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Get filing alertsFuelCell Energy expands Board to nine directors, elects John Livingston
Filed May 21, 2026 · Period ending May 19, 2026 · ~1 min read
Key Changes
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Board expanded from eight to nine directors with election of John Livingston, effective May 19, 2026. He will serve until the 2027 annual meeting.
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Livingston appointed to Audit, Finance and Risk Committee and Compensation and Leadership Development Committee, two key oversight roles for financial reporting and executive pay.
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New director will receive $50,000 annual retainer plus $17,500 in committee fees (prorated from May 19), consistent with standard non-employee director compensation.
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Livingston granted 5,896 restricted stock units vesting at 2027 annual meeting, settleable in cash or stock at committee's discretion.
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Summary
FuelCell Energy expanded its Board of Directors from eight to nine members with the election of John Livingston, effective May 19, 2026. This represents a net addition rather than a replacement, suggesting the company is adding expertise or capacity to its governance structure.
Livingston was immediately appointed to two critical committees: Audit, Finance and Risk, and Compensation and Leadership Development, indicating he will have direct oversight of financial reporting and executive compensation decisions. For retail investors, board composition matters because directors provide strategic guidance and oversight of management.
The expansion suggests FuelCell may be preparing for growth initiatives or addressing governance needs that require additional bandwidth. Livingston's compensation package follows standard director pay practices, with a $50,000 base retainer plus committee fees and equity that vests in 2027, aligning his interests with shareholders. Watch for the company's 2026 proxy statement, which should provide Livingston's background, qualifications, and any relevant business relationships. His expertise and committee roles may signal strategic priorities or areas where the board felt it needed strengthening.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
FuelCell Energy elected John Livingston to the Board effective May 19, 2026, with committee appointments and standard non-employee director compensation.
Added in current filing · verify on EDGAR →
The Board of Directors (“Board”) of FuelCell Energy, Inc. (the “Company”) elected a new director, John Livingston, to serve on the Board effective May 19, 2026, until the annual meeting of the stockholders of the Company to be held in 2027 or until his earlier resignation or removal, after increasing the number of directors serving on the Board from eight to nine.
The Board expanded from eight to nine directors and elected John Livingston as a new director effective May 19, 2026. He will serve until the 2027 annual meeting or until earlier resignation or removal. This represents a net addition to Board size rather than a replacement.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
In connection with his election to the Board, Mr. Livingston will receive an annual retainer for service on the Board of $50,000 and annual non-chair committee fees of $10,000 for service on the Audit, Finance and Risk Committee and $7,500 for service on the Compensation and Leadership Development Committee. All such retainers and fees will be prorated based on his service start date of May 19, 2026.
Mr. Livingston will receive $50,000 annual Board retainer plus $10,000 for Audit committee service and $7,500 for Compensation committee service, all prorated from May 19, 2026. This follows the Company's standard non-employee director compensation policy.
Added in current filing · verify on EDGAR →
In addition, Mr. Livingston will receive an award of 5,896 restricted stock units (“RSUs”) under the Company’s Sixth Amended and Restated 2018 Omnibus Incentive Plan (the “Plan”), which Plan is described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on February 18, 2026. Such RSUs (i) will vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2027, (ii) are to be settled in cash or in shares of the Company’s common stock, at the discretion of the Compensation and Leadership Development Committee, as the administrator under the Plan
Mr. Livingston will receive 5,896 RSUs that vest at the 2027 annual meeting and can be settled in cash or stock at the committee's discretion. This equity grant aligns his interests with shareholders and is part of standard director compensation.
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 21, 2026, the Company issued a press release announcing the election of John Livingston to the Board.
FuelCell Energy disclosed the election of John Livingston to its Board of Directors. This is a governance change that expands or refreshes board composition.
Event · Item 9.01 — Financial Statements and Exhibits
FuelCell Energy filed an 8-K attaching a press release dated May 21, 2026; no material event details disclosed in the filing body.
Added in current filing · view on EDGAR →
99.1
FuelCell Energy, Inc. Press Release dated May 21, 2026.
The 8-K references an attached press release dated May 21, 2026, but does not disclose the content or subject matter of that release within the filing body itself. Without access to Exhibit 99.1, the nature and materiality of the disclosed event cannot be determined from this filing.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify