Item 5.07.Submission of Matters to a Vote of Security Holders.
On October 31, 2024, FuelCell Energy, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of the close of business on September 10, 2024, the record date for the Special Meeting, there were 556,009,549 shares of the Company’s common stock issued, outstanding, and entitled to vote. At the Special Meeting, a total of 258,669,292 shares of the Company’s common stock, representing approximately 47% in voting power of the shares of the Company’s common stock issued, outstanding, and entitled to vote at the Special Meeting, were present in person (by virtual presence online) or by proxy, constituting a quorum to conduct business.
At the Special Meeting, two proposals were submitted to a vote of the holders of shares of the Company’s common stock, par value $0.0001 per share (“common stock”). A more detailed description of each proposal is set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 17, 2024. The final voting results for the proposals were as follows:
| (1) | Adoption of an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock and shares of common stock held in treasury at a specific ratio ranging from one-for-ten (1:10) to one-for-thirty (1:30), at any time prior to May 23, 2025, with the exact ratio to be determined by the Company’s Board of Directors without further approval or authorization of the Company’s stockholders (the “Reverse Stock Split Proposal”) |
VOTES FOR: 170,249,976
VOTES AGAINST: 86,416,257
ABSTENTIONS: 2,003,059
BROKER NON-VOTES: 0
Accordingly, the Reverse Stock Split Proposal was approved by the Company’s stockholders.
| (2) | Approval of one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal (the “Adjournment Proposal”) |
VOTES FOR: 169,840,764
VOTES AGAINST: 85,236,866
ABSTENTIONS: 3,591,662
BROKER NON-VOTES: 0
Accordingly, the Adjournment Proposal was approved by the Company’s stockholders. However, because the Reverse Stock Split Proposal was approved, adjournment of the Special Meeting to solicit additional proxies was not necessary.
