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Form 8-K FUELCELL ENERGY INC For: Feb 22

February 22, 2024 8:01 AM EST
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): February 22, 2024

 

 

 

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: (203825-6000

 

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 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On and effective as of February 22, 2024, the Board of Directors of FuelCell Energy, Inc. (the “Company”) amended and restated the Company’s Second Amended and Restated By-laws (the “By-laws”) to revise Sections 1.11(c) and 2.3(c) to remove the definition of “Acting in Concert” and all references to “Acting in Concert” therein (as so amended and restated, the “Amended By-laws”). Prior to such amendment and restatement, these provisions required stockholders seeking to submit proposals or to nominate director candidates at meetings of stockholders to provide the Company with certain information including, in certain instances, information regarding persons with whom such stockholders were “acting in concert” as defined in the By-laws.

 

The foregoing description of the Amended By-laws is qualified in its entirety by reference to the full text of the Amended By-laws, which are attached hereto as Exhibit 3.1 (unmarked version) and Exhibit 3.2 (marked version) and incorporated by reference herein.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit

Number

  Description
     
3.1   Amended By-laws, effective as of February 22, 2024 (unmarked version).
     
3.2   Amended By-laws, effective as of February 22, 2024 (marked version).
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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: February 22, 2024 By: /s/ Michael S. Bishop
    Michael S. Bishop
    Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

 

ATTACHMENTS / EXHIBITS

EXHIBIT 3.1

EXHIBIT 3.2

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