FUELCELL ENERGY, INC. Item 5.02(e).Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The 2020 Annual Meeting of Stockholders ofFuelCell Energy, Inc. (the "Company"), which was called to order and adjourned onApril 9, 2020 , was reconvened and concluded onMay 8, 2020 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the amendment and restatement of theFuelCell Energy, Inc. 2018 Omnibus Incentive Plan (as so amended and restated, the "Plan"), which authorizes the Company to issue up to 4,000,000 additional shares of the Company's common stock pursuant to awards under the Plan and provides for an increase in the annual limit on the grant-date fair value of awards to any non-employee director of the Company from$200,000 to$250,000 . Following the approval of the Plan by the Company's stockholders at the Annual Meeting, the Plan provides the Company with the authority to issue a total of 4,333,333 shares of the Company's common stock. The 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 additional shares of common stock authorized under the Plan following stockholder approval include 1,000,000 shares the Company had reserved for settlement of restricted stock units granted pursuant to an Employment Agreement, effective as ofAugust 26, 2019 (the "Effective Date"), between the Company andJason Few , its President and Chief Executive Officer (the "Employment Agreement"). As previously disclosed, under the Employment Agreement,Mr. Few was to receive an award of 500,000 restricted stock units (the "Initial RSU Award"), which award was contingent on obtaining stockholder approval of a sufficient number of additional shares under the Plan. Because the Company's stockholders approved the Plan at the Annual Meeting, the grant of the Initial RSU Award was no longer contingent as of that date. The Initial RSU Award will vest on the third anniversary of the Effective Date ifMr. Few remains employed through the vesting date, or if the Company earlier terminates his employment without cause orMr. Few terminates his employment for good reason.Mr. Few is eligible to receive additional restricted stock units under the Initial RSU Award if, during the 30 days prior to the vesting date, the weighted average price of the Company's common stock exceeds$1.00 . The number of additional restricted stock units will range from zero for a weighted average price of$1.00 to a maximum of 500,000 units for a weighted average price of$6.00 , with linear interpolation for stock prices between$1.00 and$6.00 . Other than the grants toMr. Few described above, the Company cannot currently determine the benefits, if any, to be paid under the Plan in the future to the officers of the Company, including the Company's named executive officers. The Plan is described in detail in the Company's definitive proxy statement filed with theSecurities and Exchange Commission onFebruary 24, 2020 . A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the 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.
As noted above, the 2020 Annual Meeting of Stockholders of the Company, which was called to order and adjourned onApril 9, 2020 , was reconvened and concluded onMay 8, 2020 (the "Annual Meeting"). At the Annual Meeting, 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 2021 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 66,688,790 3,360,942 2,069,690 73,624,277
Jason Few 69,876,617 1,183,049 1,059,756 73,624,277
Chris Groobey 68,342,176 1,810,270 1,966,976 73,624,277
Matthew F. Hilzinger 66,607,237 3,445,961 2,066,224 73,624,277
Natica Von Althann 66,515,823 3,553,231 2,050,368 73,624,277
Accordingly, each of
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(2) Ratification of the selection of
registered public accounting firm for the fiscal year ending October 31,
2020 .
VOTES FOR: 140,829,090
VOTES AGAINST: 2,800,218
ABSTENTIONS: 2,114,391
BROKER NON-VOTES: 0
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: 58,399,466
VOTES AGAINST: 9,854,986
ABSTENTIONS: 3,864,970
BROKER NON-VOTES: 73,624,277
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 225,000,000 shares to 337,500,000 shares (the "Increase
Authorized Shares Proposal").
VOTES FOR: 107,321,904
VOTES AGAINST: 36,864,666
ABSTENTIONS: 1,557,129
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 225,000,000 shares to 337,500,000 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, including the authority to issue 4,000,000
additional shares of the Company's common stock under such amended and
restated Plan.
VOTES FOR: 59,862,617
VOTES AGAINST: 8,025,864
ABSTENTIONS: 4,230,941
BROKER NON-VOTES: 73,624,277
Accordingly, the amendment and restatement of the Company's 2018 Omnibus Incentive Plan has been approved by the stockholders.
As noted in Item 5.02 above, a copy of the Company's 2018 Omnibus Incentive Plan, as amended and restated, is filed with this Current Report on Form 8-K as Exhibit 10.1.
Item 7.01.Regulation FD Disclosure.
On
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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's Securities 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 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 SEC , through press releases or through other
public disclosure.
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 225,000,000 shares to
337,500,000 shares (the "Increase in Authorized Shares"). Accordingly, on May
11, 2020 , the Company filed a Certificate of Amendment of the Certificate of
Incorporation of the Company with the Secretary of State of the State 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 on May 11, 2020 , upon the filing of the Certificate of
Amendment with the Secretary of State of the State 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. , datedMay 11, 2020 . 10.1FuelCell Energy, Inc. 2018 Omnibus Incentive Plan, as amended and restated, effective as ofMay 8, 2020 . 99.1FuelCell Energy, Inc. 2020 Annual Meeting of Stockholders Presentation, datedMay 8, 2020 . 4
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