Fuelcell Energy Inc 8-K, filed May 21, 2026
Fuelcell Energy Inc (FCEL)
About this 8-K
Fuelcell Energy Inc filed this 8-K on May 21, 2026, reporting on events of May 19, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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
The Board of Directors (“Board”) of FuelCell Energy, Inc. (the “Company”) elected a new director, John Livingston, to serve on the Board effective May 19, 2026, until the annual meeting of the stockholders of the Company to be held in 2027 or until his earlier resignation or removal, after increasing the number of directors serving on the Board from eight to nine. In addition to his election to the Board, Mr. Livingston has been appointed, effective May 19, 2026, to serve on the Audit, Finance and Risk Committee and Compensation and Leadership Development Committee.
There are no arrangements or understandings between Mr. Livingston and any other person pursuant to which he was selected as a director, nor are there any transactions in which Mr. Livingston has an interest that would be reportable under Item 404(a) of Regulation S-K.
As a non-employee director, Mr. Livingston 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 18, 2026.
In connection with his election to the Board, Mr. Livingston will receive an annual retainer for service on the Board of $50,000 and annual non-chair committee fees of $10,000 for service on the Audit, Finance and Risk Committee and $7,500 for service on the Compensation and Leadership Development Committee. All such retainers and fees will be prorated based on his service start date of May 19, 2026.
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. Such RSUs (i) will vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2027, (ii) are to be settled in cash or in shares of the 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.
Item 7.01. Regulation FD Disclosure.
On May 21, 2026, the Company issued a press release announcing the election of John Livingston 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.
Item 9.01.Financial Statements and Exhibits.
| (d) | Exhibits. |
Exhibit | | Description |
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99.1 | | |
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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. | |
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Date: May 21, 2026 | By: | /s/ Michael S. Bishop |
| | Michael S. Bishop |
| | Executive Vice President, Chief Financial Officer, and Treasurer |
Exhibit 99.1
FuelCell Energy Elects Cybersecurity Entrepreneur and McKinsey Veteran John Livingston to Board of Directors
DANBURY, Conn., May 21, 2026 (GLOBE NEWSWIRE) — FuelCell Energy, Inc. (NASDAQ: FCEL) announced that John Livingston has joined its Board of Directors, effective May 19, 2026.
Livingston brings more than 25 years of experience at the intersection of strategy, technology, industrial operations and cybersecurity, advising and building businesses that operate in complex, mission-critical infrastructure environments. His background closely aligns with FuelCell Energy’s focus on delivering resilient, infrastructure-grade power solutions for data centers, digital infrastructure, utilities and other critical applications.
“John Livingston has spent his distinguished career helping industrial and technology companies navigate periods of operational and technology transformation across strategy, business operations, and cybersecurity. This makes him a strong addition to our Board as energy systems grow in complexity, AI-driven demand and digital infrastructure increasingly converge and cyber threat risk increase.” said Jason Few President and Chief Executive Officer of FuelCell Energy.
Deep Experience in Corporate Strategy and Industrial Leadership
Livingston established Verve Industrial Protection, served as its CEO, and transformed it into a leading operational technology cybersecurity platform for critical infrastructure. Verve was acquired by Rockwell Automation, a global leader in digital transformation and industrial automation. His extensive experience in operational technology environments strengthens FuelCell Energy’s Board and enhances the Company’s ability to collaborate with data center operators, hyperscalers and AI infrastructure firms facing an expanding attack surface — including substations, chillers, battery energy storage systems, on-site generation, building management systems and control networks.
Livingston also spent more than 20 years at McKinsey & Co., advising industrial, technology and infrastructure clients on growth strategy, operational transformation and technology-enabled change, and where he held multiple leadership roles focused on industrial technologies and advanced manufacturing.
“FuelCell Energy is in the right place at the right time with reliable behind-the-meter power solutions that the AI economy demands,” Livingston said. “I’ve watched with great interest and admiration as the Company has established itself as a key player at the intersection of clean power and resilience. I’m excited to support the Board and management team as we advance our long-term strategy and commercial focus.”
About FuelCell Energy
FuelCell Energy is an American clean energy technology company delivering continuous, scalable baseload power for mission-critical applications globally. The Company’s fuel cell systems generate electricity directly at the point of use, enabling reliable, low-emissions power for data centers, industrial facilities, utilities and distributed generation customers. FuelCell Energy delivers commercially proven, modular, utility-scale systems backed by global fuel cell deployments approaching one gigawatt. Learn more at www.FuelCellEnergy.com.
Contact:
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