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): June 2, 2021

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.

On June 2, 2021, Jennifer D. Arasimowicz notified FuelCell Energy, Inc. (the “Company”) of her decision to resign from her position as Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary, effective June 25, 2021, to pursue another opportunity. Ms. Arasimowicz’s departure is not the result of any disagreement with the Company or its Board of Directors. On June 7, 2021, the Company’s Board of Directors appointed Joshua Dolger, the Company’s Senior Counsel, to serve as the Company’s Interim General Counsel and Corporate Secretary, effective June 25, 2021, while the Company’s Board of Directors considers both internal and external candidates to serve as the new General Counsel and Corporate Secretary.

Mr. Dolger, age 47, has served as the Company’s Senior Counsel since May 17, 2021. Prior to that, from 2007 through March 2021, Mr. Dolger held a variety of legal positions of increasing responsibility at Terex Corporation, a global manufacturer of aerial work platforms and materials processing machinery, including Assistant General Counsel from January 2016 to March 2021. At Terex Corporation, Mr. Dolger had responsibility for a variety of legal work, including Securities and Exchange Commission filings, mergers and acquisitions, corporate governance and commercial contract drafting and negotiation. Mr. Dolger holds a Juris Doctor from Pace University School of Law and a Bachelor of Arts from the State University of New York at Albany and is a member of the State Bar in both Connecticut and New York.

Effective June 25, 2021, Mr. Dolger will receive an annual base salary of $340,000.00 and a target annual bonus equal to 55% of his base salary, as determined and approved by the Board of Directors of the Company (the “Board”). Mr. Dolger is also entitled to participate in the Company’s long-term incentive compensation program under its 2018 Omnibus Incentive Plan, as amended and restated, with the terms and conditions of any awards granted to Mr. Dolger being in the sole discretion of the Board.

There are no arrangements or understandings between Mr. Dolger and any other persons pursuant to which Mr. Dolger was selected to serve as Interim General Counsel and Corporate Secretary. There are also no family relationships between Mr. Dolger and any director or executive officer of the Company, and Mr. Dolger has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01.Regulation FD Disclosure.

On June 8, 2021, the Company issued a press release announcing the departure of Jennifer D. Arasimowicz and the appointment of Joshua Dolger as Interim General Counsel and Corporate Secretary. 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) The following exhibits are being filed or furnished (as applicable) herewith:

Exhibit No.	Description
99.1	FuelCell Energy, Inc. Press Release dated June 8, 2021.
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: June 8, 2021	By:	/s/ Michael S. Bishop
		Michael S. Bishop
		Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

FuelCell Energy Announces Departure of General Counsel

DANBURY, CT – June 8, 2021 – FuelCell Energy, Inc. (Nasdaq: FCEL) -- a global leader in fuel cell technology with a purpose of utilizing its proprietary, state-of-the-art fuel cell platforms to enable a world empowered by clean energy— today announced that Jennifer D. Arasimowicz, Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary, has elected to resign effective June 25, 2021 to pursue an opportunity with another company. Under Jennifer’s leadership, the Company has significantly expanded its legal capabilities and compliance functions in a manner that will assist in the Company’s plans for future growth.

“Jennifer’s leadership and expertise have been critical to FuelCell Energy’s transformation,” said Jason Few, President, Chief Executive Officer and Chief Commercial Officer at FuelCell Energy. “I’d like to thank Jennifer for her dedication and contributions to the Company and we wish her all the best in her future endeavors. Jennifer will remain a close friend of FuelCell Energy.”

“I have enjoyed my time at FuelCell Energy and my working relationships with an outstanding group of colleagues. I appreciate the opportunities I have had at the Company and wish the Company much success,” said Jennifer Arasimowicz.

Joshua Dolger has been appointed to the positions of Interim General Counsel and Corporate Secretary, effective June 25, 2021, while the Board of Directors considers both internal and external candidates for Jennifer’s replacement. Joshua recently joined FuelCell Energy from Terex Corporation where he served as Assistant General Counsel. “Josh’s experience as a senior corporate attorney will help to enable a smooth transition and I look forward to working more closely with Josh,” said Jason Few.

About FuelCell Energy

FuelCell Energy, Inc. (NASDAQ: FCEL): FuelCell Energy 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. As a leading global manufacturer of proprietary fuel cell technology platforms, FuelCell Energy is uniquely positioned to serve customers worldwide with sustainable products and solutions for businesses, utilities, governments and municipalities. Our solutions are designed to enable a world empowered by clean energy, enhancing the quality of life for people around the globe. We target large-scale power users with our megawatt-class installations globally, and currently offer sub-megawatt solutions for smaller power consumers in Europe. To provide a frame of reference, one megawatt is adequate to continually power approximately 1,000 average sized U.S. homes. We develop turn-key distributed power generation solutions and operate and provide comprehensive service for the life of the power plant. Our fuel cell solution is a clean, efficient alternative to traditional combustion-based power generation, and is complementary to an energy mix consisting of intermittent sources of energy, such as solar and wind turbines. Our customer base includes utility companies, municipalities, universities, hospitals, government entities/military bases and a variety of industrial and commercial enterprises. Our leading geographic markets are currently the United States and South Korea, and we are pursuing opportunities in other countries around the world. FuelCell Energy, based in Connecticut, was founded in 1969.

SureSource, SureSource 1500, SureSource 3000, SureSource 4000, SureSource Recovery, SureSource Capture, SureSource Hydrogen, SureSource Storage, SureSource Service, SureSource Treatment, SureSource Capital, FuelCell Energy, and FuelCell Energy logo are all trademarks of FuelCell Energy, Inc.

Contact:

FuelCell Energy, Inc.

ir@fce.com

203.205.2491

Source: FuelCell Energy

# # #

XML

Document and Entity Information	Jun. 02, 2021
Cover [Abstract]
Entity Registrant Name	FUELCELL ENERGY, INC.
Entity Central Index Key	0000886128
Document Type	8-K
Document Period End Date	Jun. 02, 2021
Amendment Flag	false
Trading Symbol	FCEL
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Security Exchange Name	NASDAQ
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
Security12b Title	Common Stock, $0.0001 par value per share
Trading Symbol	FCEL
Security Exchange Name	NASDAQ