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): December 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.

(d)  Election of New Director

On December 2, 2021, the Board of Directors (“Board”) of FuelCell Energy, Inc. (the “Company”) increased the size of the Board to eight directors and elected a new director – Betsy B. Bingham – to serve on the Board effective December 3, 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. Bingham has been appointed, effective December 3, 2021, to serve on the Audit and Finance Committee and the Nominating and Corporate Governance Committee.

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

As a non-employee director, Ms. Bingham 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. Bingham received a pro-rated annual retainer for service on the Board of $16,667 and pro-rated annual non-chair committee fees of $3,333 for service on the Audit and Finance Committee and $2,500 for service on 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. Bingham.

In addition, Ms. Bingham received an award of 3,067 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. Bingham 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 December 6, 2021, the Company issued a press release announcing the election of Betsy B. Bingham 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 December 6, 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: December 6, 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

Betsy Bingham Appointed to FuelCell Energy’s Board of Directors

● Significant experience as a Leader in corporate lean manufacturing, transformation, and scaling manufacturing

● Experienced leading respected global organizations on their corporate operating system frameworks

DANBURY, CT – December 6, 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 Betsy Bingham to serve as a new independent director, effective December 3, 2021. Ms. Bingham is currently the Lean Operations Leader for GE Aviation. Named to this role in June 2021, she is responsible for leading GE Aviation’s lean transformation and implementation of lean principles throughout the organization and daily operations. In addition, she has responsibility for Sustainability and Environmental, Health and Safety across the business.

Previously, Betsy was the Lean & Operations Leader for GE Digital, having responsibility for leading the lean transformation as well as oversight of the operational management system across the Company. Prior to working at GE, Betsy served as Vice President of Integrated Supply Chain for Honeywell International, Performance Materials and Technology business. Additionally, she was responsible for the Honeywell Operation System the Company’s lean transformation system. Betsy brings additional quality, lean, and continuous improvement experience through leadership roles with Royal Philips’ Diagnostics Imaging Business, and Danaher subsidiaries Tektronix, Inc. and Veeder-Root Co.

Betsy received her Bachelor of Science in Ceramic Engineering from Alfred University, and an MBA from State University of New York at Buffalo.

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

“Betsy will contribute meaningfully in multiple areas that are essential as we move FuelCell Energy forward, including scaling of operations and manufacturing, and deep expertise in world-class lean principles,” said James England, Chairman of the Board.

“Betsy brings significant experience at a number of world-class organizations renowned for lean manufacturing and effective operating systems, essential aspects to FuelCell Energy’s business model as we position the Company for growth,” said Jason Few, President, Chief Executive Officer and Chief Commercial Officer of FuelCell Energy. “We are incredibly pleased to have Betsy join the Board where her experience and mentorship will help management and the Board implement strategic actions that bolster FuelCell Energy’s ability to achieve our goals and objectives.”

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

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XML

Document and Entity Information	Dec. 02, 2021
Cover [Abstract]
Entity Registrant Name	FUELCELL ENERGY, INC.
Entity Central Index Key	0000886128
Document Type	8-K
Document Period End Date	Dec. 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