Good afternoon, ladies and gentlemen. Welcome to the 2024 annual meeting of stockholders of FuelCell Energy Inc. My name is James H. England, and I am the Chair of the Board of Directors of FuelCell Energy. I will serve as Chair of this meeting. We appreciate your attendance, your interest, and most importantly, your investment in and support of FuelCell Energy. The company's other directors are Natica von Althann, Cynthia Hansen, Donna Sims Wilson, Matthew Hilzinger, Betsy Bingham, and Jason Few, who is also our President and Chief Executive Officer. The other officers of FuelCell Energy in attendance today are Mike Bishop, Executive Vice President, Chief Financial Officer and Treasurer; Dr. Dolger, Executive Vice President, General Counsel and Corporate Secretary; and Tom Gelston, Senior Vice President, Investor Relations. Also attending this meeting representing KPMG LLP, our independent registered public accounting firm, is Rob Wilson.
Although KPMG has indicated that it does not wish to make a statement, Mr. Wilson is available to respond to appropriate questions during the general question and answer period. We are pleased to hold this annual meeting virtually to allow for greater participation by our stockholders. Josh Dolger will serve as Secretary of this meeting. Tessa Mackinson of Equiniti Trust Company will serve as the Inspector of Elections for this meeting. Ms. Mackinson has filed her oath of office with the Secretary of the Meeting for inclusion in the minutes of this meeting. We will file this oath with the company's records of the meeting. I now call this meeting to order. This meeting will be conducted in accordance with the rules of conduct and procedures which are available on the virtual meeting site.
Each of you should have registered online in advance using your 16-digit control number included on your notice of internet availability of proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. If there are any of you who have not registered, please take a moment to register so that your vote will be counted. Questions may be submitted anytime during this meeting via the Ask a Question tool on the virtual meeting site for those attending who are registered stockholders of FuelCell Energy. We will work to entertain all reasonable questions, and questions will be read without naming the person or institution that submitted the questions unless otherwise instructed as part of the submission.
Thank you, Mr. Chairman. As Corporate Secretary of the company, I have an affidavit of mailing from Broadridge Financial Solutions certifying as to the giving of notice of this meeting and the mailing to stockholders of record as of February 5, 2024, the notice of internet availability of proxy materials, which Broadridge commenced distributing to stockholders on February 16, 2024. I also note that the list of stockholders of record of common stock of the company at the close of business on February 5, 2024, was available for inspection by the company's stockholders prior to the meeting date. A copy of the list of stockholders will be filed in the records of the company. Mr.
Chairman, of the 451,862,054 shares of common stock outstanding and entitled to vote as of February 5, 2024, the record date for this annual meeting, at least 213,961,970 shares are represented at this meeting by proxy or in person by virtual presence online. Accordingly, a quorum is present at this meeting. Accordingly, I declare this meeting to be duly convened for the purposes of transacting such business as may properly come before it.
It is approximately 1:00 P.M. Eastern Time on April 4, 2024, and the polls for voting on all matters are open. All FuelCell Energy stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the Inspector of Elections will provide the company with her preliminary report.
The proposals before the stockholders of FuelCell Energy at this meeting are: one) Proposal one: to elect each of the seven directors named in the company's 2024 proxy statement to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified. Proposal two: to ratify the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending October 31, 2024. Proposal three: to approve the amendment and restatement of the FuelCell Energy, Inc., Third Amended and Restated 2018 Omnibus Incentive Plan. And Proposal four: to approve on a non-binding advisory basis the compensation of the company's named executive officers as set forth in the Executive Compensation section of the company's 2024 proxy statement.
The polls are about to close, so if you have not yet voted, please do so. Since everyone has had the opportunity to vote, the polls are now closed. The Inspector of Elections has delivered her preliminary vote to the company, and I will now announce the preliminary results. Based on the Inspector of Elections preliminary report: one) Each of the following director nominees (James H. England, Jason Few, Matthew Hilzinger, Natica von Althann, Cynthia Hansen, Donna Sims Wilson, and Betsy Bingham) has received affirmative votes in excess of the necessary majority of the shares of common stock casting votes in person or by proxy on such proposal at this meeting.
Two) The proposal to ratify the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending October 31, 2024, has received affirmative votes in excess of the necessary majority of common stock votes in person or by proxy on such proposal at this meeting. Three) The proposal to approve the amendment and restatement of the FuelCell Energy, Inc., Third Amended and Restated Omnibus Plan has received affirmative votes in excess of the necessary majority of the shares of common stock casting votes in person or by proxy on such proposal at this meeting.
And four) The proposal to approve on a non-binding advisory basis the compensation of the company's named executive officers as set forth in the Executive Compensation section of the company's 2024 proxy statement has not received the affirmative vote of the necessary majority of the shares of common stock casting votes in person or by proxy on such proposal at this meeting. Accordingly, I declare that each of James H. England, Jason Few, Matthew Hilzinger, Natica von Althann, Cynthia Hansen, Donna Sims Wilson, and Betsy Bingham is elected as Director to serve until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified. Two) The proposal to ratify the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending October 31, 2024, is approved.
Three) The proposal to approve the amendment and restatement of the FuelCell Energy, Inc., Third Amended and Restated 2018 Omnibus Incentive Plan has been approved. Four) The proposal to approve on a non-binding advisory basis the compensation of the company's named executive officers as set forth in the Executive Compensation section of the company's 2024 proxy statement has not been approved.
Thank you for attending the company's annual meeting. This concludes the formal portion of the annual meeting, and the annual meeting is hereby adjourned. We will now turn it over to Jason Few, FuelCell Energy's President and CEO, for some remarks, after which we invite you to ask questions you may have regarding the company and its business. As noted earlier, questions may be submitted via the Ask a Question tool on the broadcast for those attending or registered stockholders of FuelCell Energy.
Herb, thank you. Just a few comments before going to Q&A. FuelCell Energy is an energy delivery and emissions management manufacturing company. Our platform technologies decarbonize energy and industry and produce hydrogen. We deliver these valuable solutions to our customers with our two fuel cell platforms. Or stated another way, our value proposition for our customers and targeted customers is that our solutions sit at the intersection of commercial, industrial, and utilities that want to transition to lower carbon sources of power and decarbonization while also achieving energy security, resiliency, reliability, and affordability. There is a lot of energy and power and value delivered in each of our platform modules. Our boxes enable power, the production of molecules, and the capture of carbon for utilization or sequestration. This morning, on the carbon capture front, we announced exciting news concerning our expanded and extended development relationship with ExxonMobil.
We believe that carbon capture must be part of the solution to achieve global climate goals while continuing to advance societies around the world. We also remain focused on carbon capture as an opportunity for both utilization and sequestration. The most satisfying part of March for us had something to do with UConn but not basketball. We recently announced the one megawatt solid oxide platform transaction we closed with UConn. If you are a college basketball fan, you do know UConn knows how to win and pick winning platforms. We wish our hometown university the best of luck for the women's and men's team in the final four. The UConn platform win is important for several reasons, but I want to highlight one reason quickly.
Our Solid Oxide Fuel Cell operating in power generation mode significantly opens the aperture of opportunities we can pursue to deliver low carbon to zero carbon power now that we have a sub-megawatt platform. We are excited to have Solid Oxide Fuel Cells and Solid Oxide Electrolysis for hydrogen production to add to our ability to achieve our purpose of enabling a world powered by clean energy. We continue to make progress in Korea. We believe we are gaining momentum in the market and identifying and going after the opportunities we see across the Korean and broader Asian market. We look forward to providing additional updates on our next earnings call. Finally, we wish to acknowledge the results of the Advisory Say-on-Pay vote, our Proposal Number four.
We believe Glass Lewis' recommendation to support Say-on-Pay accurately reflects the three-year weighted average compensation of the company's NEOs and that our compensation remains near the median companies in the Glass Lewis peer group and their conclusion that the company maintains a reasonable pay program overall. ISS recommended for each of our proposals with the exception of Say-on-Pay. The biggest difference in the Glass Lewis and ISS analysis was the selection of the peer group companies. We believe the Glass Lewis peer group is more representative of our company. We've heard the feedback from you, our shareholders, and we intend to engage with shareholders on this topic and will consider that feedback in our Executive Compensation Program design going forward. With that, we'll turn it over to Q&A.
Thanks, Jason. So we have a couple of questions here, and why don't we pick up with one on that topic we just touched on, which is generally the approach of the company as it relates to the variability of compensation and having certain metrics such as sales revenue and EPS and stock performance drive it. So I guess a little insight in terms of the approach to the variability of compensation.
Yeah, so when you look at our compensation program, I first would start with maybe our philosophy. The philosophy of our program is to attract, develop, and retain top executive talent. It's to pay for performance. Three, a significant portion of pay is in the form of variable compensation directly to that point. So if you look at the CEO compensation, 89% of the CEO compensation is at risk. And for the other named executive officers, it's 72%. In addition to providing a lot of detail around that in our proxy, we also submitted a supplemental form on March 21st providing some more insight. And if you look at that, you will see very clearly that compensation or realized compensation is very tied to the actual performance of the company.
And so if you look at over the last three years, which is generally the period that the proxy advisor used, and if you look at actual realized compensation based on performance of the company, you'll see that our pay program is effectively designed and is tied to our sales results as well as how our shareholders experience performance of our stock over that same time horizon.
Great. Thank you for that. A next question is actually going to hit on another topic that came out today, which is the Exxon deal. Just maybe if you want to dimensionalize the importance of the Exxon deal as it relates to the total enterprise and all the other aspects that we're working on.
Yeah. Yeah, as I indicated, the Exxon announcement we made this morning is important because we believe that carbon capture will play an important role in the decarbonization opportunity across the world. So that's important. But it is just a part of our story. We have, as a company, as I talked about, we are an energy delivery, so we deliver power. And we manage emissions through things like carbon capture. But we also deliver things like hydrogen as part of the value proposition. So as we think about the overall energy transition, our relationship with Exxon is an important work that we're doing around carbon capture. But equally important are the things that we're doing in distributed power generation, distributed hydrogen, and ultimately long-duration energy storage and using hydrogen as that medium in which we'll deliver that ultimately deliver those kind of solutions to our targeted customers.
Thank you. All right, our next question is. It's phrased around the Toyota project and the Tri-gen platform. But generally, talk about sort of the adaptation of this maybe in the ports or other opportunities to use Tri-gen or even our electrolysis device and potentially whatever impact 45V may be having on the demand for that product.
Yeah, so we look at distributed hydrogen as a really important tool for us as a company to really pursue the energy transition opportunity. We think that the Toyota project represents a great example of being able to deploy a distributed hydrogen platform at the point of consumption, which also presented the opportunity to actually get that project implemented. So our time to power and time to hydrogen was much faster because of the distributed nature of the platform. As we look at hydrogen overall and the opportunity, we have two platforms in a way to deliver hydrogen. Tri-gen is one way in which we can deliver hydrogen as a solution to our customers. And then solid oxide electrolysis is the second.
Where we see the Tri-gen platform representing a significant opportunity are in those markets where you have higher energy prices, where water may be a constraint, which water is needed in the electrolysis scenario. So we think it gives us an opportunity to really meet a wide range of customer opportunities. So we think they both are important to our platform. With respect to 45V, we have seen that 45V has paused or slowed some of the market activity as everyone's waiting for the Treasury Department, at least as it relates to the U.S. market, to clarify how 45V is actually going to be implemented.
Great. Thanks, Jason. Our last question actually here is a bit of an open-ended one about updating on any current progress and a specific interest in the Ukraine pilot. Maybe you want to talk a little bit about what that's intended to do and its application of using electrolysis against nuclear.
Yeah. So as we discussed, we want an opportunity with the Department of State to deploy our solid oxide electrolysis platform for the production of hydrogen and ammonia integrated with a small modular nuclear reactor so that we can play an important role in helping Ukraine rebuild a very important part of their economy, which is farming or the production of grains. And obviously, fertilizer is a very important part of that. So we're excited to be part of that project and work with the U.S. State Department. And we look forward to having the opportunity to implement that program and demonstrate what we believe to be a superior solution for hydrogen production and integration with nuclear.
Yeah. And with that, we have no more questions. So I think we've come to the end of the meeting.
Thank you very much for your questions. This concludes the question and answer session for our annual meeting. We thank you again for your ownership and trust in FuelCell Energy and for taking the time to join us today. Have a good day. Thank you.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.