FUELCELL ENERGY INC

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For the period ended Apr 3, 2025. Filed Feb 21, 2025.

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 3, 2025 · Filed Feb 21, 2025

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 12, 2025, 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 submit your proxy 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. )

XFiled 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))
X	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):
X	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 2025

Annual Meeting &

Proxy Statement

VIRTUAL ANNUAL MEETING | APRIL 3, 2025

Fiscal Year 2024 Highlights


$112.1million in revenue$318million in cash, restricted cash, cash equivalents and short-term investments	$1.16billion in backlog16.8 MWIncrease in generation portfolio to 62.8 MW

Dear Fellow FuelCell Energy Stockholder

February 21, 2025On behalf of the Board of Directors of FuelCell Energy, Inc., our executive leadership 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 3, 2025, at 1:00 p.m. Eastern Daylight Time. The Annual Meeting will be conducted virtually via live audio webcast on the internet. Since our last Annual Report in February 2024, we have faced various opportunities and challenges. A rapidly emerging need for large-scale, distributed power, fueled by the rapid growth in artificial intelligence, data centers, accelerated electrification and cloud computing, markedly changed commercial opportunities for fuel cells. Given the slower-than-expected adoption of hydrogen use and ongoing uncertainties surrounding the U.S. Inflation Reduction Act and other global energy policies, we welcome this development. Rapid changes in our targeted global end markets as well as evolving government policies continue to make clear that we must stay nimble and continuously evolve our strategy and sales emphasis to focus on solving specific customer needs with highly differentiated, reliable, resilient, clean, affordable and always-on baseload power. We have never believed that the energy transition would be straight-line; in fact, we have been an ardent supporter of a balanced and pragmatic approach to the transition to net zero. And while the clean technology sector has faced significant headwinds, we are excited that our ability to use natural gas in the cleanest method — electrochemically creating power — and having the option to generate additional energy attributes without combustion has re-emerged as an important and practical transition platform. As the signals in the market changed, so did our strategy. In late 2024, as part of our global restructuring, we implemented significant cost reductions across our business, streamlining our operations, increasing our efficiency, optimizing our platforms and focusing our commercial team on the most significant near-term energy delivery and emission management applications. Our commercial focus is now centered on near-term opportunities for our carbonate platform. This platform has proven successful, serving applications that utilize direct biogas as feedstock, providing non-combustion generation of baseload electricity combined with the highest thermal attributes (including steam) among fuel cells and even delivering CO2 as a usable byproduct of recovering CO2 from the feedstock used. Circular use of CO2 includes its critical use in our global food supply, carbonating beverages and serving as a binder in various industrial products and applications while delivering decarbonized power from plentiful low-carbon natural gas and biofuels. The focus on our proven carbonate platform coincides with our decision to enhance the commercial differentiation of our solid oxide platform to set a new standard in the efficiency of power generation and hydrogen production via electrolysis. Setting new standards in power generation and hydrogen production is ambitious, but we believe our talented engineers, scientists and innovators have the expertise, based on the Company’s five decades of innovation and patent generation, and more than twenty-two years of commercial product operations, to pursue our goal.As the mid-to-long term low-to-zero carbon hydrogen market has evolved to focus on large-scale deployment of electrolyzers versus small, distributed platforms other than for transportation, our strategy has also evolved as we seek to develop partnerships with global engineering, procurement and construction firms, industrial-scale integrators, and technology firms to incorporate our compact solid oxide electrolysis technology and collaborate with partners for the balance of the electrical and mechanical plant. These are challenging but exciting times in the energy industry, and FuelCell Energy is prepared to meet the ever-increasing energy delivery demands and the challenges of managing emissions without impeding human, industrial, or developing nation progress. Together, we are working to drive positive change and a world empowered by clean, reliable energy. FuelCell Energy is committed to moving the world forward cleanly, and we believe our technology is well positioned to support continued electrification at scale and speed. We sincerely appreciate your support and look forward to delivering on our shared vision of success and our purpose of enabling a world powered by clean energy. Heading into 2025, we know that our investors expect improved performance, and we are committed to our goal of delivering those results.

We need your vote to continue making progress toward our long-term goals. As always, we will continue to evaluate and act on ways to improve our business and governance, and demonstrate our commitment to our stockholders by focusing on improving stockholder returns. Our Board, executive leadership team, and every team member, whether on our factory floor or in our material science lab, remain committed to the success of our business. Sincerely,
JAMES H. ENGLANDCHAIR OF THE BOARD	JASON FEWPRESIDENT & CHIEF EXECUTIVE OFFICER

Notice of 2025 Annual Meeting of Stockholders

THURSDAY, APRIL 3, 20251:00 p.m. Eastern Daylight Time

The 2025 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/FCEL2025 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

1.	To elect eight directors to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
2.	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;
3.	To ratify the selection of KPMG LLP as FuelCell Energy, Inc.’s independent registered public accounting firm for the fiscal year ending October 31, 2025;
4.	To approve the amendment and restatement of the FuelCell Energy, Inc. Fourth Amended and Restated 2018 Omnibus Incentive Plan; and
5.	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

By Order of the Board of Directors,

JOSHUA DOLGER

Executive Vice President, General Counsel,

and Corporate Secretary

February 21, 2025



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 Annual MeetingSee page 5 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 3, 2025: The Notice of Annual Meeting, Proxy Statement and Annual Report to Stockholders for the fiscal year ended October 31, 2024 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 Sodali & Co, the proxy solicitation agent for FuelCell Energy, Inc., by telephone at (800) 662-5200 (toll free) or by email at FCEL@investor.sodali.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.