Additional Proxy Soliciting Materials (definitive) (defa14a)

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. )

Filed by the Registrant [x]

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))

[ ]

Definitive Proxy Statement

[x]

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 the appropriate box):

[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.

On May 17, 2023, the following information was sent via email to certain beneficial owners of FuelCell Energy, Inc.’s common stock who, as of May 17, 2023, have not voted their shares according to the records of FuelCell Energy, Inc.

Dear First Last Name:

FuelCell Energy, Inc.’s Annual Meeting of Stockholders is fast approaching. According to our latest records, we have not yet received your vote.

Your Board of Directors unanimously recommends that stockholders vote FOR proposals 1, 2, 3, 4, 5, 6 and “1 year” frequency on proposal 7. Details on the meeting and proposals can be found here: https://investor.fce.com/Financial-Information/2023-Annual-Meeting-of-Stockholders--Proxy-Information/default.aspx

Voting is easy!

Simply use one of the following methods to promptly provide your voting instructions:

Vote with a live Proxy Specialist – You may cast your vote with a live proxy specialist by calling toll free at 1-888-490-5067 between the hours of 9:00am -10:00pm EST, Monday through Friday.

Vote Online – You can click the link below and follow the online instructions.

CLICK HERE TO VOTE:

Please Vote Today!

We urge you to vote before May 22, 2023.

The voting link for each beneficial owner was a unique URL linked to their account that led to a voting website hosted by Alliance Advisors:

If YES is selected:

If Yes is selected:

If a stockholder does not want to vote along with the recommendation of the Board of Directors, they are given the option to vote on each proposal separately using radio buttons: