8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 29, 2024

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	06810
	(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	FCEL	The Nasdaq Stock Market LLC (Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

(d)  Election of New Director

On April 29, 2024, the Board of Directors (“Board”) of FuelCell Energy, Inc. (the “Company”) increased the size of the Board to eight directors and elected a new director – Tyrone Michael Jordan – to serve on the Board effective April 29, 2024, until the annual meeting of the stockholders of the Company to be held in 2025 or until his earlier resignation or removal. In addition to his election to the Board, Mr. Jordan has been appointed, effective April 29, 2024, to serve on the Compensation and Leadership Development Committee and the Environmental, Social, Governance and Nominating Committee of the Board.

There are no arrangements or understandings between Mr. Jordan and any other person pursuant to which he was selected as a director, nor are there any transactions in which Mr. Jordan has an interest that would be reportable under Item 404(a) of Regulation S-K.

As a non-employee director, Mr. Jordan will be compensated in accordance with the Company’s compensation policies for non-employee directors, which are described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 16, 2024.

In connection with his election to the Board, Mr. Jordan received an annual retainer for service on the Board of $50,000 and annual non-chair committee fees of $7,500 for service on the Compensation and Leadership Development Committee and $7,500 for service on the Environmental, Social, Governance and Nominating Committee.

In addition, Mr. Jordan received an award of 123,749 restricted stock units (“RSUs”) under the Company’s Fourth Amended and Restated 2018 Omnibus Incentive Plan (the “Plan”), which Plan is described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on February 16, 2024, as amended and supplemented by the proxy supplement filed by the Company with the SEC on March 6, 2024. Such RSUs (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2025, (ii) are to be settled in cash or in shares of the Company’s common stock, at the discretion of the Compensation and Leadership Development Committee, as the administrator under the Plan, (iii) are subject to the Plan, and (iv) are subject to the terms and conditions set forth in the Restricted Stock Unit Award Agreement pursuant to which such RSUs are granted, which is based on the form of Restricted Stock Unit Award Agreement previously approved by the Compensation Committee.

Item 7.01.Regulation FD Disclosure.

On April 29, 2024, the Company issued a press release announcing the election of Tyrone Michael Jordan to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Item 7.01, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	FuelCell Energy, Inc. Press Release dated April 29, 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 29, 2024	By:	/s/ Michael S. Bishop
		Michael S. Bishop
		Executive Vice President, Chief Financial Officer, and Treasurer

EX-99.1

Exhibit 99.1

Tyrone Michael Jordan Appointed to FuelCell Energy’s Board of Directors

Automotive and aerospace industry executive with deep expertise in
advanced manufacturing systems, scaling manufacturing, and technology

DANBURY, Conn., April 29, 2024 (GLOBE NEWSWIRE) -- FuelCell Energy, Inc. (Nasdaq: FCEL), FuelCell Energy, Inc., announced that Tyrone Michael (“TJ”) Jordan has joined its board of directors.

Jordan’s extensive experience in operations, advanced manufacturing, commercialization, and global leadership will be a significant asset to the company’s board at a key time during the company’s ongoing growth efforts.

As the former President and Chief Operating Officer at DURA Automotive Systems, Jordan led strategic growth and operational initiatives across a global enterprise, demonstrating his ability to drive operational excellence and adapt to rapidly evolving commercial and technological advancements. Jordan spent more than two decades at General Motors, where he held various senior executive roles, including Global Executive Vice President of Operations & Customer Experience, Engineering, and New Vehicle Technologies. His international experience in Brazil, Mexico, and China, along with leadership roles in Korea, Argentina, and Europe, has equipped him with a global perspective across the industrial sector.

Jordan also served as Senior Vice President, Global Operations and Supply Chain, Aerospace Systems at United Technologies Corporation (UTC), where he was responsible for global operating and technology locations. His leadership was instrumental in the global integration of Goodrich into UTC.

FuelCell Energy CEO and President Jason Few said, “TJ brings a wealth of knowledge and experience to FuelCell Energy. His expertise in advanced manufacturing, engineering, product development, scaling manufacturing, and supply chain management will be invaluable as we continue to innovate and develop our cutting-edge products for customers around the world.”

Natica von Althann, member of the FuelCell Energy Board of Directors and Chair of its Environmental, Social, Governance and Nominating committee, commented, “FuelCell Energy is committed to providing advanced, sustainable solutions to meet growing demand for zero to low carbon energy delivery and decarbonization. TJ’s addition to the board is a testament to the company’s dedication to deepening the FuelCell Energy Board of Directors’ operational skill-base as the company scales globally.”

Jordan also serves on the Board of Directors at Oshkosh Corporation (NYSE: OSK), Axalta Coating Systems (NYSE: AXTA), and TPI Composites, Inc. (NASDAQ: TPIC), adding to the

Exhibit 99.1

manufacturing and manufacturing scale up experience he brings to the FuelCell Energy Board of Directors.

About FuelCell Energy
FuelCell Energy, Inc. is a global leader in sustainable clean energy technologies that address some of the world’s most critical challenges around energy, safety, and global urbanization. It collectively holds 531 fuel cell technology patents in the United States and globally. As a leading global manufacturer of proprietary fuel cell technology platforms, FuelCell Energy is uniquely positioned to serve customers including businesses, utilities, governments, and municipalities with sustainable products and solutions. The company’s solutions are designed to enable a world empowered by clean energy, enhancing the quality of life for people around the globe. Learn more at fuelcellenergy.com.

Source: FuelCell Energy

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XML

Document and Entity Information	Apr. 29, 2024
Cover [Abstract]
Entity Registrant Name	FUELCELL ENERGY, INC.
Entity Central Index Key	0000886128
Document Type	8-K
Document Period End Date	Apr. 29, 2024
Amendment Flag	false
Entity Emerging Growth Company	false
Entity File Number	1-14204
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-0853042
Entity Address, Address Line One	3 Great Pasture Road
Entity Address, City or Town	Danbury
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06810
City Area Code	203
Local Phone Number	825-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Security Exchange Name	NASDAQ
Trading Symbol	FCEL