FuelCell Energy (FCEL) Proxy Filing summary

Executive summary

• Fiscal year 2025 was a period of transition, with a focus on cost management, liquidity, and operational resilience amid challenging energy markets and policy uncertainty.

• The company streamlined operations, restructured, and concentrated resources on its core carbonate fuel cell platform, while recalibrating executive compensation milestones to align with market conditions.

• Governance actions and stockholder engagement led to changes in executive compensation, with improved say-on-pay outcomes, though overall support remained relatively low due to stockholder base dynamics.

• Looking to fiscal year 2026, the company is positioned for opportunities in data center and distributed power markets, with a focus on strategy, governance, and long-term value creation.

Voting matters and shareholder proposals

• Election of eight directors to serve until the 2027 Annual Meeting.

• Advisory vote to approve executive compensation (say-on-pay).

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending October 31, 2026.

• Approval of amendments to the 2018 Omnibus Incentive Plan and the 2018 Employee Stock Purchase Plan.

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; diversity and independence are emphasized.

• Board refreshment efforts added four new directors since 2021, enhancing expertise and diversity.

• Separate roles for CEO and Chair; regular board and committee meetings, with annual self-evaluations and mandatory director education.

• Majority voting standard in uncontested director elections; detailed director assessments every five years.