Good afternoon, ladies and gentlemen. Welcome to the 2026 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. Here with me today is Jason Few, who is our President and Chief Executive Officer, as well as other members of your board. The other FuelCell Energy officers in attendance are Mike Bishop, Executive Vice President, Chief Financial Officer, and Treasurer, and Amanda Schreiber, Executive Vice President, General Counsel, and Corporate Secretary. Also in attendance are Liubov Volkova, Director of Investor Relations and Corporate Sustainability, and Leticia Licosa, Senior Analyst, Equity Plans, Governance, and Treasury.
We are pleased to hold this annual meeting virtually to allow for greater participation by our stockholders. Also attending this meeting are Rod Wilson and Paul Stubbs of KPMG LLP, an 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. Amanda Schreiber 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, 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 the question will be read without naming the person or institution unless otherwise instructed as part of the submission.
As corporate secretary of the company, I have an affidavit of distribution from Broadridge Financial Solutions certifying as to the mailing to stockholders of record as of February 11th, 2026, of the Notice of Internet Availability of Proxy Materials and/or the Notice of Annual Meeting Proxy Statement and 2025 Annual Report, which Broadridge commenced distributing to stockholders on February 18th, 2026. This affidavit of distribution will be filed with the minutes of meeting. I also note that the list of holders of record of common stock of the company at the close of business on February 11th, 2026, was available for inspection by the company stockholders prior to the meeting date. A copy of the list of stockholders will be filed in the records of the company.
Mr. Chairman o f the 52,947,032 shares of common stock outstanding and entitled to vote as of February 11, 2026, the record date for this annual meeting, at least 26,917,005 shares are represented at this meeting by proxy or in person via 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 any such business as may properly come before it.
It is approximately 1:00 P.M. Eastern time on April 2nd, 2026, 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 a 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 2026 proxy statement to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Two, to approve on a non-binding advisory basis compensation of FuelCell Energy, Inc.'s named executive officers as set forth in the Executive Compensation section of the company's 2026 proxy statement. Three, to ratify the selection of KPMG LLP as FuelCell Energy, Inc.'s independent registered public accounting firm for the fiscal year ending October 31st, 2026. Four, to approve the amendment and restatement of the FuelCell Energy, Inc. Fifth Amended and Restated 2018 Omnibus Incentive Plan. Five, to approve the amendment and restatement of the FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan as amended and restated.
Polls are about to close, so if you have not yet voted, please do so. Because all stockholders have been provided with 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, Natica von Althann, Cynthia Hansen, Jonathan Wilson, Betsy Bingham, Matthew Hilzinger, Tyrone Michael Jordan, and Jason Few, have 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, Inc.'s named executive officers as set forth in the Executive Compensation section of the Company's 2026 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, 2026, 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 the FuelCell Energy, Inc.
Fifth 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. Five the proposal to approve the amendment and restatement of the FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan, as amended and restated, 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, one, each of James England, Natica von Althann, Cynthia Hansen, Jonathan Wilson, Betsy Bingham, Matthew S. Hilzinger, Tyrone Michael Jordan, and Jason Few is elected as director to serve until the 2027 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, Inc.'s named executive officers as set forth in the Executive Compensation section of the Company's 2026 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, 2026, is approved. Four, the proposal to approve the amendment and restatement of the FuelCell Energy, Inc. Fifth Amended and Restated 2018 Omnibus Incentive Plan has been approved. Five, the proposal to approve the amendment and restatement of the FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan as amended and restated has 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 who are registered stockholders of FuelCell Energy.
The world is entering a new phase of electrification driven by AI, digital infrastructure, and industrial decarbonization. These systems require something the traditional grid struggles to provide, massive power density, continuous reliability, speed to deployment, millisecond swings in load demand. At FuelCell Energy, we are focused on solving exactly that challenge. We build infrastructure-grade power platforms designed to support mission-critical operations, data centers, commercial and industrial facilities, and resilient grid infrastructure. Our technology delivers continuous, scalable, low-emission, near-silent power directly where it is needed. Our distributed on-site power blocks make it clear customers are bringing their own power. Increasingly, customers are recognizing that distributed power generation is becoming a strategic advantage, not just an energy solution. FuelCell Energy is an American clean energy company focused on continuous power generation. We have deployed hundreds of megawatts globally, operating systems for utilities, municipalities, commercial, and industrial customers.
Our carbonate fuel cell platform is designed for 24/7 baseload power, grid resilience, distributed generation, and importantly, we have deep intellectual property, decades of operating experience, and a U.S.-based supply chain and manufacturing footprint. That combination positions us well as the market begins demanding reliable power infrastructure outside of the traditional grid model. Today, our company is focused on three priorities. First, commercial execution. We are seeing strong global momentum. Our pipeline includes gigawatts of proposals across data centers, utilities, digital infrastructure, commercial, and industrial. Demand for behind-the-meter generation continues to accelerate as grid constraints grow and the need to have pricing certainty and reliability grows. Second, operational scale. We are expanding manufacturing at our Torrington facility. This expansion will allow us to increase production capacity by up to three times. Our supply chain is predominantly U.S.-based, which positions us well in the current policy environment.
We know how to rapidly expand outside of our existing manufacturing footprint through distributed final assembly and conditioning facilities. Third, financial discipline. We ended the quarter with nearly $380 million in total cash. We have taken significant actions to reduce structural overhead and focus on our most scalable platform. The goal is straightforward: scale the business, grow top-line revenue while expanding margins and improving capital efficiency. At the center of everything we do is our Carbonate Fuel Cell platform. These systems are designed to deliver highly efficient power generation, fuel flexibility, very low emissions, modular scalability. They can operate on natural gas, biogas, hydrogen blends, and other syngases. Importantly, the system also produces useful thermal energy that can be used for steam, heating, chilled water, absorption chilling. This significantly increases overall system efficiency.
Power availability is increasingly limiting the pace of AI and data center expansion. To enable faster deployment in grid-constrained markets, we introduce standardized packaged 12.5 MW power blocks. By packaging 10 proven 1.25 MW modules into a standard 12.5 MW block, FuelCell Energy reduces site-specific engineering and permitting work, reduces integration risk, speeds deployment, improves reliability for large multi-phase builds. Our technology solves several structural problems facing modern energy infrastructure. First, speed to power. Data centers often face multi-year grid interconnection delays. Our systems can be deployed on-site, enabling projects to move forward today. Second, scalability. Our architecture uses modular building blocks. Customers can deploy power incrementally as their computing demand grows. Third, community compatibility. Near-silent operations, minimal carbon emissions, small land footprint. These factors dramatically reduce permitting friction. Fourth, energy efficiency.
Combined heat and power capability can reach up to 80% total efficiency. Thermal integration allows operators to increase computing density while reducing energy waste. The macro environment is strongly supporting our growth. Several trends are driving demand, explosive growth in AI and cloud computing, long utility interconnection timelines, scarcity of powered land, increasing environmental constraints. These factors are pushing data center developers to look for reliable on-site power solutions. As a result, our pipeline expanded 275% year-over-year. In the first quarter alone, we delivered more than 1.5 GW of pricing proposals. Importantly, over 80% of our pipeline is now tied to digital infrastructure and data centers. To accelerate deployment, we are partnering with Sustainable Development Capital. SDCL is a global developer and investor focused on decentralized energy infrastructure.
Together, we are targeting up to 450 MW of projects focused on data center applications. This collaboration brings together Gilso Energy's technology and operating platform and SDCL's financing and infrastructure development expertise. The objective is simple: deploy distributed power solutions at scale for the digital economy. South Korea continues to be an important market for us. We have long-standing operating assets there and strong relationships with local partners. Recently, we signed an MOU with Inuverse to explore deploying up to 100 MW of power for the AI Daegu Data Center project. This reflects the same trend we are seeing globally. Rapid growth in computing demand paired with the need for reliable distributed power.
Dedicated Power Partners, we also formed a joint venture platform with Diversified Energy called Dedicated Power Partners. A platform focused on delivering power and land solutions for data centers. The goal is to combine natural gas supply, distributed power generation, fiber connectivity, site development into a single integrated offering. This allows developers to deploy large-scale computing infrastructure much faster than traditional approaches. To support this opportunity, we are scaling our manufacturing capabilities. Our Torrington facility is expanding toward 350 MW of annual capacity, and over time, we see a path toward gigawatt-scale manufacturing through automation, supply chain optimization, global assembly, and conditioning capabilities. Importantly, we have done this before in international markets. Our model allows us to replicate manufacturing capacity efficiently as demand grows. In addition to power generation, our technology also enables carbon capture applications. It is built in providing regulatory resiliency.
Unlike traditional capture systems, our carbonate fuel cell captures CO2 as part of an electrochemical process. This allows carbon capture without requiring a separate power source. Later this year, we will ship two carbon capture modules to Rotterdam, where they will be integrated into an industrial pilot project. This opens another significant opportunity for us in large industrial emissions reduction. To summarize, the world is entering an era where electric power infrastructure becomes a strategic asset. Distributed fuel cell power, GPUs, and AI will enable digital intelligence. AI, digital infrastructure, and electrification are driving unprecedented demand. FuelCell Energy is positioned to address this with continuous distributed power, AI-ready DC architecture, technology that improves PUE, scalable manufacturing, strong financial discipline. Our value proposition rests on five fundamentals. Accelerated time to power.
We design our solutions to power up sites quickly, giving customers reliable energy and enabling revenue generation in a much shorter timeframe. Infrastructure-grade scalability. Our technology allows seamless growth from initial megawatt-scale projects to hundreds of megawatts, ensuring infrastructure-grade reliability, capital preservation, and regulatory resilience. Flexible phased capital deployment means customers invest as they grow, minimizing risk. Our ultra-low emissions profile reduces permitting hurdles, making regulatory navigation easier. AI-native architecture. DC-native power backbone aligns perfectly with the requirements of AI and high-density compute workloads, eliminating inefficient AC to DC conversions. Revenue and return acceleration. We are able to deliver faster returns by providing rapid time to power, greater usable capacity, and flexible capital deployment without relying on grid timing. Our pipeline is growing rapidly, our collaborations are expanding, and we are focused on executing against the opportunity ahead.
We believe distributed power will play a critical role in the next generation of global infrastructure, and FuelCell Energy intends to be a leader in that transition. Thank you for your time today. We will now begin the question and answer session for our 2026 annual meeting.
Thank you for attending today. This concludes the question and answer session for the 2026 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.