0000950123-11-034977.txt : 20110412 0000950123-11-034977.hdr.sgml : 20110412 20110412170038 ACCESSION NUMBER: 0000950123-11-034977 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110407 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110412 DATE AS OF CHANGE: 20110412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUELCELL ENERGY INC CENTRAL INDEX KEY: 0000886128 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 060853042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14204 FILM NUMBER: 11755438 BUSINESS ADDRESS: STREET 1: 3 GREAT PASTURE RD CITY: DANBURY STATE: CT ZIP: 06813 BUSINESS PHONE: 2038256000 MAIL ADDRESS: STREET 1: 3 GREAT PASTURE ROAD CITY: DANBURY STATE: CT ZIP: 06813 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY RESEARCH CORP /NY/ DATE OF NAME CHANGE: 19930328 8-K 1 c15382e8vk.htm FORM 8-K Form 8-K
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 2011

FUELCELL ENERGY, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   1-14204   06-0853042
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
3 Great Pasture Road, Danbury, Connecticut
   06813
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (203) 825-6000
 
Not Applicable
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

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Item 5.07. Submission of Matters to a Vote of Security Holders.
There were six (6) matters submitted to a vote of securities holders at the FuelCell Energy, Inc. (the “Company”) Annual Shareholders’ Meeting, which was held on April 7, 2011. Following are the six (6) proposals:
(1) To elect eight (8) directors to serve for the ensuing year and until their successors are duly elected and qualified.
The results of the voting were as follows:
                         
NAME OF DIRECTOR   VOTES
FOR		     VOTES
WITHHELD		     BROKER
NON-VOTES		  
Arthur A. Bottone
     55,948,313       1,442,338       36,734,403  
Richard A. Bromley
     55,764,335       1,626,316       36,734,403  
James Herbert England
     55,783,609       1,607,042       36,734,403  
James D. Gerson
     55,734,818       1,655,833       36,734,403  
William A. Lawson
     55,691,627       1,699,024       36,734,403  
George K. Petty
     55,766,807       1,623,844       36,734,403  
John A. Rolls
     55,929,506       1,461,145       36,734,403  
Togo Dennis West, Jr.
     55,710,507       1,680,144       36,734,403  
(2) To ratify the selection of KPMG LLP as the independent registered public accounting firm for fiscal year 2011.
The results of the voting were as follows:
         
VOTES FOR
     92,486,095  
VOTES AGAINST
     1,083,698  
ABSTAINED
     555,261  
(3) To amend the FuelCell Energy, Inc. Amended and Restated Section 423 Stock Purchase Plan.
The results of the voting were as follows:
         
VOTES FOR
     55,375,801  
VOTES AGAINST
     1,468,122  
ABSTAINED
     546,728  
BROKER NON-VOTES
     36,734,403  

 

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(4) To amend the FuelCell Energy, Inc. Articles of Incorporation to increase the authorized common stock from 150,000,000 shares to 225,000,000 shares.
The results of the voting were as follows:
         
VOTES FOR
     84,840,400  
VOTES AGAINST
     8,495,455  
ABSTAINED
     789,199  
(5) To vote, on an advisory basis, on the compensation of the Company’s Named Executive Officers as set forth in the Executive Compensation section of the Company’s Proxy Statement dated February 22, 2011.
The results of the voting were as follows:
         
VOTES FOR
     55,165,700  
VOTES AGAINST
     1,796,578  
ABSTAINED
     428,373  
BROKER NON-VOTES
     36,734,403  
(6) To vote, on an advisory basis, on the frequency with which future advisory votes on the compensation of the Company’s Named Executive Officers will be conducted.
The results of the voting were as follows:
                                 
    1 YEAR     2 YEARS     3 YEARS     ABSTAINED  
VOTES FOR
     25,974,397       669,210       29,087,295       1,659,749  

 

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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 8, 2011

By:   /s/ Joseph G. Mahler
Joseph G. Mahler
Senior Vice President, Chief Financial Officer,
Corporate Secretary and Treasurer

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