FUELCELL ENERGY, INC. (NASDAQ:FCEL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the FuelCell Energy, Inc. (the “Company”) 2018 Annual Meeting of Stockholders, which was held on April 5, 2018 (the “Annual Meeting”), the Company’s stockholders approved (i) the FuelCell Energy, Inc. 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”) and (ii) the FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan (the “2018 ESPP”).Additional information regarding the results of the Annual Meeting is set forth below under Item 5.02.
2018 Omnibus Incentive Plan
The 2018 Incentive Plan provides that a total of 4,000,000 shares of the Company’s common stock may be issued thereunder.The 2018 Incentive Plan authorizes grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and incentive awards to key employees, directors, consultants and advisors.
The Company cannot currently determine the benefits, if any, to be paid under the 2018 Incentive Plan in the future to the officers of the Company, including the Company’s named executive officers.
The 2018 Incentive Plan is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 16, 2018.A copy of the 2018 Incentive 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 2018 Incentive Plan set forth above does not purport to be complete and is qualified in its entirety by reference to such materials.
2018 Omnibus Incentive Plan Award Agreements
In connection with the adoption of the 2018 Incentive Plan, on April 5, 2018, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) approved forms of Restricted Stock Award Agreement (for U.S. employees), Restricted Stock Unit Award Agreement (for U.S. employees) and Option Award Agreement (for non-employee directors) for the issuance of awards under the 2018 Incentive Plan (collectively, the “Agreements”). Copies of the Agreements are filed as Exhibits 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Grants of Restricted Stock Unit Awards
On April 5, 2018, following the approval of the 2018 Incentive Plan, the Committee approved grants of restricted stock unit (“RSU”) awards to the Company’s named executive officers, subject to the terms and conditions of the 2018 Incentive Plan and the form of Restricted Stock Unit Award Agreement filed herewith as Exhibit 10.3.The value of the RSU awards to the Company’s named executive officers are as follows:Mr. Bottone – $550,000 (308,989 RSUs); Mr. Bishop – $300,000 (168,540 RSUs); Ms. Arasimowicz – $300,000 (168,540 RSUs); and Mr. Rauseo – $300,000 (168,540 RSUs).The RSU awards may be settled in cash or in shares of the Company’s common stock, at the discretion of the Committee.The RSU awards vest over a three-year employment period beginning on the grant date at a rate of 33.3% for each year of continuous employment with the Company.The foregoing summary of the RSU awards does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Restricted Stock Unit Award Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Grants of Special Restricted Stock Unit Awards
In addition to the RSU awards discussed above, on April 5, 2018, following the approval of the 2018 Incentive Plan, the Committee also approved a separate grant of RSU awards to the Company’s named executive officers, subject to the terms and conditions of the 2018 Incentive Plan and the form of Restricted Stock Unit Award Agreement filed herewith as Exhibit 10.3 (the “Special RSU Awards”).The value of these Special RSU Awards are as follows:Mr. Bottone – $178,000 (100,000 RSUs); Mr. Bishop – $178,000 (100,000 RSUs); Ms. Arasimowicz – $178,000 (100,000 RSUs); and Mr. Rauseo – $178,000 (100,000 RSUs).The Special RSU Awards may be settled in cash or in shares of the Company’s common stock, at the discretion of the Committee.The Special RSU Awards vest 50% on the third anniversary of the grant date, provided that such named executive officer remains in the continuous employment of the Company from the grant date through the third anniversary of the grant date.The foregoing summary of the Special RSU Awards does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Restricted Stock Unit Award Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
2018 Employee Stock Purchase Plan
The adoption of the 2018 ESPP allows the Company to provide eligible employees of the Company and of certain designated subsidiaries with the opportunity to voluntarily participate in the 2018 ESPP, enabling such participants to purchase shares of the Company’s common stock at a discount to market price at the time of such purchase.The maximum aggregate number of the Company’s shares of common stock that may be issued under the 2018 ESPP is 500,000 shares. The 2018 ESPP became effective when approved by the Company’s stockholders.The 2018 ESPP will terminate upon the earlier of (i) the date on which all shares of
common stock available for issuance have been sold to purchase rights exercised under the 2018 ESPP or (ii) the date determined by the Board or the Committee, in its sole discretion.
The 2018 ESPP is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 16, 2018.A copy of the 2018 ESPP is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated by reference herein.The description of the 2018 ESPP set forth above does not purport to be complete and is qualified in its entirety by reference to such materials.
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Item 5.02 |
Submission of Matters to a Vote of Security Holders. |
There were five proposals submitted to a vote of the holders of shares of common stock of the Company at the Annual Meeting on April 5, 2018.The voting results with respect to those five proposals were as follows:
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(1) |
Election of seven directors to serve until the 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualified. |
|
NAME OF DIRECTOR |
VOTES FOR |
VOTES AGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
|
Arthur A. Bottone |
12,667,011 |
3,221,606 |
511,492 |
37,111,232 |
|
James Herbert England |
12,736,150 |
3,180,293 |
483,666 |
37,111,232 |
|
Matthew F. Hilzinger |
12,804,537 |
3,116,702 |
478,870 |
37,111,232 |
|
John A. Rolls |
12,757,540 |
3,163,540 |
479,029 |
37,111,232 |
|
Christopher S. Sotos |
12,839,313 |
3,077,323 |
483,473 |
37,111,232 |
|
Natica Von Althann |
11,610,288 |
4,311,954 |
477,867 |
37,111,232 |
|
Togo Dennis West, Jr.* |
11,449,702 |
4,294,708 |
655,699 |
37,111,232 |
*Secretary Togo Dennis West, Jr., who was nominated in the proxy statement for the Annual Meeting for re-election to the Board, passed away prior to the Annual Meeting. The Board chose not to submit a substitute nominee for Mr.West’s director position, and that position will remain vacant until a replacement is appointed by the Board or until the Board acts to reduce the size of the Board from seven to six members to eliminate the vacancy.
|
(2) |
Ratification of the selection of KPMG LLP as FuelCell Energy, Inc.’s independent registered public accounting firm for the fiscal year ending October 31, 2018. |
VOTES FOR:51,360,677
VOTES AGAINST:973,221
ABSTENTIONS:1,177,443
BROKER NON-VOTES:0
|
(3) |
Approval of the FuelCell Energy, Inc. 2018 Omnibus Incentive Plan. |
VOTES FOR:11,826,005
VOTES AGAINST:4,057,808
ABSTENTIONS:516,296
BROKER NON-VOTES:37,111,232
|
(4) |
Approval of the FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan. |
VOTES FOR:12,478,132
VOTES AGAINST:3,535,467
ABSTENTIONS:386,510
BROKER NON-VOTES:37,111,232
|
(5) |
Approval, on a non-binding advisory basis, the compensation of FuelCell Energy, Inc.’s named executive officers as set forth in the “Executive Compensation” section of the Proxy Statement. |
VOTES FOR:10,415,347
VOTES AGAINST:5,468,664
ABSTENTIONS:516,098
BROKER NON-VOTES:37,111,232
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Item 5.02 |
Financial Statements and Exhibits. |
Exhibit Index
FUELCELL ENERGY INC ExhibitEX-10.2 2 fcel-ex102_25.htm EX-10.2 fcel-ex102_25.htm EXHIBIT 10.2 FuelCell Energy,…To view the full exhibit click here
About FUELCELL ENERGY, INC. (NASDAQ:FCEL)
FuelCell Energy, Inc. is an integrated fuel cell company. The Company designs, manufactures, sells, installs, operates and services stationary fuel cell power plants for distributed power generation. The Company’s segment is fuel cell power plant production and research. The Company’s power plants provide on-site power and utility grid support. The Company’s plants operate in approximately 50 locations on approximately three continents and generate approximately four billion kilowatt hours (kWh) of electricity. The Company’s fuel cell products, Direct FuelCell (DFC) power plants offer power generation for customers, including approximately 2.8 megawatts DFC3000, approximately 1.4 megawatts DFC1500 and approximately 300 kilowatts DFC300 plus derivations of the DFC product for specific applications. The Company offers project development; engineering procurement and construction (EPC) services operations and maintenance, and project finance.