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): August 13, 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.

(d)  Election of New Director

On August 13, 2021, the Board of Directors (“Board”) of FuelCell Energy, Inc. (the “Company”) increased the size of the Board to seven directors and elected a new director – Donna Sims Wilson – to serve on the Board effective August 13, 2021, until the annual meeting of the stockholders of the Company to be held in 2022 or until her earlier resignation or removal. In addition to her election to the Board, Ms. Sims Wilson has been appointed, effective August 13, 2021, to serve on the Audit and Finance Committee and the Nominating and Corporate Governance Committee.

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

As a non-employee director, Ms. Sims Wilson 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 19, 2021.

In connection with her election to the Board, Ms. Sims Wilson received a pro-rated annual retainer for service on the Board of $33,333 and pro-rated annual non-chair committee fees of $6,667 for the Audit and Finance Committee and $5,000 for the Nominating and Corporate Governance Committee. The retainer and fees may be paid in cash or common stock of the Company at the election of Ms. Sims Wilson.

In addition, Ms. Sims Wilson received an award of 8,143 restricted stock units (“RSUs”) under the Company’s Second 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 19, 2021. Such RSUs (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2022, (ii) are to be settled in cash or in shares of the Company’s common stock, at the discretion of the Compensation 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, which is included as Exhibit 10.1 hereto.

The foregoing summary of the RSUs granted to Ms. Sims Wilson does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Restricted Stock Unit Award Agreement, a copy of which is included as Exhibit 10.1 hereto and incorporated herein by reference.

Item 7.01.Regulation FD Disclosure.

On August 16, 2021, the Company issued a press release announcing the appointment of Donna Sims Wilson 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) The following exhibits are being filed or furnished (as applicable) herewith:

Exhibit No.	Description
10.1	Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on November 13, 2018).
99.1	FuelCell Energy, Inc. Press Release dated August 16, 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: August 16, 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

Donna Sims Wilson Appointed to FuelCell Energy’s Board of Directors

● 37+ Years of Experience as a Leader in investment banking, finance, asset management and business development

● Proven track record of executing on business extension and commercialization of new products and ideas

● Extensive governance experience, including with the Export Import Bank of the United States and the Fannie Mae Advisory Council

● Strong advocate of Diversity, Equity and Inclusion

DANBURY, CT – August 13, 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 its Board of Directors has appointed Donna Sims Wilson to serve as a new independent director, effective August 13, 2021.  Ms. Sims Wilson is currently Chief Operating Officer of Kah Capital Management, an alternative asset management firm, where she serves on the Management Committee, the Investment and Risk Management Committee, and is Chairman of the Valuation Committee. Donna is an advocate of diversity, equity and inclusion initiatives, and she helps businesses break down demographic, social and geographic barriers to achieve expanded levels of success. Additionally, Donna brings extensive corporate governance experience through her international corporate board service, leadership positions with numerous not for profit boards and working closely with institutional investors and analysts.

Previously, Donna co-founded the National Association of Securities Professionals (NASP) Africa Financial Summit in 2015. With subsequent funding from USAID, Mobilizing Institutional Investors to Develop Africa’s Infrastructure (MiDA) was born and has since executed over $1 billion in African infrastructure investments from U.S. institutions. Donna’s leadership in ideating and launching these successful endeavors served as a precursor to her participation in leading a delegation of U.S. pension funds and foundations to the 2018 G20 Buenos Aires summit to educate global institutional investors on how to generate safe, risk-adjusted returns by investing in African infrastructure. Donna also previously served as Chair for the Export Import Bank of the United States on the Sub-Saharan African Advisory Board.

Donna is a frequent speaker at financial service industry events, has testified before the U.S. Congress on laws relating to diversity, and has appeared on CNBC’s Squawk Box and C-SPAN discussing issues of diversity, equity and how diverse populations are faring in the economic recovery. She was named One of the Most Powerful Women in Business by Black Enterprise Magazine and received NASP’s coveted Joyce Johnson Award in 2010.

Donna received her Bachelor of Arts in Political Science from Yale University.

Ms. Sims Wilson’s appointment expands the Board to seven directors, six of whom are independent. She will be a member of the Board’s Nominating and Corporate Governance and Audit and Finance Committees.

“Donna will add breadth to the Board’s strategic and oversight roles in multiple areas that are essential as we move FuelCell Energy forward, including new product commercial launches, navigating anticipated further global business expansion, and leadership in our ESG efforts overall,” said James England, Chairman of the Board.

“Donna brings more than three and a half decades of financial industry experience, an essential aspect to FuelCell Energy’s business model,” said Jason Few, President, Chief Executive Officer and Chief Commercial Officer of FuelCell Energy.  “Donna has a proven track record of growing firms through the launch of business extensions, new products, and mergers and acquisitions. These experiences, along with her extensive history with international markets, working with legislators around the world, and securing financing through the EXIM Bank and the USTDA among others, make Donna a tremendous addition to FuelCell Energy.”

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	Aug. 13, 2021
Cover [Abstract]
Entity Registrant Name	FUELCELL ENERGY, INC.
Entity Central Index Key	0000886128
Document Type	8-K
Document Period End Date	Aug. 13, 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