FuelCell Energy Adds Proxy Materials for April 4th Meeting

TL;DR

FCEL proxy materials updated for April 4th meeting - check for new info before voting.

AI Summary

FuelCell Energy, Inc. filed a Definitive Additional Materials proxy statement on March 21, 2024, supplementing its proxy statement for the 2024 Annual Meeting of Stockholders scheduled for April 4, 2024. This filing provides additional materials for shareholders regarding the upcoming meeting.

Why It Matters

This filing is important for shareholders as it contains supplementary information relevant to their voting decisions at the upcoming annual meeting.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing supplemental information and does not introduce new financial risks.

Key Players & Entities

• FuelCell Energy, Inc. (company) — Registrant
• 2024 Annual Meeting of Stockholders (event) — Meeting date
• April 4, 2024 (date) — Annual Meeting Date
• March 21, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $123 m — cal year 2023 revenue was approximately $123 million, suggesting a range from $49 mill
• $49 million — y $123 million, suggesting a range from $49 million to $308 million and 1 Quotations fro
• $308 million — suggesting a range from $49 million to $308 million and 1 Quotations from the ISS &ldquo
• $200 million — lization bucket” had a low end of $200 million and a high end of $1 billion, suggestin
• $1 b — w end of $200 million and a high end of $1 billion, suggesting a range of $50 millio
• $50 million — nd of $1 billion, suggesting a range of $50 million to $4 billion. ISS applied these size
• $4 billion — n, suggesting a range of $50 million to $4 billion. ISS applied these size constraints w
• $878 — for Top Quartile Companies (millions) $878 (B) Average CEO SCT Pay for These Co
• $3,882,775 — verage CEO SCT Pay for These Companies $3,882,775 (C) Average Revenue for Bottom Quart
• $67 — r Bottom Quartile Companies (millions) $67 (D) Average CEO SCT Pay for These Co
• $4,323,674 — verage CEO SCT Pay for These Companies $4,323,674 Top Quartile Average Revenue as Multi
• $1,343 — for Top Quartile Companies (millions) $1,343 (F) Average CEO SCT Pay for These Co
• $3,266,316 — verage CEO SCT Pay for These Companies $3,266,316 (G) Average Assets for Bottom Quarti
• $112 — r Bottom Quartile Companies (millions) $112 (H) Average CEO SCT Pay for These Co
• $1,844,512 — verage CEO SCT Pay for These Companies $1,844,512 Top Quartile Average Assets as Multip

Filing Documents

• tm249404d1_defa14a.htm (DEFA14A) — 76KB
• tm249404d1_defa14aimg001.jpg (GRAPHIC) — 5KB
• tm249404d1_defa14aimg002.jpg (GRAPHIC) — 57KB
• 0001104659-24-037398.txt ( ) — 162KB

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 March 21, 2024 Dear Stockholders of FuelCell Energy, Inc., On behalf of the Board of Directors of FuelCell Energy, Inc. (the “Company,” “we,” “us” or “our”), we are writing to encourage you to vote “FOR” Proposal 4, the advisory vote to approve the compensation of the Company’s named executive officers (“NEOs”) for fiscal year 2023 (the “Say on Pay Proposal”) , at the Company’s 2024 Annual Meeting of Stockholders, which will be held virtually on Thursday, April 4, 2024 at 1:00 p.m. Eastern Daylight Time. Please see page 80 of our definitive proxy for our Say on Pay Proposal. The proxy advisory firm Glass Lewis recommended that its clients vote “FOR” the Say on Pay Proposal, noting in its report that the three-year weighted average compensation of the Company's NEOs remains near the median of companies in the Glass Lewis peer group, and concluding that the Company maintains a reasonable pay program overall. In contrast, the proxy advisory firm Institutional Shareholder Services (“ISS”) recently recommended that its clients vote “against” the Say on Pay Proposal, citing an increase in our Chief Executive Officer’s compensation in fiscal year 2023 and the use of discretion to pay out an unmet operational target under our Management Incentive Plan in fiscal year 2023. For the reasons described below and in the Compensation Discussion and Analysis beginning on page 36 of the Proxy Statement, the Board of Directors of the Company unanimously recommends that you vote “FOR” the Say on Pay Proposal. Our Compensation Program is Designed to be Competitive As disclosed in the Proxy Statement, we have designed our compensation program to be competitive and cost-effective, while allowing us to attract, develop and retain executives critical to our long-term success. The Compensation Committee sought input from Meridian Compensation Partners, LLC, an independent compensation consulting firm, on executive compensation matters for fiscal year 2023, including the design and competitive position of our executive compensation program, our peer group, appropriate compensation levels and evolving compensation trends. We selected the peer group companies that we used to set competitive compensation levels based on factors including size, value and business model similarity. By contrast, ISS’s peer group companies on which it based its recommendation were selected on the basis of Global Industry Classification Standard classifications and size constraints for revenue and market value, with revenue being the primary factor used to determine size. Specifically, with respect to size constraints, ISS indicates that it selects companies as follows 1 : · “In general companies should fall in the range 0.4 to 2.5 times the company’s revenue” o Our fiscal year 2023 revenue was approximately $123 million, suggesting a range from $49 million to $308 million and 1 Quotations from the ISS “U.S. Peer Group FAQ” document. · “A potential peer must have a market cap that falls between 0.25 times the low end and 4 times the high end of the subject’s market capitalization bucket” o Our “market capitalization bucket” had a low end of $200 million and a high end of $1 billion, suggesting a range of $50 million to $4 billion. ISS applied these size constraints when selecting peers for assessing our pay-for-performance alignment, resulting in a 14-company peer group that: · Is comparable to us with respect to both revenue and headcount; but · Trends much smaller than our Company with respect to total assets (the median company in ISS’ peer group had less than one-fifth of our total assets and only one company had total assets greater than

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