UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~April~~May 219, 2026

FUELCELL ENERGY, INC.

(Exact Name of Registrant as Specified in its 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	06810
	(Address of Principal Executive Offices)	(Zip Code)

~~Registrant’s telephone number, including area code: (203) 825-6000~~


Delaware	1-14204	06-0853042
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	3 Great Pasture Road, Danbury, Connecticut	06810
	(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		FCEL		The Nasdaq Stock Market LLC (Nasdaq Global Market)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	FCEL	The Nasdaq Stock Market LLC (Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth ~~company~~ ¨company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) 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. Additional information regarding the results of the Annual Meeting is set forth below under Item 5.07 of this Current Report on Form 8-K.

~~Amendment~~(d)Election ~~and Restatement~~ of ~~the~~New ~~FuelCell Energy, Inc. Fifth Amended and Restated 2018 Omnibus Incentive Plan~~Director

The purpose of the amendment and restatement of the Fifth Amended and Restated 2018 Omnibus Incentive Plan was to authorize the Company to issue up to 3,000,000 additional shares of the Company’s common stock pursuant to awards under the Sixth Amended and Restated Incentive Plan.

~~Following~~The ~~the~~Board ~~approval~~ of ~~the~~ ~~amendment~~Directors ~~and restatement~~ (~~and therefore the Sixth Amended and Restated Incentive Plan~~“Board”) byof ~~the~~FuelCell ~~Company’s stockholders at the Annual Meeting~~Energy, ~~the~~Inc. ~~Sixth Amended and Restated Incentive Plan provides~~ (the “Company”) ~~with~~elected ~~the authority to issue~~ a ~~total~~new ~~of 5~~director,~~194,444~~ ~~shares of~~John ~~the Company’s common stock. The Sixth Amended and Restated Incentive Plan authorizes grants of stock options~~Livingston, ~~stock~~to ~~appreciation rights,~~serve ~~restricted~~on ~~stock,~~the ~~restricted~~Board ~~stock~~effective ~~units,~~May ~~shares~~19, ~~performance shares~~2026, ~~performance~~until ~~units,~~the ~~incentive~~annual ~~awards~~meeting ~~and~~of ~~dividend~~the ~~equivalent units~~stockholders ~~to officers, other employees, directors, consultants and advisors. Up to 61,111 shares~~ of the Company’s ~~common~~to ~~stock may~~ be ~~issued~~ ~~pursuant~~held toin ~~the~~2027 ~~exercise~~or ofuntil ~~incentive~~his ~~stock~~earlier ~~options.~~resignation ~~The Board~~ or ~~the~~removal, ~~administrator~~after ofincreasing the ~~Sixth~~number ~~Amended~~of ~~and~~directors ~~Restated~~serving ~~Incentive Plan~~on ~~may terminate~~ the ~~Sixth~~Board ~~Amended~~from ~~and~~eight ~~Restated~~to ~~Incentive Plan at any time~~nine. NoIn ~~award~~addition ~~may~~to behis ~~granted~~election ~~under~~to the ~~Sixth~~Board, ~~Amended~~Mr. ~~and~~Livingston ~~Restated Incentive~~has ~~Plan~~been ~~after~~appointed, ~~the~~effective ~~tenth~~May ~~anniversary~~19, of2026, ~~the~~to ~~approval~~serve ofon the ~~Sixth~~Audit, ~~Amended~~Finance and ~~Restated~~Risk ~~Incentive~~Committee ~~Plan~~and byCompensation ~~stockholders~~and atLeadership ~~the~~Development ~~Annual Meeting~~Committee.

The Sixth Amended and Restated Incentive Plan is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on February 18, 2026. A copy of the Sixth Amended and Restated Incentive Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Sixth Amended and Restated Incentive Plan set forth above is qualified in its entirety by reference to such materials.

~~Amendment~~There are no arrangements or understandings between Mr. Livingston and ~~Restatement~~any ofother ~~the~~person ~~FuelCell~~pursuant ~~Energy~~to which he was selected as a director, ~~Inc~~ nor are there any transactions in which Mr. ~~2018~~Livingston ~~Employee~~has ~~Stock~~an ~~Purchase~~interest ~~Plan,~~that aswould ~~amended~~be ~~and~~reportable ~~restated~~under Item 404(a) of Regulation S-K.

The purpose of the amendment and restatement of the 2018 Employee Stock Purchase Plan, as amended and restated, was to authorize the Company to issue up to 300,000 additional shares of the Company’s common stock under the Amended and Restated ESPP.

~~Following~~As ~~the~~a ~~approval~~non-employee ~~of the~~director, ~~amendment~~Mr. ~~and~~Livingston ~~restatement~~will ~~(and~~be ~~therefore~~compensated ~~the~~in ~~Amended~~accordance ~~and~~with ~~Restated ESPP) by~~ the Company’s ~~stockholders~~compensation atpolicies ~~the~~for ~~Annual~~non-employee ~~Meeting~~directors, which are described in the ~~Amended~~Definitive ~~and~~Proxy ~~Restated~~Statement ~~ESPP~~on ~~provides~~Schedule 14A filed by the Company with the ~~authority~~Securities toand ~~issue~~Exchange aCommission ~~total~~(the of“SEC”) ~~300,078~~on ~~shares~~February of18, ~~the Company’s common stock~~2026.

~~The Amended and Restated ESPP limits the number of shares of the Company’s common stock that any individual participant may purchase during an offering period to 1,000 shares.~~

~~The~~In ~~Amended~~connection ~~and~~with ~~Restated ESPP,~~his ~~which~~election ~~is intended~~ to ~~satisfy~~ the ~~requirements~~Board, ofMr. ~~Section~~Livingston ~~423~~will ofreceive ~~the~~an ~~Internal~~annual ~~Revenue~~retainer ~~Code~~for ofservice ~~1986,~~on ~~as amended, allows~~ the ~~Company to~~Board ~~provide eligible employees~~ of ~~the~~$50,000 ~~Company~~ and ofannual ~~certain~~non-chair ~~designated~~committee ~~subsidiaries~~fees ~~with~~of ~~the~~$10,000 ~~opportunity~~for toservice ~~voluntarily~~on ~~participate in~~ the ~~Amended and Restated ESPP~~Audit, ~~enabling~~Finance ~~such~~and ~~participants~~Risk toCommittee ~~purchase~~and ~~shares of the Company’s common stock at a discount to market price at the time of such purchase. The Board may~~$7,500 infor ~~its~~service ~~sole~~on ~~discretion, terminate~~ the ~~Amended~~Compensation and ~~Restated~~Leadership ~~ESPP~~Development ~~at any time~~Committee. ~~If the~~All ~~Board~~such ~~does~~retainers ~~not earlier terminate the Amended~~ and ~~Restated~~fees ~~ESPP,~~will ~~the~~be ~~Amended~~prorated ~~and~~based ~~Restated~~on ~~ESPP~~his ~~will~~service ~~terminate~~start ~~on the~~ date ~~on which all shares~~ of ~~common~~May ~~stock~~19, ~~available for issuance have been sold pursuant to purchase rights exercised under the Amended and Restated ESPP~~2026.

The Amended and Restated ESPP is described in detail in the Company’s definitive proxy statement filed with the SEC on February 18, 2026. A copy of the Amended and Restated ESPP is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Amended and Restated ESPP set forth above is qualified in its entirety by reference to such materials.

~~Item~~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.~~07.~~ ~~Submission~~Such RSUs (i) will vest on the date of ~~Matters~~the regularly scheduled annual meeting of the stockholders of the Company to abe ~~Vote~~held in 2027, (ii) are to be settled in cash or in shares of ~~Security~~the ~~Holders~~Company’s common stock, at the discretion of the Compensation and Leadership Development Committee, as the administrator under the Plan, (iii) are subject to the Plan, and (iv) are subject to the terms and conditions set forth in the Restricted Stock Unit Award Agreement pursuant to which such RSUs are granted, which is based on the form of Restricted Stock Unit Award Agreement previously approved by the Compensation and Leadership Development Committee.

At the Company’s Annual Meeting on April 2, 2026, five proposals were submitted to a vote of the holders of shares of common stock of the Company. The voting results with respect to those five proposals were as follows:

~~(1) Election of eight directors to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.~~

NAME OF DIRECTOR	VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
James H. England	13,483,683	3,604,594	73,140	9,758,552
Jason Few	16,379,036	711,069	71,312	9,758,552
Matthew F. Hilzinger	16,414,355	675,930	71,132	9,758,552
Natica von Althann	16,380,542	706,392	74,483	9,758,552
Cynthia Hansen	16,425,658	663,963	71,796	9,758,552
Donna Sims Wilson	13,534,641	3,566,159	60,617	9,758,552
Betsy Bingham	16,405,646	697,804	57,967	9,758,552
Tyrone Michael Jordan	16,343,615	771,774	46,028	9,758,552

Item 7.01. Regulation FD Disclosure.

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.

~~(2)~~On ~~Approval~~May 21, on2026, the Company issued a ~~non-binding~~press ~~advisory~~release ~~basis,~~announcing the election of John Livingston to the ~~compensation~~Board. A copy of the ~~Company’s~~press ~~named~~release ~~executive~~is ~~officers~~furnished herewith as ~~set~~Exhibit ~~forth~~99.1 into ~~the~~this ~~“Executive~~Current ~~Compensation”~~Report ~~section~~on ofForm ~~the proxy statement~~8-K.

~~VOTES FOR: 13,087,564~~

~~VOTES~~The ~~AGAINST:~~information 3furnished in this Item 7.01,~~941~~ including Exhibit 99.1,~~931~~ is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

~~ABSTENTIONS: 131,922~~

~~BROKER~~Item ~~NON-VOTES:~~ 9~~,758,552~~.01.Financial Statements and Exhibits.

~~Accordingly,~~(d) ~~the compensation of the Company’s named executive officers as set forth in the “Executive Compensation” section of the proxy statement has been approved by the stockholders~~Exhibits.

(3) Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026.

Exhibit Number		Description

99.1		FuelCell Energy, Inc. Press Release dated May 21, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~VOTES FOR: 22,592,473~~

~~VOTES AGAINST: 4,186,613~~

~~ABSTENTIONS: 140,883~~

~~BROKER NON-VOTES: 0~~

~~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.~~SIGNATURES

~~(4)~~Pursuant ~~Approval~~to the requirements of the ~~amendment~~Securities ~~and~~Exchange ~~restatement~~Act of 1934, the ~~FuelCell~~registrant ~~Energy,~~has ~~Inc.~~duly ~~Fifth~~caused ~~Amended~~this ~~and~~report ~~Restated~~to ~~2018~~be ~~Omnibus~~signed ~~Incentive~~on ~~Plan~~its behalf by the undersigned hereunto duly authorized.

~~VOTES FOR: 13,348,214~~

VOTES AGAINST: 3,743,025


	FUELCELL ENERGY, INC.

Date: May 21, 2026	By:	/s/ Michael S. Bishop
		Michael S. Bishop
		Executive Vice President, Chief Financial Officer, and Treasurer

~~ABSTENTIONS: 70,178~~

~~BROKER NON-VOTES: 9,758,552~~

~~Accordingly, the amendment and restatement of the FuelCell Energy, Inc. Fifth Amended and Restated 2018 Omnibus Incentive Plan has been approved by the stockholders.~~

~~(5) Approval of the amendment and restatement of the FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan, as amended and restated.~~

VOTES FOR: 16,357,722

VOTES AGAINST: 759,892

ABSTENTIONS: 43,803

BROKER NON-VOTES: 9,758,552

Accordingly, the amendment and restatement of the FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan, as amended and restated, has been approved by the stockholders.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

Exhibit Number		Description
10.1		FuelCell Energy, Inc. Sixth Amended and Restated 2018 Omnibus Incentive Plan, effective as of April 2, 2026.
10.2		FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan, as Amended and Restated Effective as of April 2, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 6, 2026	By:	/s/ Michael S. Bishop
		Michael S. Bishop
		Executive Vice President, Chief Financial Officer, and Treasurer

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