UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 19, 2021

FUELCELL ENERGY, INC.

(Exact Name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2021, due to the travel impacts of the COVID-19 pandemic, FuelCell Energy, Inc. (the “Company”) entered into a second amendment (the “Amendment”) to the Employment Agreement, effective as of August 26, 2019, between the Company and Jason B. Few, the Company’s President and Chief Executive Officer (the “CEO”), as amended by the first amendment, dated as of April 23, 2020 (the “Employment Agreement”).  The Amendment provides that the Company shall pay to the CEO a lump sum cash payment in the gross amount of $200,000, within 30 days following his relocation to the Danbury, Connecticut area, provided that (i) such relocation occurs by no later than October 31, 2021 and (ii) the CEO is employed by the Company on the date of such payment. The Amendment also replaces the CEO’s monthly travel allowance with a monthly reimbursement of his actual commuting expenses incurred, subject to a limit of $13,000 per month, extends the period of time during which the Company will pay certain of the CEO’s apartment expenses until October 31, 2021 and provides for the Company’s reimbursement of travel expenses of the CEO’s spouse for two trips to facilitate relocation.  All other terms and conditions of the Employment Agreement remain in full force and effect.

The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Item 9.01.Financial Statements and Exhibits.

(d)  The following exhibit is being filed herewith:

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.