FuelCell Energy Files Proxy Statement for Annual Meeting

Ticker: FCELB · Form: DEF 14A · Filed: Sep 17, 2024 · CIK: 886128

Fuelcell Energy Inc DEF 14A Filing Summary
FieldDetail
CompanyFuelcell Energy Inc (FCELB)
Form TypeDEF 14A
Filed DateSep 17, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$0.0001
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, annual-meeting, governance

Related Tickers: FCEL

TL;DR

FCEL proxy statement out for annual meeting - vote on directors & auditors.

AI Summary

FuelCell Energy, Inc. filed a DEF 14A proxy statement on September 17, 2024, for its fiscal year ending October 31, 2024. The filing pertains to the company's annual meeting and related corporate governance matters. The company is seeking shareholder approval for various proposals, including the election of directors and the ratification of its independent registered public accounting firm.

Why It Matters

This filing provides shareholders with crucial information regarding company leadership, voting matters, and executive compensation, enabling informed participation in corporate governance decisions.

Risk Assessment

Risk Level: medium — DEF 14A filings are routine but can contain information about executive compensation, director elections, and shareholder proposals that may signal future strategic shifts or governance concerns.

Key Players & Entities

  • FuelCell Energy, Inc. (company) — Registrant
  • 20241031 (date) — Fiscal year end
  • 20240917 (date) — Filing date

FAQ

What is the primary purpose of this DEF 14A filing?

The primary purpose is to provide shareholders with information for the annual meeting, including proposals for the election of directors and ratification of the independent auditor.

When is FuelCell Energy's fiscal year end?

FuelCell Energy's fiscal year ends on October 31.

Who is the registrant for this filing?

The registrant is FuelCell Energy, Inc.

What is the filing date of this document?

The filing date is September 17, 2024.

What type of SEC filing is this?

This is a DEF 14A filing, which is a Definitive Proxy Statement.

Filing Stats: 4,662 words · 19 min read · ~16 pages · Grade level 13.3 · Accepted 2024-09-17 16:42:04

Key Financial Figures

  • $0.0001 — nding shares of Common Stock, par value $0.0001 per share (the "Common Stock"), and sha

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 5 Proposal 1 The Reverse Stock Split Proposal 7 Proposal 2 The Adjournment Proposal 17 Additional Information and Other Matters 18 General 18 Stockholder Proposals for the 2025 Annual Meeting 18 Householding 19 Quorum and Vote Required 19 Counting Votes 19 Voting By Proxy 20 Other Matters 20 Information About Attending the Special Meeting 20 Annex A — Certificate of Amendment of Certificate of Incorporation Table of Contents Proxy Statement FuelCell Energy, Inc., a Delaware corporation (referred to in this Proxy Statement as "we," "FuelCell", "FuelCell Energy" or the "Company"), is providing you with this Proxy Statement in connection with the solicitation by FuelCell's Board of Directors (the "Board") of proxies to be voted at FuelCell's Special Meeting of Stockholders (the "Special Meeting") and at any adjournment or postponement thereof. The Special Meeting will be a completely "virtual meeting" of stockholders to be held on Thursday, October 31, 2024 at 11:00 a.m. Eastern Daylight Time. You will be able to attend the Special Meeting as well as vote and submit your questions during the live audio webcast of the meeting by visiting www.virtualshareholdermeeting.com/FCEL2024SM and entering the 16-digit control number included in our notice of internet availability of proxy materials, on your proxy card or in the instructions that accompanied your proxy materials. The address of our principal executive office is 3 Great Pasture Road, Danbury, Connecticut 06810. The Board has set the close of business on September 10, 2024 as the record date for the determination of holders of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), who are entitled to notice of, and to vote at, the Special Meeting. As of September 10, 2024, there were 556,009,549 shares of Common Stock outstanding and entitled to vote at the Special Meeting. Holders

Forward-Looking Statements

Forward-Looking Statements This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding our plans and expectations with respect to the continuing development and commercialization of our current and future fuel cell technologies, the potential impacts and effects of the implementation of the Reverse Stock Split, and the potential impacts and effects of the failure of the stockholders to approve the Reverse Stock Split Proposal. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause such a difference are disclosed in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023 and subsequent Quarterly Reports on Form 10-Q. Stockholders, potential investors and others should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this Proxy Statement are made only as of the date of this document, unless otherwise specified and, except as required by law, we assume no obligation, and disclaim any obligation, to update such statements to reflect events or circumstances occurring after the date of this Proxy Statement. 4 Special Meeting Proxy Statement Table of Contents

Security Ownership of Certain Beneficial

Security Ownership of Certain Beneficial The following table sets forth certain information as of September 10, 2024, with respect to: (a) each of our directors; (b) each of our named executive officers identified in the Fiscal Year 2023 Summary Compensation Table on page 51 of our Definitive Proxy Statement on Schedule 14A filed with the SEC on February 16, 2024; (c) all of our directors and executive officers as a group; and (d) the stockholders known to us who beneficially own more than 5 percent of the outstanding Common Stock of the Company. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and dispositive power with respect to all shares of Common Stock they beneficially own. Applicable percentage ownership is based on 556,009,549 shares of Common Stock outstanding on September 10, 2024. In computing the number of shares of Common Stock beneficially owned by a person and the applicable percentage ownership of that person, we deemed outstanding shares of Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days of September 10, 2024 and shares of Common Stock issuable upon the vesting of restricted stock units ("RSUs") within 60 days of September 10, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Beneficial ownership representing less than 1 percent is denoted with an asterisk ("*"). Unless indicated otherwise, the address of each holder is in care of FuelCell Energy, Inc., 3 Great Pasture Road, Danbury, CT 06810. Number of Shares Percentage Name Position Beneficially Owned (1) Beneficially Owned Directors and Named Executive Officers Jason Few President, Chief Executive Officer and

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