{"url_path":"/sec/fcel/8-k/2026-05-21/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/886128/0001104659-26-064902-index.html","accession_number":"0001104659-26-064902","cik":"0000886128","ticker":"FCEL","issuer_name":"FUELCELL ENERGY INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/886128/0001104659-26-064902-index.html","primary_entity_key":"0000886128","primary_entity_name":"FUELCELL ENERGY INC"},"word_count":441,"has_tables":true,"body_markdown":"**Item 5.02.**\n\n**Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n​\n\n(d)*Election of New Director*\n\n​\n\nThe 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.\n\n​\n\nThere 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.\n\n​\n\nAs 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.\n\n​\n\nIn 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.\n\n​\n\nIn 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.\n\n​\n\n​"}