Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of New Director
On December 2, 2021, the Board of Directors (“Board”) of FuelCell Energy, Inc. (the “Company”) increased the size of the Board to eight directors and elected a new director – Betsy B. Bingham – to serve on the Board effective December 3, 2021, until the annual meeting of the stockholders of the Company to be held in 2022 or until her earlier resignation or removal. In addition to her election to the Board, Ms. Bingham has been appointed, effective December 3, 2021, to serve on the Audit and Finance Committee and the Nominating and Corporate Governance Committee.
There are no arrangements or understandings between Ms. Bingham and any other person pursuant to which she was selected as a director, nor are there any transactions in which Ms. Bingham has an interest that would be reportable under Item 404(a) of Regulation S-K.
As a non-employee director, Ms. Bingham will be compensated in accordance with the Company’s compensation policies for non-employee directors, which are described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 19, 2021.
In connection with her election to the Board, Ms. Bingham received a pro-rated annual retainer for service on the Board of $16,667 and pro-rated annual non-chair committee fees of $3,333 for service on the Audit and Finance Committee and $2,500 for service on the Nominating and Corporate Governance Committee. The retainer and fees may be paid in cash or common stock of the Company at the election of Ms. Bingham.
In addition, Ms. Bingham received an award of 3,067 restricted stock units (“RSUs”) under the Company’s Second 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 19, 2021. Such RSUs (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2022, (ii) are to be settled in cash or in shares of the Company’s common stock, at the discretion of the Compensation 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 Committee, which is included as Exhibit 10.1 hereto.
The foregoing summary of the RSUs granted to Ms. Bingham does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Restricted Stock Unit Award Agreement, a copy of which is included as Exhibit 10.1 hereto and incorporated herein by reference.
Item 7.01.Regulation FD Disclosure.
On December 6, 2021, the Company issued a press release announcing the election of Betsy B. Bingham to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Item 7.01, including Exhibit 99.1, 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.
