By-laws. The foregoing description of the Amended By-laws is qualified in its entirety by reference to the full text of the Amended By-laws, which are attached hereto as Exhibit 3.1 (unmarked version) and Exhibit 3.2 (marked version) and incorporated by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Amended By-laws, effective as of February 22, 2024 (unmarked version). 3.2 Amended By-laws, effective as of February 22, 2024 (marked version). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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. FUELCELL ENERGY, INC. Date: February 22, 2024 By: /s/ Michael S. Bishop Michael S. Bishop Executive Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR