Item 5.02(e).Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The 2020 Annual Meeting of Stockholders of FuelCell Energy, Inc. (the “Company”), which was called to order and adjourned on April 9, 2020, was reconvened and concluded on May 8, 2020 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the FuelCell Energy, Inc. 2018 Omnibus Incentive Plan (as so amended and restated, the “Plan”), which authorizes the Company to issue up to 4,000,000 additional shares of the Company’s common stock pursuant to awards under the Plan and provides for an increase in the annual limit on the grant-date fair value of awards to any non-employee director of the Company from $200,000 to $250,000.
Following the approval of the Plan by the Company’s stockholders at the Annual Meeting, the Plan provides the Company with the authority to issue a total of 4,333,333 shares of the Company’s common stock. The Plan authorizes grants of stock options, stock appreciation rights, restricted stock, restricted stock units, shares, performance shares, performance units, incentive awards and dividend equivalent units to officers, other employees, directors, consultants and advisors.
The additional shares of common stock authorized under the Plan following stockholder approval include 1,000,000 shares the Company had reserved for settlement of restricted stock units granted pursuant to an Employment Agreement, effective as of August 26, 2019 (the “Effective Date”), between the Company and Jason Few, its President and Chief Executive Officer (the “Employment Agreement”). As previously disclosed, under the Employment Agreement, Mr. Few was to receive an award of 500,000 restricted stock units (the “Initial RSU Award”), which award was contingent on obtaining stockholder approval of a sufficient number of additional shares under the Plan. Because the Company’s stockholders approved the Plan at the Annual Meeting, the grant of the Initial RSU Award was no longer contingent as of that date. The Initial RSU Award will vest on the third anniversary of the Effective Date if Mr. Few remains employed through the vesting date, or if the Company earlier terminates his employment without cause or Mr. Few terminates his employment for good reason. Mr. Few is eligible to receive additional restricted stock units under the Initial RSU Award if, during the 30 days prior to the vesting date, the weighted average price of the Company’s common stock exceeds $1.00. The number of additional restricted stock units will range from zero for a weighted average price of $1.00 to a maximum of 500,000 units for a weighted average price of $6.00, with linear interpolation for stock prices between $1.00 and $6.00.
Other than the grants to Mr. Few described above, the Company cannot currently determine the benefits, if any, to be paid under the Plan in the future to the officers of the Company, including the Company’s named executive officers.
The Plan is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 24, 2020. A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the Plan set forth above does not purport to be complete and is qualified in its entirety by reference to such materials.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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As noted above, the 2020 Annual Meeting of Stockholders of the Company, which was called to order and adjourned on April 9, 2020, was reconvened and concluded on May 8, 2020 (the “Annual Meeting”). At the Annual Meeting, five proposals were submitted to a vote of the holders of shares of common stock of the Company. The voting results with respect to those five proposals were as follows:
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(1)
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Election of five directors to serve until the 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
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NAME OF DIRECTOR
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VOTES FOR
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VOTES AGAINST
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ABSTENTIONS
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BROKER NON-VOTES
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James H. England
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66,688,790
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3,360,942
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2,069,690
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73,624,277
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Jason Few
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69,876,617
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1,183,049
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1,059,756
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73,624,277
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Chris Groobey
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68,342,176
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1,810,270
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1,966,976
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73,624,277
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Matthew F. Hilzinger
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66,607,237
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3,445,961
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2,066,224
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73,624,277
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Natica Von Althann
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66,515,823
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3,553,231
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2,050,368
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73,624,277
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Accordingly, each of James H. England, Jason Few, Chris Groobey, Matthew F. Hilzinger, and Natica Von Althann have been re-elected as directors.
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(2)
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Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2020.
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VOTES FOR: 140,829,090
VOTES AGAINST: 2,800,218
ABSTENTIONS: 2,114,391
BROKER NON-VOTES: 0
Accordingly, the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2020 has been ratified.
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(3)
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Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as set forth in the “Executive Compensation” section of the proxy statement.
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VOTES FOR: 58,399,466
VOTES AGAINST: 9,854,986
ABSTENTIONS: 3,864,970
BROKER NON-VOTES: 73,624,277
Accordingly, the compensation of the Company’s named executive officers as set forth in the “Executive Compensation” section of the proxy statement has been approved by the stockholders.
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(4)
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Approval of the amendment of the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock of the Company from 225,000,000 shares to 337,500,000 shares (the “Increase Authorized Shares Proposal”).
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VOTES FOR: 107,321,904
VOTES AGAINST: 36,864,666
ABSTENTIONS: 1,557,129
BROKER NON-VOTES: 0
Accordingly, the Increase Authorized Shares Proposal has been approved by the stockholders.
See Item 8.01 below for information regarding the Certificate of Amendment filed by the Company to increase the number of authorized shares of common stock of the Company from 225,000,000 shares to 337,500,000 shares, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1.
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(5)
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Approval of the amendment and restatement of the FuelCell Energy, Inc. 2018 Omnibus Incentive Plan, including the authority to issue 4,000,000 additional shares of the Company’s common stock under such amended and restated Plan.
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VOTES FOR: 59,862,617
VOTES AGAINST: 8,025,864
ABSTENTIONS: 4,230,941
BROKER NON-VOTES: 73,624,277
Accordingly, the amendment and restatement of the Company’s 2018 Omnibus Incentive Plan has been approved by the stockholders.
As noted in Item 5.02 above, a copy of the Company’s 2018 Omnibus Incentive Plan, as amended and restated, is filed with this Current Report on Form 8-K as Exhibit 10.1.