FuelCell Energy Sets 2024 Shareholder Meeting

TL;DR

FCEL proxy supplement filed March 6 for April 4 shareholder meeting.

AI Summary

FuelCell Energy, Inc. filed a Definitive Proxy Statement (DEFA14A) on March 6, 2024, for its 2024 Annual Meeting of Stockholders scheduled for April 4, 2024. This filing serves as a supplement to its previously filed proxy materials, providing additional information to shareholders regarding the upcoming meeting.

Why It Matters

This filing informs shareholders about the upcoming annual meeting where key corporate decisions are made, including the election of directors and other important business matters.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing supplemental information for an upcoming shareholder meeting, not indicating new financial risks.

Key Players & Entities

• FUELCELL ENERGY INC (company) — Registrant
• 2024 Annual Meeting of Stockholders (event) — Subject of the proxy statement
• April 4, 2024 (date) — Date of the annual meeting
• February 16, 2024 (date) — Date mentioned in the supplement

FAQ

Key Financial Figures

• $0.0001 — Company’s common stock, par value $0.0001 per share (“common stock”),
• $59.63 — 0.0% Weighted average exercise price: $59.63 Weighted average remaining term: 1.4

Filing Documents

• tm248068d1_defa14a.htm (DEFA14A) — 65KB
• tm248068d1_defa14aimg001.jpg (GRAPHIC) — 3KB
• tm248068d1_defa14aimg002.jpg (GRAPHIC) — 4KB
• 0001104659-24-031540.txt ( ) — 75KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement þ Definitive Additional Materials ¨ Soliciting Material under §240.14a-12 FuelCell Energy, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): þ No fee required. ¨ Fee paid previously with preliminary materials. ¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Supplement to Definitive Proxy Statement For the 2024 Annual Meeting of Stockholders To be Held on April 4, 2024 On February 16, 2024, FuelCell Energy, Inc. (the “Company”) filed with the Securities and Exchange Commission a definitive proxy statement on Schedule 14A (the “Proxy Thursday, April 4, 2024 at 1:00 p.m. Eastern Daylight Time. The Company is providing this supplement to the Proxy Statement (this “Supplement”) to correct certain inadvertent and immaterial errors and supplement information included in the Proxy Statement, as described below. The Company urges you to read the Proxy Statement and this Supplement in their entirety. Except as specifically supplemented or amended by the information contained herein, all information set forth in the Proxy Statement remains unchanged. Capitalized terms used but not otherwise defined in this Supplement shall have the meanings assigned to such terms in the Proxy Statement. Outstanding Shares and Security Ownership of Certain Beneficial Owners and Management As disclosed in the Proxy Statement, the Board of Directors of the Company (the “Board”) set the close of business on February 5, 2024 as the record date (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 Annual Meeting and any adjournment or postponement thereof. In the Proxy Statement, the Company inadvertently reported an incorrect number of shares of the Company’s common stock outstanding as of the Record Date. The correct number of shares of common stock outstanding as of the Record Date is 451,862,054 (rather than 450,684,628 as reported in the Proxy Statement). The Company is providing this Supplement to correct the number of shares of the Company’s common stock outstanding as of the Record Date, which appears on pages 1, 62, and 81 of the Proxy Statement (the “Outstanding Share Correction”), and to reflect the effect of the Outstanding Share Correction on the percentage ownership of common stock outstanding for the two stockholders who beneficially own more than 5 percent of the outstanding common stock of the Company reported in the table on page 62 of the Proxy Statement (the “Beneficial Ownership Table”). The revised Beneficial Ownership Table, which reflects the Outstanding Share Correction, is set forth below. In the revised Beneficial Ownership Table, the percentage ownership of BlackRock, Inc. is 7.75% (rather than 7.77% as reported in the Proxy Statement) and the percentage ownership of The Vanguard Group is 9.42% (rather than 9.44% as reported in the Proxy Statement). Number of Shares Percentage Name Position Beneficially Owned(1) Beneficially Owned Directors and Named Executive Officers Jason Few President, Chief Executive Officer and Director 831,258 * Michael S. Bishop Executive Vice President, Chief Financial Officer and Treasurer 172,556 * Michael J. Lisowski Executive Vice President and Chief Operating Officer 149,288 * Joshua Dolger Executive Vice President, General Counsel and Corporate Secretary 20,083 * Mark Feasel Executive Vice President and Chief Commercial Officer 80,850 * James H. England (2) Director 8,836 * Matthew F. Hilzinger (3) Director 277 * Natica von Althann (4) Director 4,167 * Cynthia Hansen (5) Director 18,579 * Donna Sims Wilson (6) Director 8,143 * Betsy Bingham (7) Director — * ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (12 PERSONS) — 1,409,732 * Greater than 5% Stockholders BlackRock, Inc. (8) — 35,027,576 7.75% The Vanguard Group – 23-1945930 (9) — 42,555,798 9.42% *Less than one percent. (1) Unless otherwise noted, each person identified possesses sole voting and investment power with respect to the shares listed. (2)

View Full Filing

View this DEFA14A filing on SEC EDGAR