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))

 
 

 

1


 

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

 

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

 

3