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): January 28, 2019
FUELCELL ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
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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) |
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 28, 2019, after 19 years of distinguished service, John A. Rolls notified the Board of Directors (the “Board”) of FuelCell Energy, Inc. (“FuelCell”, the “Company”, “us”, “we” or “our”) that he intends to retire as a director of the FuelCell Board and does not wish to seek re-election at our 2019 Annual Meeting of Stockholders (“2019 Annual Meeting”). Also on January 28, 2019, Christopher Sotos notified the FuelCell Board of his decision not to stand for re-election to the FuelCell Board at the 2019 Annual Meeting. Mr. Sotos has notified the Company that his decision not to stand for re-election is not based on any disagreement with the Company. Accordingly, neither Mr. Rolls nor Mr. Sotos was nominated by the Board for reelection at our 2019 Annual Meeting, and both Mr. Rolls’ and Mr. Sotos’ respective terms will end when their current terms expire at our 2019 Annual Meeting.
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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: February 1, 2019 |
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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 |