FuelCell Energy Files 8-K: Director Changes & Shareholder Votes

TL;DR

FCEL filed an 8-K detailing director changes, executive comp, and shareholder votes. Governance shifts incoming.

AI Summary

FuelCell Energy, Inc. filed an 8-K on April 4, 2024, reporting on several key events. These include the departure of a director, the election of new directors, and updates to executive compensation arrangements. The filing also covers the submission of matters to a vote of security holders and the filing of financial statements and exhibits.

Why It Matters

This filing provides crucial updates on the company's governance and operational decisions, which can impact investor confidence and strategic direction.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can signal shifts in strategy or internal dynamics that may affect future performance.

Key Players & Entities

• FUELCELL ENERGY, INC. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• 3 Great Pasture Road (address) — Business Address
• Danbury (city) — Business Address City
• Connecticut (state) — Business Address State

FAQ

Key Financial Figures

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

Filing Documents

• tm2411121d1_8k.htm (8-K) — 45KB
• tm2411121d1_ex10-1.htm (EX-10.1) — 184KB
• 0001104659-24-044306.txt ( ) — 432KB
• fcel-20240404.xsd (EX-101.SCH) — 3KB
• fcel-20240404_lab.xml (EX-101.LAB) — 33KB
• fcel-20240404_pre.xml (EX-101.PRE) — 22KB
• tm2411121d1_8k_htm.xml (XML) — 3KB

02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Amendment and Restatement of the FuelCell Energy, Inc. Third Amended and Restated 2018 Omnibus Incentive Plan At the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of FuelCell Energy, Inc. (the "Company") on April 4, 2024, the Company's stockholders approved the amendment and restatement of the FuelCell Energy, Inc. Third Amended and Restated 2018 Omnibus Incentive Plan (as so amended and restated, the "Fourth Amended and Restated Incentive Plan"), which had previously been approved by the Company's Board of Directors (the "Board"), subject to stockholder approval. Additional information regarding the results of the Annual Meeting is set forth below under Item 5.07 of this Current Report on Form 8-K. The purpose of the amendment and restatement of the Third Amended and Restated 2018 Omnibus Incentive Plan was to authorize the Company to issue up to 25,000,000 additional shares of the Company's common stock pursuant to awards under the Fourth Amended and Restated Incentive Plan. Following the approval of the amendment and restatement (and therefore the Fourth Amended and Restated Incentive Plan) by the Company's stockholders at the Annual Meeting, the Fourth Amended and Restated Incentive Plan provides the Company with the authority to issue a total of 43,333,333 shares of the Company's common stock. The Fourth Amended and Restated Incentive Plan authorizes grants of stock options, stock appreciation rights, restricted stock, restricted stock units, shares, performance shares, performance units, incentive awards and dividend equivalent units to officers, other employees, directors, consultants and advisors. Up to 1,833,333 shares of the Company's common stock may be issued pursuant to the exercise of incentive stock options. The Board or the administrator of the Fourth Amended and Restated

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Company's Annual Meeting on April 4, 2024, four proposals were submitted to a vote of the holders of shares of common stock of the Company. The voting results with respect to those four proposals were as follows: (1) Election of seven directors to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified. NAME OF DIRECTOR VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES James H. England 89,481,033 26,345,593 1,230,015 96,928,563 Jason Few 103,354,323 12,463,442 1,238,876 96,928,563 Matthew F. Hilzinger 108,297,299 7,319,796 1,439,546 96,928,563 Natica von Althann 105,943,879 9,703,890 1,408,872 96,928,563 Cynthia Hansen 110,470,835 5,258,559 1,327,247 96,928,563 Donna Sims Wilson 91,526,953 24,167,974 1,361,714 96,928,563 Betsy Bingham 108,264,957 7,432,559 1,359,125 96,928,563 Accordingly, each of James H. England, Jason Few, Matthew F. Hilzinger, Natica von Althann, Cynthia Hansen, Donna Sims Wilson, and Betsy Bingham have been re-elected as directors. (2) Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2024. VOTES FOR: 180,508,389 VOTES AGAINST: 31,789,036 ABSTENTIONS:1,687,779 BROKER NON-VOTES: 0 Accordingly, the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2024 has been ratified. (3) Approval of the amendment and restatement of the FuelCell Energy, Inc. Third Amended and Restated 2018 Omnibus Incentive Plan. VOTES FOR: 86,486,359 VOTES AGAINST: 29,209,160 ABSTENTIONS: 1,361,122 BROKER NON-VOTES: 96,928,563 Accordingly, the amendment and restatement of the FuelCell Energy, Inc. Third Amended and Restated 2018 Omnibus Incentive Plan has been approved by the stockholders. (4) Approval, on a non-bin

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being filed herewith: Exhibit Number Description 10.1 FuelCell Energy, Inc. Fourth Amended and Restated 2018 Omnibus Incentive Plan, effective as of April 4, 2024. 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: April 5, 2024 By: /s/ Michael S. Bishop Michael S. Bishop Executive Vice President, Chief Financial Officer, and Treasurer

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View this 8-K filing on SEC EDGAR