FuelCell Energy, Inc. (FCEL)
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EGM 2025

Apr 17, 2025

Jason Few
CEO, FuelCell Energy

Good afternoon, ladies and gentlemen. Welcome to the 2025 Annual Meeting of Stockholders of FuelCell Energy. My name is Jason Few, and I am the Chief Executive Officer and President of FuelCell Energy and a Director. I will serve as Chairman of this Annual Meeting of Stockholders. We appreciate your attendance, your interest, and most importantly, your investment in and support of FuelCell Energy. With us today is Cynthia Hansen, a member of our Board of Directors. The FuelCell Energy Officers in attendance are Mike Bishop, Executive Vice President and Chief Financial Officer and Treasurer, and Josh Stolzer, Executive Vice President, General Counsel, and Corporate Secretary. We are pleased to hold this Annual Meeting virtually to allow for greater participation by our stockholders. Also attending this meeting are Rob Wilson and Paul Stubbs of KPMG LLP, our independent registered public accounting firm.

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. Josh Stolzer will serve as Secretary of this meeting. Tessa McKinnon of Equiniti Trust Company will serve as the Inspector of Elections for this meeting. Ms. McKinnon 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, on your proxy card, or in 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 the questions will be read without naming the person or institution unless otherwise instructed as part of the submission.

Josh Dolzer
EVP, FuelCell Energy

Thank you, Mr. Chair. As Corporate Secretary of the company, I have an affidavit of mailing from Broadridge Financial Solutions certifying us of the giving of notice of this meeting and the mailing to stockholders of record as of February 12, 2025, the notice of internet availability of proxy materials which Broadridge commenced distributing to stockholders on February 21, 2025. Mr. Chairman, of the 21,143,772 shares of common stock outstanding and entitled to vote on February 12, 2025, the record date for this Annual Meeting, at least 8,995,695 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 the meeting to be duly convened for the purpose of transacting any such business as may properly come before it.

Jason Few
CEO, FuelCell Energy

It is approximately 1:00 P.M. Eastern Time on April 17, 2025, 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, to elect each of the eight directors named in the company's 2025 proxy statement to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Two, to approve on a non-binding advisory basis the compensation of FuelCell Energy's named executive officers as set forth in the executive compensation section of the company's 2025 proxy statement. Three, to ratify the selection of KPMG LLP as FuelCell Energy's independent registered public accounting firm for the fiscal year ending October 31, 2025, and to approve the amendment and restatement of FuelCell Energy's Fourth Amended and Restated 2018 Omnibus Incentive Plan.

Josh Dolzer
EVP, FuelCell Energy

Thank you, Mr. Chairman. 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 report 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, Nateeka Vaughn Allison, Cynthia Hansen, Donna Sims Wilson, Betsy Bingham, Matthew F. Hilzinger, Tyrone Michael Jordan, and Jason Few 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 approve on a non-binding advisory basis the compensation of FuelCell Energy's named executive officers as set forth in the executive compensation section of the company's 2025 proxy statement 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. Three, 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, 2025, 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. Four, the proposal to approve the amendment and restatement of FuelCell Energy.

Fourth Amended and Restated 2018 Omnibus Incentive 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. Accordingly, I declare that each of James H. England, Nateeka Vaughn Allison, Cynthia Hansen, Donnas Syms Wilson, Betsy Bingham, Matthew F.

Hilzinger, Tarun Michael Jordan, and Jason Few is elected as a Director to serve until the 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. Two, the proposal to approve on a non-binding advisory basis the compensation of FuelCell Energy's named executive officers as set forth in the executive compensation section of the company's 2025 proxy statement has been approved. Three, 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, 2025, is approved. Four, the proposal to approve the amendment and restatement of the FuelCell Energy Fourth Amended and Restated 2018 Omnibus Incentive Plan has been approved.

Jason Few
CEO, FuelCell Energy

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. I will now provide 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 who are registered stockholders of FuelCell Energy. Just to provide you a snapshot on the company, at the core of what we do, we deliver clean baseload energy, and we reduce emissions. We do that across two platforms focused on applications where we have a right to win. As a company, we have a very strong patent position. For over 22 years, our technology has operated and been proven at large scale.

We've generated over 16 million megawatt-hours of electricity for our customers, and we operate globally across the U.S., Europe, and Asia. Our powerhouse business strategy has been modified to have three pillars around focus, scale, and innovate. On focus, it's all about optimizing our core business, taking cost out of our business, and continuing to accelerate our proven technologies. On the scale side, we're investing in commercialization, and we're expanding geographically. On innovate, which has always been core to our company, we'll continue product innovation, including the work that we're doing on carbon capture and carbon recovery. As a company, we think that our diverse product line and our ability to use a diverse range of fuels sets us up really well for the diverse energy mix where the importance of baseload is understood and valued. Let me provide more context on focus.

We are focused on four applications with clear differentiation supporting the right to win. For FuelCell Energy customers, this translates to future-ready power now, a lasting pathway regardless of the global policy agenda. The four areas of focus for us are data centers, distributed solutions around carbon, leveraging biofuels, exploiting the diversity of our fuel mix capabilities, and conventional or traditional commercial and industrial customers for distributed power generation applications. In the future, we believe our joint development work with Exxon on carbon capture represents another growth platform for our molten carbonate technology as the only platform that can produce power and hydrogen while simultaneously capturing carbon at the direct source of emission. The result we believe will be the lowest cost of capture for sequestration and/or utilization of CO2 for e-fuels to food production. I want to provide additional insight on data centers as well.

We recently announced a collaboration with Diversified Energy and Tessiac. We expect that this relationship will allow us to provide on-site continuous and scalable power while removing some of the biggest constraints around interconnection, whether that be fuel or connection to the grid. We expect these projects, once signed up, that we'll be able to deliver the technology and achieve COD in 18-24 months. We've got the arrangement set up through this partnership to provide financing or capital structures needed to support these opportunities and our power platform for fuel cells, which drastically reduces the future carbon footprint for these large data centers or hyperscalers. We really are excited about what this partnership brings for our prospective customers. To look a little bit more at this partnership, Diversified Energy brings natural gas and coal-mined methane to this partnership.

We bring power generation to this partnership and the ability and proven capabilities around delivering large-scale microgrid applications to these customers. You can think about this almost as close to a data center in a box as you can get. We just need to add GPUs. We think by having this partnership, we eliminate the time to power, or as we like to think about it, we accelerate those customers' time to revenue. We think that this is a partnership model that will play very well in the data center market opportunity as we continue to move forward. I want to thank you all for just being here on the call today and listening a little bit more about the company and where we're focused.

Josh Dolzer
EVP, FuelCell Energy

That concludes our prepared remarks for today. There are no questions in the question queue. That is the conclusion of the meeting. Mr. Chairman, if you'd like to say a few final words.

Jason Few
CEO, FuelCell Energy

Sure. As Josh said, this concludes the question and answer session for our 2025 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.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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