Fuelcell Energy Inc

This management proposal asks stockholders to cast a non-binding advisory vote to approve the fiscal year 2025 compensation of the Company’s named executive officers as disclosed in the proxy. Management argues the program is designed to attract and retain executives, align pay with performance via short-term (MIP) and long-term (PSUs and RSUs) incentives, and that adjustments were made after stockholder engagement and lower say-on-pay outcomes in 2024 and 2025. The Compensation and Leadership Development Committee exercises discretion in plan design, including operational milestones and strategic enablers for MIP and a shift from relative to absolute TSR for 2026 PSUs to increase rigor. Board recommends a “FOR” vote, stating the program ties pay to performance, reduced award values in 2025 relative to prior periods, implemented a salary freeze, and strengthened metrics and stockholder outreach to address prior low support levels.

Management seeks shareholder ratification of KPMG LLP as independent auditors for fiscal 2026, noting KPMG’s long tenure since 1995 and that the Audit, Finance and Risk Committee reviewed independence, qualifications, resources and performance. The committee determined KPMG is independent and capable of addressing the company’s audit needs; the Board recommends approval as a matter of good governance. This is routine and intended to provide shareholder input; approval would not bind the committee but supports the current engagement.

Management proposes an amendment and restatement to increase the Plan share reserve by 3,000,000 shares (bringing total authorized under the amended plan to 5,194,444 subject to adjustments) to ensure the Company can settle recent contingent awards granted in November 2025 and have capacity for future equity grants to attract and retain executives and other employees. The filing notes a significant portion of the requested shares are to cover contingent awards (1,515,551 shares: 1,039,212 for 2026 Absolute TSR PSUs at maximum performance and 476,339 for time-vested RSUs) that would otherwise be settled in cash if the proposal fails, potentially causing cash payouts and signaling constrained equity capacity. The proposal provides granular anti-dilution adjustment mechanics, per-director annual limits, and prohibits repricing without shareholder approval. Management provides burn-rate and dilution metrics, showing a three-year average burn rate of 1.82% and aggregate potential dilution of 7.1% if the increase is approved, which management frames as reasonable. The Board recommends approval to ensure equity remains available for performance and retention awards and to align long-term incentives with shareholder value.

Management requests shareholder approval to increase the ESPP reserve by 300,000 shares (to 300,078 shares reflecting prior adjustments) to support employee participation and recruitment/retention efforts. The Amended ESPP uses six-month Offering Periods with a look-back purchase price equal to 85% of the lower of the offering start or end date prices, limits participants to 1,000 shares per offering and to $25,000 of fair market value per calendar year, and allows eligible employees to contribute up to 15% of base pay. Management notes the plan will continue to be administered by the Compensation Committee and remain intended to qualify under Section 423 of the Code. Board recommends approval to enhance employee alignment with shareholders and ensure plan capacity for future participation.