FuelCell Energy Inc (FCEL)

[LEANMACHINE]

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
MEETING INFORMATION
FRIDAY, DECEMBER 13, 2019
10:00 a.m. Eastern Standard Time
Offices of Foley & Lardner LLP
90 Park Avenue, 35th Floor
New York, NY 10016
ITEMS OF BUSINESS
1.
To approve the amendment of the FuelCell Energy, Inc. Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock of FuelCell Energy, Inc. from 225,000,000 shares to 450,000,000 shares (the “Increase Authorized Shares Proposal”);
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2.
To authorize the Board of Directors of FuelCell Energy, Inc. to effect a reverse stock split (such authorization to expire on July 14, 2020) through an amendment to the FuelCell Energy, Inc. Certificate of Incorporation, as amended (the “Reverse Stock Split Proposal”); provided that, in the event that the Increase Authorized Shares Proposal is also approved, such reverse stock split and amendment, if implemented by the Board of Directors, will become effective after the effectiveness of the increase in authorized shares pursuant to the Increase Authorized Shares Proposal;
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3.
To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Increase Authorized Shares Proposal or the Reverse Stock Split Proposal (the “Adjournment Proposal”); and
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4.
To transact such other business as may properly come before the Special Meeting or any adjournment thereof.
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RECORD DATE
Holders of record of our common stock on November 1, 2019, the record date, are entitled to notice of, and to vote at, the Special Meeting.
MATERIALS TO REVIEW
This booklet contains our Notice of Special Meeting and our Proxy Statement, which fully describes the business we will conduct at the Special Meeting.
PROXY VOTING
It is important that your shares are represented and voted at the Special Meeting. Please vote your shares according to the instructions under “How to Vote” in the Proxy Summary.
ADMISSION TO THE SPECIAL MEETING
To attend the Special Meeting, please follow the “Meeting Attendance” instructions in the Proxy Summary.
By Order of the Board of Directors,?
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JENNIFER D. ARASIMOWICZ
Executive Vice President, General Counsel,
Chief Administrative Officer
and Corporate Secretary
November 6, 2019?