FUELCELL ENERGY INC

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For the period ended Oct 31, 2024. Filed Sep 17, 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.

Oct 31, 2024 · Filed Sep 17, 2024

Use the contents to explore the available documents and sections.

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

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RECORD DATE

MATERIALS TO REVIEW

PROXY VOTING

Holders of record of our Common Stock on September 10, 2024, the record date, are entitled to notice of, and to vote at, the Special Meeting.

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

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

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

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DEF 14A 1 tmb-20241031xdef14a.htm DEF 14A

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 all boxes that apply):

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

Special Meeting &

Proxy Statement

VIRTUAL SPECIAL MEETING | OCTOBER 31, 2024

Dear Fellow FuelCell Energy Stockholder

September 17, 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 a special meeting of stockholders (the “Special Meeting”) to be held on Thursday, October 31, 2024, at 11:00 a.m. Eastern Daylight Time. The Special Meeting will be conducted virtually via live audio webcast on the Internet. The accompanying Notice of Special Meeting and Proxy Statement, which you are urged to read carefully, provide important information regarding the business to be conducted at the Special Meeting. Whether or not you expect to attend the Special Meeting, we urge you to submit your proxy. You may submit your proxy by telephone or online, or by completing, signing, dating and returning the enclosed proxy card or voting instruction form. If you decide to attend the Special Meeting, you will be able to vote electronically, even if you have previously submitted your proxy.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.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 Special Meeting of Stockholders to be held on Thursday, October 31, 2024 at 11:00 a.m. Eastern Daylight Time. The Special Meeting will be a completely “virtual meeting,” conducted via live audio webcast on the Internet. This booklet includes the Notice of Special Meeting and the Proxy Statement.The Proxy Statement fully describes the business we will conduct at the Special 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 submit your proxy as promptly as possible. We encourage you to vote your shares by proxy even if you plan to attend the Special Meeting.The Board of Directors recommends the approval of the proposals being presented at the Special Meeting as being in the best interest of the Company and its stockholders.Sincerely,JASON FEWPRESIDENT & CHIEF EXECUTIVE OFFICER

“YOUR VOTE IS VERY IMPORTANT. WE ENCOURAGE YOU TO

SUBMIT YOUR PROXY EVEN IF YOU PLAN TO ATTEND THE MEETING.

THANK YOU.”

Notice of Special Meeting of Stockholders

THURSDAY, OCTOBER 31, 202411:00 a.m. Eastern Daylight Time

The Special Meeting of Stockholders will be a completely “virtual meeting,” conducted via live audio webcast on the Internet. You will be able to attend the Special Meeting as well as vote and submit your questions during the live audio webcast of the meeting by visiting www.virtualshareholdermeeting.com/FCEL2024SM and entering 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.

ITEMS OF BUSINESS

To adopt an amendment (the “Charter Amendment”) to the FuelCell Energy, Inc. Certificate of Incorporation, as amended, to effect a reverse stock split (the “Reverse Stock Split”) of our issued and outstanding shares of Common Stock, par value $0.0001 per share (the “Common Stock”), and shares of Common Stock held in treasury at a specific ratio ranging from one-for-ten (1:10) to one-for-thirty (1:30), at any time prior to May 23, 2025, with the exact ratio to be determined by the Board of Directors without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”); and

To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal (the “Adjournment Proposal”).

A copy of the Certificate of Amendment of the Certificate of Incorporation setting forth the Charter Amendment is attached as Annex A to the accompanying Proxy Statement and is also incorporated herein by reference.

By Order of the Board of Directors,

JOSHUA DOLGER

Executive Vice President, General Counsel,

and Corporate Secretary

September 17, 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 and vote at the virtual Special MeetingSee page 3 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 Special Meeting of Stockholders to be held on October 31, 2024: The Notice of Special Meeting and Proxy Statement 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 Special 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.

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