FuelCell Energy Adjourns and Will Reconvene its Annual Meeting of Stockholders on May 22, 2023 to Allow Stockholders Additional Time to Vote
10 Mai 2023 - 2:00PM
FuelCell Energy, Inc. (Nasdaq: FCEL) has announced that its Annual
Meeting of Stockholders has been adjourned until May 22, 2023 at
1:00 p.m. EDT in order to solicit additional proxies and allow
stockholders additional time to vote on the proposals set forth in
the Company’s Definitive Proxy Statement filed with the Securities
and Exchange Commission on February 17, 2023 (the “2023 Proxy
Statement”). At that time, the Annual Meeting will be reconvened to
vote on the proposals described in the 2023 Proxy Statement.
A Media Snippet accompanying this announcement is
available by clicking on the image or link below:
As of May 8, 2023, the Company has received proxies representing
a sufficient number of votes to elect each of the director nominees
named in the 2023 Proxy Statement and to approve Proposals 2, 3,
and 4 (as described in the 2023 Proxy Statement)*, but the Company
has not received proxies representing a sufficient number of votes
to approve Proposal 5 (the proposal to amend the Company’s
Certificate of Incorporation to increase the number of authorized
shares of common stock of the Company as described in additional
detail in the 2023 Proxy Statement). Approval of Proposal 5
requires the affirmative vote of the holders of a majority of the
shares of our common stock outstanding as of the record date for
the Annual Meeting. This means that Proposal 5 requires a greater
number of votes for approval than the other proposals described in
the 2023 Proxy Statement.
As of May 8, 2023, of the 405,732,053 shares of our common stock
outstanding as of the record date for the Annual Meeting,
227,692,874 have voted on Proposal 5. Of these votes, more than 80%
were votes FOR Proposal 5*.
FuelCell Energy is urging all stockholders to vote immediately
for Proposal 5, which would allow FuelCell Energy to increase the
number of authorized shares of common stock, providing the Company
with needed flexibility to issue shares in the future to take
advantage of market conditions or favorable opportunities. As
FuelCell Energy has a diverse stockholder base with many investors,
every vote received is meaningful.
"We appreciate the strong support of our stockholders who have
voted to date and we urge all stockholders – regardless of the
number of shares you own – to vote today and help support FuelCell
Energy," said Mr. Jason Few, President and Chief Executive
Officer.
If Proposal 5 is approved by our stockholders, the number of
authorized shares of common stock and the number of shares of
common stock available for issuance by FuelCell Energy would
increase by 500,000,000 shares. These newly authorized shares of
common stock would be issuable for any proper corporate purpose,
including future acquisitions, investment opportunities, raising
capital for commercialization of our advanced technologies, project
advancement and financing, the establishment of collaboration or
other strategic agreements, capital raising transactions utilizing
equity or convertible debt securities, future at the market or
other offerings of common stock, stock splits, stock dividends,
issuance under current or future employee stock purchase plans or
employee equity plans or for other corporate purposes.
The Board of Directors has recommended that stockholders vote
FOR Proposal 5. In addition, leading proxy advisory firm,
Institutional Shareholder Services (ISS), has recommended that
stockholders vote FOR Proposal 5.
If Proposal 5 is not approved by our stockholders, it will
impede FuelCell Energy’s ability to raise equity capital should the
need arise. If FuelCell Energy is not able to raise equity capital,
it may cause the loss of significant business opportunities,
prevent the commercialization of our advanced technologies or
completion of projects and limit our ability to execute on our
business plan, any of which could adversely affect our financial
performance, growth and ability to continue our operations. For
additional information, prior to casting your vote, please review
Proposal 5 in the 2023 Proxy Statement in its entirety.
Every vote matters. Holders of shares of our common stock as of
the close of business on the record date of February 10, 2023 who
have not yet voted are encouraged to vote today by following the
instructions you have previously received. No additional action is
required for stockholders who have already voted.
If you have questions or require any assistance voting your
shares, please contact MacKenzie Partners, Inc., our proxy
solicitation agent, toll-free at 1-800-322-2885 or 212-929-5500 or
at proxy@mackenziepartners.com.
The reconvened Annual Meeting on May 22, 2023 will be a
completely virtual meeting, conducted via live audio webcast on the
Internet. Stockholders will be able to attend, vote at and submit
questions during the reconvened Annual Meeting on May 22, 2023 by
visiting www.virtualshareholdermeeting.com/FCEL2023 and entering
the 16-digit control number included in their notice of internet
availability of proxy materials, on their proxy card or in the
instructions that accompanied their proxy materials.
* Based on the preliminary vote tabulation report as of May 8,
2023, which will change if stockholders revoke their proxies and/or
change their votes and/or if additional stockholders vote their
shares.
About FuelCell Energy
FuelCell Energy, Inc. (NASDAQ: FCEL): FuelCell Energy is a
global leader in sustainable clean energy technologies that address
some of the world’s most critical challenges around energy access,
security, safety and environmental stewardship. As a leading global
manufacturer of proprietary fuel cell technology platforms,
FuelCell Energy is uniquely positioned to serve customers worldwide
with sustainable products and solutions for industrial and
commercial businesses, utilities, governments, and
municipalities.
Contact: FuelCell Energy,
Inc.ir@fce.com203.205.2491
FuelCell Energy (NASDAQ:FCEL)
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