FuelCell Energy Changes Fiscal Year End

TL;DR

FCEL is changing its fiscal year end to Dec 31, effective this year. New reporting cadence incoming.

AI Summary

FuelCell Energy, Inc. filed an 8-K on September 4, 2024, reporting a change in its fiscal year end from October 31 to December 31. This change is effective for the fiscal year ending December 31, 2024. The company also filed financial statements and exhibits related to this change.

Why It Matters

This change in fiscal year end could impact the timing of financial reporting and investor analysis, potentially affecting how the company's performance is evaluated over different periods.

Risk Assessment

Risk Level: low — The filing is a routine administrative change regarding fiscal year end and does not involve any new financial commitments or operational shifts that would inherently increase risk.

Key Numbers

• 10-31 — Previous Fiscal Year End (The company previously ended its fiscal year on October 31.)
• 12-31 — New Fiscal Year End (The company is changing its fiscal year end to December 31, effective for the current fiscal year.)

Key Players & Entities

• FUELCELL ENERGY, INC. (company) — Registrant
• September 3, 2024 (date) — Earliest event reported
• September 4, 2024 (date) — Date of report
• October 31 (date) — Previous fiscal year end
• December 31 (date) — New fiscal year end

FAQ

Key Financial Figures

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

Filing Documents

• tm2423319d1_8k.htm (8-K) — 41KB
• tm2423319d1_ex3-1.htm (EX-3.1) — 218KB
• tm2423319d1_ex3-2.htm (EX-3.2) — 247KB
• 0001104659-24-096939.txt ( ) — 777KB
• fcel-20240903.xsd (EX-101.SCH) — 3KB
• fcel-20240903_lab.xml (EX-101.LAB) — 33KB
• fcel-20240903_pre.xml (EX-101.PRE) — 22KB
• tm2423319d1_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 September 3, 2024, the Board of Directors (the "Board") of FuelCell Energy, Inc. (the "Company") approved and adopted amendments to the Company's Second Amended and Restated By-laws (the "By-laws," and as so amended and restated, the "Third Amended and Restated By-laws"). The amendments, among other things: articulate the Board's authority to reschedule or cancel a meeting of stockholders that had previously been scheduled by the Board; provide that business transacted at a special meeting of stockholders is limited to the purposes stated in the notice of meeting; clarify that the voting standard for all matters submitted to the stockholders other than the election of directors is a majority of the votes cast unless a different or minimum vote is required by the Company's Certificate of Incorporation, the By-laws, the rules and regulations of any stock exchange applicable to the Company, or any law or regulation applicable to the Company or its securities, in which case such different or minimum vote shall be the applicable vote on the matter; articulate the authority of the chair of stockholder meetings to convene, recess or adjourn the meeting; update the advance notice provisions to, including, without limitation: o clarify that any business (other than a nomination) brought by a stockholder before an annual meeting must be a proper matter for stockholder action; o eliminate the requirement that the stockholder notice include information regarding performance related fees; o clarify that, in advance of a meeting of stockholders, the Board determines whether business or a nomination was properly brought before the meeting; o provide that the terms "affiliates" and "associates" have the meaning set forth in Rule 405 of the Securities Act of 1933, as amended; o limit the number of nominees that a stockholder may nominate at a meeting to th

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Third Amended and Restated By-laws, effective as of September 3, 2024 (unmarked version). 3.2 Third Amended and Restated By-laws, effective as of September 3, 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: September 4, 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