8-K2014AGM
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): March 27, 2014
FUELCELL ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware | | 1-14204 | | 06-0853042 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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:
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 March 27, 2014. 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:
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NAME OF DIRECTOR | VOTES
FOR | | | VOTES
WITHHELD | |
Arthur A. Bottone | | | 83,184,117 | | | | 2,881,319 | |
Richard A. Bromley | | | 82,572,034 | | | | 3,493,402 | |
James Herbert England | | | 82,263,743 | | | | 3,801,693 | |
James D. Gerson | | | 82,382,141 | | | | 3,683,295 | |
William A. Lawson | | | 82,196,853 | | | | 3,868,583 | |
John A. Rolls | | | 82,563,636 | | | | 3,501,800 | |
Togo Dennis West, Jr. | | | 82,737,389 | | | | 3,328,047 | |
BROKER NON-VOTES: 97,056,239
(2) To ratify the selection of KPMG LLP as the independent registered public accounting firm for fiscal year 2014.
The results of the voting were as follows:
VOTES FOR: 178,958,010
VOTES AGAINST: 2,115,524
ABSTAINED: 2,048,141
(3) To amend the FuelCell Energy, Inc. 2010 Equity Incentive Plan.
The results of the voting were as follows:
VOTES FOR: 77,252,260
VOTES AGAINST: 6,982,462
ABSTAINED: 1,830,714
(4) To amend the FuelCell Energy, Inc. Articles of Incorporation to increase the authorized common stock from 275,000,000 shares to 400,000,000 shares.
The results of the voting were as follows:
VOTES FOR: 157,508,324
VOTES AGAINST: 23,045,152
ABSTAINED: 2,568,199
(5) To vote, on an advisory basis, on the compensation of the named officers of FuelCell Energy, Inc. as set forth in the FuelCell Energy, Inc. 2014 Proxy Statement.
The results of the voting were as follows:
VOTES FOR: 78,584,322
VOTES AGAINST: 6,124,692
ABSTAINED: 1,356,422
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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.
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| | FUELCELL ENERGY, INC. |
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Date: April 1, 2014 | | By: | | /s/ Michael S. Bishop |
| | | | Michael S. Bishop |
| | | | Senior Vice President, Chief Financial Officer, Corporate Secretary and Treasurer |