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Get filing alertsFuelCell Energy stockholders approve 3M share expansion for equity compensation plans
Filed April 6, 2026 · Period ending April 2, 2026 · ~1 min read
Key Changes
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Stockholders approved adding 3 million shares to the equity incentive plan, bringing total authorized to 5.2 million shares for employee and director stock awards over the next decade.
Item 5.07 verify on EDGAR → -
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Employee stock purchase plan expanded by 300,000 shares to 300,078 total, allowing employees to buy discounted stock (max 1,000 shares per offering period).
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All eight directors re-elected with strong support (13M+ votes each), including CEO Jason Few and board chair James England, to serve until 2027 annual meeting.
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Executive compensation approved by 77% of votes cast in non-binding say-on-pay vote; KPMG ratified as auditor for fiscal 2026 with 84% support.
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Summary
FuelCell Energy held its 2026 annual meeting on April 2, where stockholders approved significant expansions to the company's equity compensation programs. The headline item: authorization for 3 million additional shares under the incentive plan, a 58% increase that will fund stock options and restricted stock awards for employees, directors, and consultants through 2036.
This dilution is meaningful for existing shareholders, though the company likely argues it's necessary to attract and retain talent in the competitive clean energy sector. The meeting was otherwise routine. All directors won re-election with broad support, executive pay passed its advisory vote with 77% approval, and KPMG was retained as auditor. The employee stock purchase plan also got a modest 300,000-share boost.
For retail investors, the key takeaway is potential dilution from the expanded equity pool. Watch upcoming 10-Q filings to see how aggressively management grants these newly authorized shares and whether the company is burning through its equity budget faster than peers.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
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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.
Stockholders voted at the April 2, 2026 annual meeting to approve two equity compensation plan amendments that the Board had previously approved subject to stockholder ratification. The Sixth Amended and Restated Incentive Plan and the Amended and Restated ESPP are now effective following stockholder approval.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
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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.
All eight director nominees were re-elected at the April 2, 2026 annual meeting to serve until the 2027 annual meeting. The vote results show broad stockholder support, with each director receiving over 13 million votes in favor.
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VOTES FOR: 13,087,564 | VOTES AGAINST: 3,941,931 | ABSTENTIONS: 131,922
Stockholders approved the compensation of named executive officers on a non-binding advisory basis, with approximately 77% of votes cast in favor. This say-on-pay vote indicates general stockholder support for the company's executive compensation practices.
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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.
Stockholders ratified KPMG LLP as the independent auditor for fiscal year 2026, with approximately 84% of votes cast in favor. This is a routine annual vote confirming the audit committee's selection.
Event · Item 9.01 — Financial Statements and Exhibits
FuelCell Energy filed amendments to its 2018 equity compensation plans, effective April 2, 2026.
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FuelCell Energy, Inc. Sixth Amended and Restated 2018 Omnibus Incentive Plan, effective as of April 2, 2026.
The company amended and restated its 2018 Omnibus Incentive Plan for the sixth time, effective April 2, 2026. This plan governs equity-based compensation for employees, directors, and consultants. The 8-K does not disclose the specific changes made in this amendment.
Added in current filing · verify on EDGAR →
FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan, as Amended and Restated Effective as of April 2, 2026.
The company amended and restated its 2018 Employee Stock Purchase Plan, effective April 2, 2026. This plan allows employees to purchase company stock, typically at a discount. The 8-K does not disclose the specific changes made in this amendment.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify