UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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).
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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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On and effective as of February 22, 2024, the Board of Directors of FuelCell Energy, Inc. (the “Company”) amended and restated the Company’s Second Amended and Restated By-laws (the “By-laws”) to revise Sections 1.11(c) and 2.3(c) to remove the definition of “Acting in Concert” and all references to “Acting in Concert” therein (as so amended and restated, the “Amended By-laws”). Prior to such amendment and restatement, these provisions required stockholders seeking to submit proposals or to nominate director candidates at meetings of stockholders to provide the Company with certain information including, in certain instances, information regarding persons with whom such stockholders were “acting in concert” as defined in the By-laws.
The foregoing description of the Amended By-laws is qualified in its entirety by reference to the full text of the Amended By-laws, which are attached hereto as Exhibit 3.1 (unmarked version) and Exhibit 3.2 (marked version) and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
Exhibit Number |
Description | |
| 3.1 | Amended By-laws, effective as of February 22, 2024 (unmarked version). | |
| 3.2 | Amended By-laws, effective as of February 22, 2024 (marked version). | |
| 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: February 22, 2024 | By: | /s/ Michael S. Bishop |
| Michael S. Bishop | ||
| Executive Vice President, Chief Financial Officer and Treasurer | ||