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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 5, 2022

FUELCELL ENERGY, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-14204

06-0853042

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3 Great Pasture Road,

Danbury, Connecticut

06810

(Address of Principal Executive Offices)

(Zip Code)

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:

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

FCEL

The Nasdaq Stock Market LLC
(Nasdaq Global Market)

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.

Item 5.02. 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2023 Long Term Incentive Plan and Awards

On December 5, 2022, the Board of Directors (the “Board”) of FuelCell Energy, Inc. (the “Company”) approved a 2023 Long Term Incentive Plan (the “2023 LTI Plan”) as a sub-plan consisting of awards made under the Company’s 2018 Omnibus Incentive Plan, as amended and restated.  The participants in the 2023 LTI Plan are members of senior management and include the Company’s named executive officers named in the table below (“NEOs”).

The 2023 LTI Plan consists of two award components: (1) relative total shareholder return (“TSR”) performance shares and (2) time-vesting restricted stock units.  

The TSR performance shares granted in fiscal year 2023 will be earned over the three-year performance period ending on October 31, 2025, but will remain subject to a continued service-based vesting requirement until the third anniversary of the date of grant.  The performance measure for the relative TSR performance shares is the TSR of the Company relative to the TSR of the Russell 2000 from November 1, 2022 through October 31, 2025.  For purposes of calculating TSR, the Company’s stock price will be measured using the average closing price over the 60 consecutive trading days preceding the measurement date.  

The time-vesting restricted stock units granted in fiscal year 2023 will vest at a rate of one-third (1/3) of the total number of restricted stock units on each of the first three anniversaries of the date of grant.  

None of the awards granted as part of the 2023 LTI Plan include any dividend equivalent or other stockholder rights.  To the extent the awards are earned, they may be settled in shares or cash of an equivalent value.

The Form of Relative TSR Performance Share Award Agreement used for the TSR performance shares was previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 27, 2020 and the Form of Restricted Stock Unit Award Agreement (U.S. Employees) used for the time-vesting restricted stock units was previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 6, 2018.

The target award values under the 2023 LTI Plan for the NEOs are as follows:

Named Executive Officer

Target 2023 LTI Plan Award

Jason Few

President and Chief Executive Officer

$2,860,000

Michael S. Bishop

Executive Vice President and Chief Financial Officer

$650,000

Michael J. Lisowski

Executive Vice President and Chief

Operating Officer

$650,000

Joshua Dolger

Executive Vice President, General Counsel and Corporate Secretary

$500,000

Anthony J. Leo

Executive Vice President and Chief

Technology Officer

$400,000

In addition, the target award value under the 2023 LTI Plan for Mark Feasel, the Company’s Executive Vice President and Chief Commercial Officer, is $650,000.

The target number of performance shares and the number of time-vesting restricted stock units granted as of December 5, 2022 were determined by dividing one-half of the target 2023 LTI Plan award by the average price of the Company’s common stock over the 60 consecutive trading days preceding the grant date.

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.

FUELCELL ENERGY, INC.

Date: December 7, 2022

By:

/s/ Michael S. Bishop

Michael S. Bishop

Executive Vice President and Chief Financial Officer

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