UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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. Third Amended and Restated 2018 Omnibus Incentive Plan
At the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of FuelCell Energy, Inc. (the “Company”) on April 4, 2024, the Company’s stockholders approved the amendment and restatement of the FuelCell Energy, Inc. Third Amended and Restated 2018 Omnibus Incentive Plan (as so amended and restated, the “Fourth 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 Third Amended and Restated 2018 Omnibus Incentive Plan was to authorize the Company to issue up to 25,000,000 additional shares of the Company’s common stock pursuant to awards under the Fourth Amended and Restated Incentive Plan.
Following the approval of the amendment and restatement (and therefore the Fourth Amended and Restated Incentive Plan) by the Company’s stockholders at the Annual Meeting, the Fourth Amended and Restated Incentive Plan provides the Company with the authority to issue a total of 43,333,333 shares of the Company’s common stock. The Fourth 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 1,833,333 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 Fourth Amended and Restated Incentive Plan may terminate the Fourth Amended and Restated Incentive Plan at any time. No award may be granted under the Fourth Amended and Restated Plan after the tenth anniversary of the approval of the Fourth Amended and Restated Plan by stockholders at the Annual Meeting.
The Fourth 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 16, 2024. A copy of the Fourth 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 Fourth 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. |
At the Company’s Annual Meeting on April 4, 2024, 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 seven directors to serve until the 2025 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 | 89,481,033 | 26,345,593 | 1,230,015 | 96,928,563 | ||||
| Jason Few | 103,354,323 | 12,463,442 | 1,238,876 | 96,928,563 | ||||
| Matthew F. Hilzinger | 108,297,299 | 7,319,796 | 1,439,546 | 96,928,563 | ||||
| Natica von Althann | 105,943,879 | 9,703,890 | 1,408,872 | 96,928,563 | ||||
| Cynthia Hansen | 110,470,835 | 5,258,559 | 1,327,247 | 96,928,563 | ||||
| Donna Sims Wilson | 91,526,953 | 24,167,974 | 1,361,714 | 96,928,563 | ||||
| Betsy Bingham | 108,264,957 | 7,432,559 | 1,359,125 | 96,928,563 |
Accordingly, each of James H. England, Jason Few, Matthew F. Hilzinger, Natica von Althann, Cynthia Hansen, Donna Sims Wilson, and Betsy Bingham have been re-elected as directors.
| (2) | Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2024. |
VOTES FOR: 180,508,389
VOTES AGAINST: 31,789,036
ABSTENTIONS:1,687,779
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, 2024 has been ratified.
| (3) | Approval of the amendment and restatement of the FuelCell Energy, Inc. Third Amended and Restated 2018 Omnibus Incentive Plan. |
VOTES FOR: 86,486,359
VOTES AGAINST: 29,209,160
ABSTENTIONS: 1,361,122
BROKER NON-VOTES: 96,928,563
Accordingly, the amendment and restatement of the FuelCell Energy, Inc. Third Amended and Restated 2018 Omnibus Incentive Plan has been approved by the stockholders.
| (4) | 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: 52,136,311
VOTES AGAINST: 63,057,663
ABSTENTIONS: 1,862,667
BROKER NON-VOTES: 96,928,563
Accordingly, the compensation of the Company’s named executive officers as set forth in the “Executive Compensation” section of the proxy statement has not been approved by the stockholders.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are being filed herewith: |
| Exhibit Number |
Description | |
| 10.1 | FuelCell Energy, Inc. Fourth Amended and Restated 2018 Omnibus Incentive Plan, effective as of April 4, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 5, 2024 | By: | /s/ Michael S. Bishop |
| Michael S. Bishop | ||
| Executive Vice President, Chief Financial Officer, and Treasurer | ||