FUELCELL ENERGY INC

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For the period ended Apr 4, 2024. Filed Feb 16, 2024.

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 4, 2024 · Filed Feb 16, 2024

FCEL$9.96+11.5%Stored close · as of Nov 6, 2026

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Contents

RECORD DATE

MATERIALS TO REVIEW

PROXY VOTING

Holders of record of our common stock on February 5, 2024, the record date, are entitled to notice of, and to vote at, the Annual Meeting.

This booklet contains our Notice of Annual Meeting and our Proxy Statement, which fully describes the business we will conduct at the Annual Meeting.

It is important that your shares are represented and voted at the Annual Meeting. Please vote your shares according to the instructions under “How to Vote” in the Proxy Summary.

To attend the Annual Meeting, please follow the “Meeting Attendance” instructions in the Proxy Summary.

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UNITED****STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the** Securities

Exchange Act of 1934 (Amendment **No. )

þ Filed by the Registrant☐ Filed by a Party other than the Registrant

Check the appropriate box:
◻	Preliminary Proxy Statement
◻	Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
◻	Definitive Additional Materials
◻	Soliciting Material under §240.14a-12

FuelCell Energy, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
þ	No fee required.
◻	Fee paid previously with preliminary materials.
◻	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of 2024

Annual Meeting &

Proxy Statement

VIRTUAL ANNUAL MEETING | APRIL 4, 2024

Dear Fellow FuelCell Energy Stockholder

February 16, 2024On behalf of the Board of Directors of FuelCell Energy, Inc., our senior management team and all our team members, we are pleased to invite you to the annual meeting of stockholders (the “Annual Meeting”) to be held on Thursday, April 4, 2024, at 1:00 p.m. Eastern Daylight Time. The Annual Meeting will be conducted virtually via live audio webcast on the Internet. In 2023, the world saw advances in policy and fiscal support of clean energy solutions, along with the advancement of practical net-zero strategies and solutions across commercial enterprises. These were significant developments that contributed to a particularly dynamic year for our industry and company. As we navigate this landscape, we remain steadfastly focused on our Powerhouse Business Strategy, which is rooted in the three key pillars of “Grow, Scale, and Innovate.” This ongoing strategy, buttressed by our four values of safety, integrity, innovation and accountability, are key ingredients of the culture we have been shaping at FuelCell Energy.We believe that these values, along with the nature of our technology and the promise it holds for a cleaner future locally and around the world has allowed FuelCell Energy to attract and retain an incredibly talented, diverse and dedicated workforce, which now numbers around 600 people globally. Scaling the organization in anticipation of growth in our focused markets of decarbonizing power and the distributed production of hydrogen has been a focal point over the last year. We continue to invest in our platforms like our newly launched solid oxide platform offering and we are in early-stage planning for a facility in the United States that could accommodate up to 400 megawatts of manufacturing capacity.Additionally, global demand for carbon capture solutions has never been greater and we and Exxon Mobil Corporation announced in December 2023 that Esso Nederland BV, an affiliate of Exxon Mobil Corporation, plans to build a pilot plant at its Rotterdam Manufacturing Complex to test the carbonate fuel cell technology for carbon capture jointly developed by us and ExxonMobil Technology and Engineering Company in an industrial environment. Carbonate fuel cells have a unique ability to capture CO2 emissions from industrial sources before they are released into the atmosphere, while also making valuable co-products. This feature increases the overall efficiency of the capture process and provides additional value streams that reduce the cost of carbon capture, sequestration and utilization. We are excited about the significant potential of this technology to decarbonize heavy industry.We believe that, together, our distributed hydrogen and power platforms and our carbon capture and recovery technology are positioning FuelCell Energy to be able to provide solutions for some of the world’s greatest environmental and infrastructure challenges. As society works to address challenges around climate change and energy security, we believe our technology portfolio will play a vital role. This past year, for example, we commissioned our first distributed hydrogen platform, the Tri-gen platform, at the Port of Long Beach for our customer, Toyota. This provides a real-life example of decarbonization and air pollutant abatement in a quickly evolving commercial and regulatory landscape. We sincerely appreciate your support and we look forward to delivering on our shared vision of success and our purpose to enable a world empowered by clean energy. In order to continue the progress we have made toward our long-term goals, we need your vote. As always, we will continue to evaluate ways in which we can improve our business and our governance, environmental and social responsibilities, and to demonstrate our commitment to our stockholders. Our Board and management team remain committed to the success of our business. Thank you for your investment in FuelCell Energy, Inc.Sincerely,JAMES H. ENGLANDCHAIRMAN OF THE BOARD

Dear Fellow FuelCell Energy Stockholder

We are pleased to invite you to FuelCell Energy, Inc.’s Annual Meeting of Stockholders to be held on Thursday, April 4, 2024 at 1:00 p.m. Eastern Daylight Time. This year’s Annual Meeting will again be a completely “virtual meeting”, conducted via live audio webcast on the Internet. This booklet includes the Notice of Annual Meeting and the Proxy Statement.The Proxy Statement fully describes the business we will conduct at the Annual Meeting and provides information about the Company that you should consider when voting your shares.As a stockholder, your vote is very important, and we request that you vote your shares as promptly as possible. We encourage you to vote your shares by proxy even if you do not plan to attend the Annual Meeting.The Board of Directors recommends that you vote “FOR” each of the director nominees named in the Proxy Statement and “FOR” each of Proposals 2 through 4.Sincerely,JASON FEWPRESIDENT & CHIEF EXECUTIVE OFFICER

“YOUR VOTE IS VERY IMPORTANT. WE ENCOURAGE YOU TO

VOTE YOUR SHARES BY PROXY EVEN IF YOU DO NOT

PLAN TO ATTEND THE MEETING. THANK YOU.”

Notice of 2024 Annual Meeting of Stockholders

THURSDAY, APRIL 4, 20241:00 p.m. Eastern Daylight Time

The 2024 Annual Meeting of Stockholders will be a completely “virtual meeting”, conducted via live audio webcast on the Internet. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live audio webcast of the meeting by visiting www.virtualshareholdermeeting.com/FCEL2024 and entering the 16-digit control number included in our notice of internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

ITEMS OF BUSINESS

1.	To elect seven directors to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
2.	To ratify the selection of KPMG LLP as FuelCell Energy, Inc.’s independent registered public accounting firm for the fiscal year ending October 31, 2024;
3.	To approve the amendment and restatement of the FuelCell Energy, Inc. Third Amended and Restated 2018 Omnibus Incentive Plan;
4.	To approve, on a non-binding advisory basis, the compensation of FuelCell Energy, Inc.’s named executive officers as set forth in the “Executive Compensation” section of the accompanying Proxy Statement; and
5.	To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors,

JOSHUA DOLGER

Executive Vice President, General Counsel,

and Corporate Secretary

February 16, 2024



REVIEW YOUR PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTE IN ONE OF FOUR WAYS:


INTERNET	BY TELEPHONE	BY MAIL	VIA WEBCAST

Visit the website onyour proxy cardOr scan the following QR Code	Call the telephone number on your proxy card	Sign, date and return your proxy cardin the enclosed envelope	Attend the virtual Annual MeetingSee page 2 for instructions on how to attend



Please refer to the proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 4, 2024: The Notice of Annual Meeting, Proxy Statement and Annual Report to Stockholders for the fiscal year ended October 31, 2023 are available atwww.proxyvote.com** (using the 16-digit control number included in our notice of internet availability of proxy materials, on your proxy card or in the instructions that accompanied your proxy materials), as well as on our website atwww.fuelcellenergy.com.**

If you need assistance in completing your proxy card or have questions regarding the Annual Meeting, please contact Alliance Advisors, LLC, the proxy solicitation agent for FuelCell Energy, Inc., by telephone at (888) 490-5067 (toll free) or by email at fcel@allianceadvisors.com.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.