Current Report Filing (8-k)
29 September 2017 - 10:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington
,
D.C. 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): September 29, 2017
FUELCELL
ENERGY, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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1-14204
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06-0853042
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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3 Great Pasture Road,
Danbury, Connecticut
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06810
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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.
¨
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Item 5.07
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Submission of Matters to a Vote of Security Holders
.
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On September 29, 2017,
FuelCell Energy, Inc. (the “Company”) held a special meeting of shareholders (the “Special Meeting”). At
the Special Meeting, the Company’s shareholders voted on the following two proposals:
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(1)
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To ratify the filing and effectiveness of the certificate of amendment to the Company’s certificate
of incorporation, as amended and/or restated, filed with the Secretary of State of the State of Delaware on December 3, 2015 and
the 1-for-12 reverse stock split of the Company’s common stock that was effected thereby and became effective on December
3, 2015 (the “Amendment Ratification”).
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The results
of the voting were as follows:
VOTES FOR:
36,012,130
VOTES AGAINST: 4,923,113
ABSTENTIONS: 580,193
BROKER NON-VOTES: 0
Accordingly,
the Amendment Ratification proposal was approved. The Company has filed a certificate of validation in respect of the Amendment
Ratification with the Secretary of State of the State of Delaware.
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(2)
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To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if
there were not sufficient votes in favor of the Amendment Ratification (the “Adjournment Proposal”).
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The results
of the voting were as follows:
VOTES FOR: 36,573,074
VOTES AGAINST: 4,187,496
ABSTENTIONS: 754,866
BROKER NON-VOTES: 0
Accordingly,
the Adjournment Proposal was approved. However, because the Amendment Ratification proposal was approved, adjournment of the Special
Meeting to solicit additional proxies was not necessary.
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.
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FUELCELL ENERGY, INC.
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Date: September 29, 2017
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By:
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/s/ Michael S. Bishop
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Michael S. Bishop
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Senior Vice President, Chief Financial Officer and Treasurer
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