FUELCELL ENERGY, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At the 2021 Annual Meeting of Stockholders of FuelCell Energy, Inc. (the
"Company") held on April 8, 2021 (the "Annual Meeting"), the Company's
stockholders approved the amendment and restatement of the Company's 2018
Omnibus Incentive Plan, as amended and restated (as so amended and restated, the
"Second Amended and Restated Plan"), which had previously been approved by the
Company's Board of Directors, subject to stockholder approval. The purpose of
the amendment and restatement was to authorize the Company to issue up to
8,000,000 additional shares of the Company's common stock pursuant to awards
under the Second Amended and Restated Plan.
Following the approval of the Second Amended and Restated Plan by the Company's
stockholders at the Annual Meeting, the Second Amended and Restated Plan
provides the Company with the authority to issue a total of 12,333,333 shares of
the Company's common stock. The Second Amended and Restated 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.
The Company cannot currently determine the benefits, if any, to be paid under the Second Amended and Restated Plan in the future to the officers of the Company, including the Company's named executive officers.
The Second Amended and Restated Plan is described in detail in the Company's definitive proxy statement filed with theSecurities and Exchange Commission onFebruary 19, 2021 . A copy of the Second Amended and Restated 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 Second Amended and Restated Plan set forth above does not purport to be complete and is qualified in its entirety by reference to such materials.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held onApril 8, 2021 , five proposals were submitted to a vote of the holders of shares of common stock of the Company. The voting results with respect to those five proposals were as follows:
(1) Election of five directors to serve until the 2022 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 85,060,945 20,733,429 1,954,084 77,505,571
Jason Few 104,102,512 2,037,452 1,608,494 77,505,571
Chris Groobey 98,993,182 6,797,300 1,957,976 77,505,571
Matthew F. Hilzinger 98,888,785 6,890,500 1,969,173 77,505,571
Natica Von Althann 94,298,425 11,504,102 1,945,931 77,505,571
Accordingly, each of
(2) Ratification of the selection of
registered public accounting firm for the fiscal year ending October 31,
2021 .
VOTES FOR: 180,750,369
VOTES AGAINST: 3,245,471
ABSTENTIONS: 1,258,189
BROKER NON-VOTES: 0
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Accordingly, the selection of
(3) 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: 81,175,868
VOTES AGAINST: 25,483,427
ABSTENTIONS: 1,089,163
BROKER NON-VOTES: 77,505,571
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.
(4) Approval of the amendment of the Company's Certificate of Incorporation,
as amended, to increase the number of authorized shares of common stock of
the Company from 337,500,000 shares to 500,000,000 shares (the "Increase
Authorized Shares Proposal").
VOTES FOR: 165,615,174
VOTES AGAINST: 18,348,023
ABSTENTIONS: 1,290,832
BROKER NON-VOTES: 0
Accordingly, the Increase Authorized Shares Proposal has been approved by the stockholders.
See Item 8.01 below for information regarding the Certificate of Amendment filed by the Company to increase the number of authorized shares of common stock of the Company from 337,500,000 shares to 500,000,000 shares, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1.
(5) Approval of the amendment and restatement of the
2018 Omnibus Incentive Plan, as amended and restated, including the
authority to issue 8,000,000 additional shares of the Company's common
stock under such amended and restated Plan.
VOTES FOR: 93,306,127
VOTES AGAINST: 13,209,749
ABSTENTIONS: 1,232,582
BROKER NON-VOTES: 77,505,571
Accordingly, the amendment and restatement of the Company's 2018 Omnibus Incentive Plan, as amended and restated, has been approved by the stockholders.
Item 7.01.Regulation FD Disclosure.
On
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. By furnishing the information contained in this Item 7.01, including Exhibit 99.1, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information contained in the presentation furnished as Exhibit 99.1 is summary information that is intended to be considered in the context of the Company'sSecurities and Exchange Commission ("SEC") filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the 3
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information contained in this presentation, although it may do so from time to
time. Any such updating may be made through the filing of other reports or
documents with the
Item 8.01. Other Events. As described in further detail in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting, the Company's stockholders approved the amendment of the Company's Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock of the Company from 337,500,000 shares to 500,000,000 shares (the "Increase in Authorized Shares"). Accordingly, onApril 8, 2021 , the Company filed a Certificate of Amendment of the Certificate of Incorporation of the Company with the Secretary of State of theState of Delaware (the "Certificate of Amendment") to effect the Increase in Authorized Shares. The Certificate of Amendment and the Increase in Authorized Shares became effective onApril 8, 2021 , upon the filing of the Certificate of Amendment with the Secretary of State of theState of Delaware .
A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01.Financial Statements and Exhibits.
(d) The following exhibits are being filed or furnished (as applicable) herewith:
Exhibit No. Description
3.1 Certificate of Amendment of the Certificate of Incorporation of
FuelCell Energy, Inc. , datedApril 8, 2021 . 10.1FuelCell Energy, Inc. Second Amended and Restated 2018 Omnibus Incentive Plan, effective as ofApril 8, 2021 . 99.1FuelCell Energy, Inc. 2021 Annual Meeting of Stockholders Presentation, datedApril 8, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
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