UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 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): February 8, 2011
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 |
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.02(b) Resignation of Director
On February 8, 2011, the Board of Directors of FuelCell Energy, Inc. (the “Company”) approved the slate of directors to be voted upon at the Company’s Annual Meeting of Shareholders to be held on April 7, 2011 and included in the Company’s definitive Proxy Statement for that meeting. In connection with that approval, Thomas L. Kempner has decided to retire from the Company’s Board of Directors and will not stand for reelection in 2011. Mr. Kempner will remain on the Board of Directors of the Company until its Annual Meeting of Shareholders.
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: February 11, 2011
By: /s/ Joseph G.
Mahler
Joseph G. Mahler
Senior Vice President, Chief
Financial Officer,
Corporate Secretary and
Treasurer