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): December 18, 2014

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:

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

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

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

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

Item 5.02. Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers.

(a) On December 18, 2014, at the conclusion of a regularly scheduled quarterly meeting of the Board of Directors of FuelCell Energy, Inc. (the “Company”), James D. Gerson resigned as a member of the Company’s Board of Directors pursuant to a letter of resignation dated December 18 attached as exhibit 99.1 hereto. Mr. Gerson subsequently sent an e-mail to Company counsel to explain the reason for his resignation. That e-mail is also attached as exhibit 99.2 hereto. Mr. Gerson, age 71, was a member of the Board of Directors for 22 years. Mr. Gerson was also Chairman of the Audit and Finance Committee and a member of the Executive Committee and Nominating and Corporate Governance Committee of the Company.

The Board accepted Mr. Gerson’s resignation and reaffirmed its support for the Company’s strategy and management.

The Company has appointed (i) Togo Dennis West Jr. to the Audit and Finance Committee, (ii) William A Lawson to the Executive Committee and (iii) James H. England to the Nominating and Corporate Governance Committee. The Company has also appointed John Rolls as Chairman of the Audit and Finance Committee.

(e) On December 18, 2014, the Board of Directors of the Company adopted (i) an Executive Compensation Recovery Policy and (ii) Stock Ownership Guidelines, each of which is attached as an exhibit hereto.

The Executive Compensation Recovery Policy sets forth the Company’s policy on recovery of erroneously paid incentive compensation made to any current or former executive officer of the Company in the event of an accounting restatement that results in a recalculation of a financial metric applicable to an award of incentive compensation if such restatement is due to the misconduct of an executive officer of the Company. The Stock Ownership Guidelines set forth expectations for the Company’s President, other executive officers and directors to maintain ownership positions in the Company’s shares of common stock.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	FuelCell Energy, Inc. Executive Compensation Recovery Policy, Approved December 18, 2014
10.2	FuelCell Energy, Inc. Stock Ownership Guidelines, Adopted December 18, 2014
99.1	Letter of Resignation from Mr. James Gerson dated December 18, 2014
99.2	E-mail from Mr. James Gerson to Company counsel dated December 20, 2014

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:	December 24, 2014	By:	/s/ Michael Bishop
			Michael Bishop
			Senior Vice President, Chief Financial Officer, Corporate Secretary and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
10.1	FuelCell Energy, Inc. Executive Compensation Recovery Policy, Approved December 18, 2014
10.2	FuelCell Energy, Inc. Stock Ownership Guidelines, Adopted December 18, 2014
99.1	Letter of Resignation from Mr. James Gerson dated December 18, 2014
99.2	E-mail from Mr. James Gerson to Company counsel dated December 20, 2014

EX-10.1

Exhibit 10.1

FuelCell Energy, Inc.

Executive Compensation Recovery Policy

Approved December 18, 2014

FuelCell Energy, Inc. (the “Company”), under the direction of the Company’s independent directors of the Board (the “Board”), may seek to recover any erroneously paid incentive compensation, made to any current or former executive officer of the Company in the event of an accounting restatement that results in a recalculation of a financial metric applicable to an award if, in the opinion of the Board, such restatement is due to the misconduct by one or more of the Company’s executive officers. If, in the opinion of the Board, recoupment is warranted, the amount subject to recoupment will, at a minimum, equal the difference between what the executive received and what he or she would have received under the corrected financial metrics over the three-year period prior to the restatement.

The Board will review all performance-based compensation awarded to or earned by the Company’s executive officers on the basis of performance during fiscal periods materially affected by the restatement. If, in the opinion of the Board, the Company’s financial results require restatement due to the misconduct by one or more of the Company’s executive officers, the Board may seek any remedy available under applicable law, subject to the following conditions: (i) whether there is reasonable evidence the executive officer engaged in the misconduct, (ii) whether the incentive compensation to be recouped was calculated based upon the financial results that were restated; (iii) whether the incentive compensation calculated under the restated financial results is materially different than the amount actually paid or awarded; and (iv) the cost and feasibility of recoupment efforts. The Board shall review the facts and circumstances and determine whether recovery is warranted, and if so, direct Management to proceed with recovery efforts.

DEFINITIONS

For purposes of this Policy, the following terms shall have the meanings set forth below:

“Executive Officer” shall mean any current or former officer who was designated an executive officer by the Board (as defined under the Securities and Exchange Act of 1934, as amended) and who was actively employed as an executive officer of the Company on or after the date this policy was first adopted.

“Incentive Compensation” shall mean all variable remuneration including the annual incentive awards and all forms of equity-based compensation, vested and unvested, and any gains realized from vested long-term incentive awards.

“Misconduct” shall mean a knowing violation of SEC rules and regulations or Company policy as determined by the Board of Directors. Such misconduct may include: i) material noncompliance with any financial reporting requirement under the securities laws; ii) materially disruptive activities including the willful act of fraud or recklessness in the performance of the executive officer’s duties iii) ethical or criminal violations.

The Board may delegate the duties described in this Policy to a Committee of the Board consisting solely of independent directors.

2

EX-10.2

Exhibit 10.2

FuelCell Energy, Inc.

Stock Ownership Guidelines

Adopted December 18, 2014

The Board of Directors (the “Board”) of FuelCell Energy, Inc. (“FuelCell” or the “Company”) has adopted Stock Ownership Guidelines (“Ownership Guidelines”). These Ownership Guidelines are applicable to all FuelCell Section 16 executive officers (“officers”) (as such term is defined pursuant to Section 16 of the Securities and Exchange Act of 1934, as amended) and the non-employee independent, directors of the Board (“directors”).

Ownership Guidelines

Pursuant to these Ownership Guidelines, each of the Company’s officers and directors will be expected to maintain an ownership position in the Company’s shares of common stock as set forth in the applicable guidelines below:

Minimum Stock Ownership Requirement

Leadership Position	Ownership Guideline
President and Chief Executive Officer	At least 300,000 shares
All other Section 16 Executive Officers	At least 150,000 shares
Non-Employee Independent Directors	At least 50,000 shares

Ownership Defined

For purposes of meeting the applicable Ownership Guidelines, stock that counts towards satisfaction of FuelCell’s Stock Ownership Guidelines include:

• FuelCell Energy common stock owned (i) directly by the officer or director or, his or her spouse, (ii) jointly by the officer or director or, his or her spouse, and (iii) indirectly by a trust, partnership, limited liability company or other entity for the benefit of the officer or director, or his or her spouse;

• 100% of Restricted Stock Awards (vested and unvested) issued under the Company’s Equity Incentive Plans;

• 100% of Common Stock issued under the Company’s Employee Stock Purchase Plan;

• 100% of unexercised Stock Options (vested and unvested) issued under the Company’s Equity Incentive Plans; and

• 100% of deferred stock units issued under the Company’s Director’s Deferred Compensation Plan.

Officers are expected to achieve target levels within 5 years of assuming their positions and directors are expected to achieve target levels within 5 years of commencement of service as a director.

Retention Ratio

Officers and directors must maintain at least 50% of the stock received from equity awards (on a shares issued basis) until minimum ownership requirement level is achieved.

Stock Holding Requirements

Once the ownership guideline has been achieved, officers will be required to maintain stock holding requirements for the duration of their employment with the Company and for directors, until their cessation from the Board.

Compliance

The Company’s Compensation Committee (the “Committee”) shall have authority to enforce these Stock Ownership Guidelines.

Non-Compliance

If an officer or director is not in compliance with the Ownership Guidelines, he or she will be prohibited from selling or otherwise disposing of FuelCell stock until his or her holdings meet the applicable minimum requirement, and then only to the extent that his or her remaining holdings do not fall below the applicable minimum holding requirement.

Administration

The Committee shall periodically assess these Ownership Guidelines and officer’s and director’s ownership relative to these guidelines. The Committee may amend or terminate these Ownership Guidelines in its discretion.

Non-Employee Non-Independent Directors

Non-employee non-independent directors are excluded as they represent investors in the company which already have ownership interest in FuelCell Energy.

Adjustments

Minimum share ownership requirements shall be adjusted in the event of any stock split, reverse stock split or other similar change in the Company’s outstanding capital stock.

2

Hardship

There may be instances in which the Ownership Guidelines would place a severe hardship on an Officer or Director. Under these circumstances, the Compensation Committee may, on a case-by-case basis, modify the Ownership Guidelines, in its discretion.

3

EX-99.1

Exhibit 99.1

JAMES D. GERSON

December 18, 2014

Board of Directors

Fuel Cell Energy, Inc.

Gentlemen,

I hereby resign my directorship in Fuel Cell Energy, Inc. effective today.

Very truly yours,

/s/ James D. Gerson

James D. Gerson

EX-99.2

Exhibit 99.2

I have read Item 5.02.

For some time I have advised the Chairman of the Company, the Board of Directors and the management of the company of what I view as a failure to adequately address the limited domestic sales of fuel cells. Having been unable to effect any material changes, I resigned.

Jim