8-K2015AGM

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 2, 2015


FUELCELL ENERGY, INC.
(Exact Name of Registrant as Specified in 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
 
06813
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (203) 825-6000
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))
 
 
 









Item 5.07.
Submission of Matters to a Vote of Security Holders.
There were five (5) matters submitted to a vote of securities at the FuelCell Energy, Inc. Annual Shareholders’ Meeting, which was held on April 2, 2015. Following are the five (5) proposals:
(1) To elect seven (7) directors to serve for the ensuing year and until their successors are duly elected and qualified.
The results of the voting were as follows:
 
 
 
 
 
 
 
 
 
 
NAME OF DIRECTOR
VOTES
FOR
 
 
VOTES
WITHHELD
 
Arthur A. Bottone
 
 
97,636,803
 
 
 
5,808,333
 
Richard A. Bromley
 
 
96,231,894
 
 
 
7,213,242
 
James Herbert England
 
 
97,210,600
 
 
 
6,234,536
 
William A. Lawson
 
 
96,695,914
 
 
 
6,749,222
 
John A. Rolls
 
 
97,001,206
 
 
 
6,443,930
 
Christopher S. Sotos
 
 
97,907,663
 
 
 
5,537,473
 
Togo Dennis West, Jr.
 
 
96,575,236
 
 
 
6,869,900
 

(2) To ratify the selection of KPMG LLP as the independent registered public accounting firm for fiscal year 2015.

The results of the voting were as follows:

VOTES FOR: 207,939,306
VOTES AGAINST: 4,409,995
ABSTAINED: 3,484,043

(3) To amend the FuelCell Energy, Inc. Articles of Incorporation to increase the authorized common stock from 400,000,000 shares to 475,000,000.

The results of the voting were as follows:

VOTES FOR: 172,249,221
VOTES AGAINST: 36,224,177
ABSTAINED: 7,359,946








(4) To amend the FuelCell Energy, Inc. Section 423 Employee Stock Purchase Plan to increase the number of shares reserved for issuance from 1,900,000 to 2,900,000.

The results of the voting were as follows:

VOTES FOR: 92,447,217
VOTES AGAINST: 9,710,285
ABSTAINED: 1,287,634    

(5) To authorize the Board of Directors to effect a reverse stock split and proportionately reduce the number of authorized shares of common stock in connection with a reverse stock split (such authorization to expire on April 2, 2016).

The results of the voting were as follows:

VOTES FOR: 174,128,800
VOTES AGAINST: 40,106,266
ABSTAINED: 1,598,278

 
2





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: April 8, 2014
 
By:
 
/s/ Michael S. Bishop
 
 
 
 
Michael S. Bishop
 
 
 
 
Senior Vice President, Chief Financial Officer, Corporate Secretary and Treasurer