UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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. Fourth Amended and Restated 2018 Omnibus Incentive Plan
At the 2025 Annual Meeting of Stockholders of FuelCell Energy, Inc. (the “Company”), which was called to order and adjourned on April 3, 2025 and reconvened and concluded on April 17, 2025 (the “Annual Meeting”), the Company’s stockholders approved the amendment and restatement of the FuelCell Energy, Inc. Fourth Amended and Restated 2018 Omnibus Incentive Plan (as so amended and restated, the “Fifth 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 Fourth Amended and Restated 2018 Omnibus Incentive Plan was to authorize the Company to issue up to 750,000 additional shares of the Company’s common stock pursuant to awards under the Fifth Amended and Restated Incentive Plan.
Following the approval of the amendment and restatement (and therefore the Fifth Amended and Restated Incentive Plan) by the Company’s stockholders at the Annual Meeting, the Fifth Amended and Restated Incentive Plan provides the Company with the authority to issue a total of 2,194,444 shares of the Company’s common stock. The Fifth 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 61,111 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 Fifth Amended and Restated Incentive Plan may terminate the Fifth Amended and Restated Incentive Plan at any time. No award may be granted under the Fifth Amended and Restated Plan after the tenth anniversary of the approval of the Fifth Amended and Restated Plan by stockholders at the Annual Meeting.
The Fifth Amended and Restated Incentive Plan is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 21, 2025. A copy of the Fifth Amended and Restated Incentive Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Fifth Amended and Restated Incentive Plan set forth above is qualified in its entirety by reference to such materials.
Item 5.07.Submission of Matters to a Vote of Security Holders.
As noted above, the Company’s Annual Meeting, which was called to order and adjourned on April 3, 2025, was reconvened and concluded on April 17, 2025. At the Company’s Annual Meeting, 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 eight directors to serve until the 2026 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 | 2,330,833 | 1,738,661 | 39,271 | 4,886,930 | |||||||||||
Jason Few | 3,509,596 | 563,896 | 35,273 | 4,886,930 | |||||||||||
Matthew F. Hilzinger | 3,495,981 | 570,565 | 42,219 | 4,886,930 | |||||||||||
Natica von Althann | 3,497,898 | 570,208 | 40,659 | 4,886,930 | |||||||||||
Cynthia Hansen | 3,598,222 | 469,534 | 41,009 | 4,886,930 | |||||||||||
Donna Sims Wilson | 2,393,325 | 1,673,152 | 42,288 | 4,886,930 | |||||||||||
Betsy Bingham | 3,493,008 | 572,775 | 42,982 | 4,886,930 | |||||||||||
Tyrone Michael Jordan | 3,517,588 | 547,078 | 44,099 | 4,886,930 | |||||||||||
Accordingly, each of James H. England, Jason Few, Matthew F. Hilzinger, Natica von Althann, Cynthia Hansen, Donna Sims Wilson, Betsy Bingham, and Tyrone Michael Jordan have been re-elected as directors.
| (2) | Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as set forth in the “Executive Compensation” section of the proxy statement. |
VOTES FOR: 2,218,977
VOTES AGAINST: 1,818,703
ABSTENTIONS: 71,085
BROKER NON-VOTES: 4,886,930
Accordingly, the compensation of the Company’s named executive officers as set forth in the “Executive Compensation” section of the proxy statement has been approved by the stockholders.
| (3) | Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2025. |
VOTES FOR: 7,111,739
VOTES AGAINST: 1,783,753
ABSTENTIONS: 100,203
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, 2025 has been ratified.
| (4) | Approval of the amendment and restatement of the FuelCell Energy, Inc. Fourth Amended and Restated 2018 Omnibus Incentive Plan. |
VOTES FOR: 2,268,864
VOTES AGAINST: 1,766,791
ABSTENTIONS: 73,110
BROKER NON-VOTES: 4,886,930
Accordingly, the amendment and restatement of the FuelCell Energy, Inc. Fourth Amended and Restated 2018 Omnibus Incentive Plan has been approved by the stockholders.
Item 9.01.Financial Statements and Exhibits.
(d) | Exhibits. The following exhibits are being filed herewith: |
10.1 | ||
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 21, 2025 | By: | /s/ Michael S. Bishop |
Michael S. Bishop | ||
Executive Vice President and Chief Financial Officer | ||