FCEL Fuelcell Energy Inc - 8-K

Item 5.02.

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

(e)       At
the 2026 Annual Meeting of Stockholders of FuelCell Energy, Inc. (the “Company”) on April 2, 2026 (the “Annual Meeting”),
the Company’s stockholders approved (i) the amendment and restatement of the FuelCell Energy, Inc. Fifth Amended and Restated 2018
Omnibus Incentive Plan (as so amended and restated, the “Sixth Amended and Restated Incentive Plan”), and (ii) the amendment
and restatement of the FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan, as amended and restated (as so amended and restated, the
“Amended and Restated ESPP”), both of which had previously been approved by the Company’s Board of Directors (the “Board”),
subject to stockholder approval. Additional information regarding the results of the Annual Meeting is set forth below under Item 5.07
of this Current Report on Form 8-K.

Amendment and Restatement of the FuelCell Energy,
Inc. Fifth Amended and Restated 2018 Omnibus Incentive Plan

The purpose of the amendment
and restatement of the Fifth Amended and Restated 2018 Omnibus Incentive Plan was to authorize the Company to issue up to 3,000,000 additional
shares of the Company’s common stock pursuant to awards under the Sixth Amended and Restated Incentive Plan.

Following the approval of
the amendment and restatement (and therefore the Sixth Amended and Restated Incentive Plan) by the Company’s stockholders at the
Annual Meeting, the Sixth Amended and Restated Incentive Plan provides the Company with the authority to issue a total of 5,194,444 shares
of the Company’s common stock. The Sixth Amended and Restated Incentive 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. Up to 61,111 shares of the Company’s common stock may be
issued pursuant to the exercise of incentive stock options. The Board or the administrator of the Sixth Amended and Restated Incentive
Plan may terminate the Sixth Amended and Restated Incentive Plan at any time. No award may be granted under the Sixth Amended and Restated
Incentive Plan after the tenth anniversary of the approval of the Sixth Amended and Restated Incentive Plan by stockholders at the Annual
Meeting.

The Sixth Amended and Restated
Incentive Plan is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission
(“SEC”) on February 18, 2026. A copy of the Sixth Amended and Restated Incentive Plan is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The description of the Sixth Amended and Restated Incentive Plan set forth
above is qualified in its entirety by reference to such materials.

Amendment and Restatement of the FuelCell Energy,
Inc. 2018 Employee Stock Purchase Plan, as amended and restated

The purpose of the amendment
and restatement of the 2018 Employee Stock Purchase Plan, as amended and restated, was to authorize the Company to issue up to 300,000
additional shares of the Company’s common stock under the Amended and Restated ESPP.

Following the approval of
the amendment and restatement (and therefore the Amended and Restated ESPP) by the Company’s stockholders at the Annual Meeting,
the Amended and Restated ESPP provides the Company with the authority to issue a total of 300,078 shares of the Company’s common
stock.

The Amended and Restated
ESPP limits the number of shares of the Company’s common stock that any individual participant may purchase during an offering period
to 1,000 shares.

The Amended and Restated
ESPP, which is intended to satisfy the requirements of Section 423 of the Internal Revenue Code of 1986, as amended, allows the Company
to provide eligible employees of the Company and of certain designated subsidiaries with the opportunity to voluntarily participate in
the Amended and Restated 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 Board may, in its sole discretion, terminate the Amended and Restated ESPP at any time. If
the Board does not earlier terminate the Amended and Restated ESPP, the Amended and Restated ESPP will terminate on the date on which
all shares of common stock available for issuance have been sold pursuant to purchase rights exercised under the Amended and Restated
ESPP.

The Amended and Restated
ESPP is described in detail in the Company’s definitive proxy statement filed with the SEC on February 18, 2026. A copy of the Amended
and Restated ESPP is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The description
of the Amended and Restated ESPP set forth above is qualified in its entirety by reference to such materials.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Company’s Annual
Meeting on April 2, 2026, 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:

(1)

Election of eight directors to serve until the 2027
Annual Meeting of Stockholders and until their successors are duly elected and qualified.

NAME OF DIRECTOR

VOTES FOR

VOTES AGAINST

ABSTENTIONS

BROKER NON-VOTES

James H. England

13,483,683

3,604,594

73,140

9,758,552

Jason Few

16,379,036

711,069

71,312

9,758,552

Matthew F. Hilzinger

16,414,355

675,930

71,132

9,758,552

Natica von Althann

16,380,542

706,392

74,483

9,758,552

Cynthia Hansen

16,425,658

663,963

71,796

9,758,552

Donna Sims Wilson

13,534,641

3,566,159

60,617

9,758,552

Betsy Bingham

16,405,646

697,804

57,967

9,758,552

Tyrone Michael Jordan

16,343,615

771,774

46,028

9,758,552

Accordingly, each of James H. England, Jason Few, Matthew
F. Hilzinger, Natica von Althann, Cynthia Hansen, Donna Sims Wilson, Betsy Bingham, and Tyrone Michael Jordan have been re-elected as
directors.

(2)

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.

VOTES FOR: 13,087,564

VOTES AGAINST: 3,941,931

ABSTENTIONS: 131,922

BROKER NON-VOTES: 9,758,552

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.

(3)

Ratification of the selection of KPMG LLP as the Company’s
independent registered public accounting firm for the fiscal year ending October 31, 2026.

VOTES FOR: 22,592,473

VOTES AGAINST: 4,186,613

ABSTENTIONS: 140,883

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, 2026 has been ratified.

(4)

Approval of the amendment and restatement of the FuelCell
Energy, Inc. Fifth Amended and Restated 2018 Omnibus Incentive Plan.

VOTES FOR: 13,348,214

VOTES AGAINST: 3,743,025

ABSTENTIONS: 70,178

BROKER NON-VOTES: 9,758,552

Accordingly, the amendment and restatement of the FuelCell
Energy, Inc. Fifth Amended and Restated 2018 Omnibus Incentive Plan has been approved by the stockholders.

(5)

Approval of the amendment and restatement of the FuelCell
Energy, Inc. 2018 Employee Stock Purchase Plan, as amended and restated.

VOTES FOR: 16,357,722

VOTES AGAINST: 759,892

ABSTENTIONS: 43,803

BROKER NON-VOTES: 9,758,552

Accordingly, the amendment and restatement of the FuelCell
Energy, Inc. 2018 Employee Stock Purchase Plan, as amended and restated, has been approved by the stockholders.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits. The following exhibits are being filed herewith:

Exhibit

Number

Description

10.1

FuelCell Energy, Inc. Sixth Amended and Restated 2018 Omnibus
Incentive Plan, effective as of April 2, 2026.

10.2

FuelCell
Energy, Inc. 2018 Employee Stock Purchase Plan, as Amended and Restated Effective as of April 2, 2026.

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