Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 8, 2019, FuelCell Energy, Inc. (the “Company”) filed a Certificate of Amendment of the Certificate of Incorporation of the Company with the Secretary of State of Delaware (the “Certificate of Amendment”) to effect a 1-for-12 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), effective as of 5:00 p.m. Eastern Time on May 8, 2019.  The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 183,411,230 shares to approximately 15,284,269 shares, subject to adjustment for the payment of cash in lieu of fractional shares (as described below).  The Reverse Stock Split will not change the total number of shares of Common Stock or preferred stock authorized for issuance by the Company.  

As previously disclosed, the Company’s stockholders approved a Reverse Stock Split of the Common Stock at the annual meeting of stockholders on April 4, 2019, in a range of not less than three shares and not more than twelve shares into one share of Common Stock, with the exact ratio within such range to be determined by the Board of Directors of the Company (the “Board”).  The Board determined to effect the Reverse Stock Split at a ratio of 1-for-12, and approved the corresponding final form of the Certificate of Amendment.

The Reverse Stock Split will become effective as of 5:00 p.m. Eastern Time on May 8, 2019, at which time every twelve shares of the Company’s issued and outstanding Common Stock will be automatically converted into one issued and outstanding share of Common Stock, without any change in the par value per share.

No fractional shares will be issued as a result of the Reverse Stock Split.  Any holders of Common Stock who would otherwise be entitled to a fractional share will receive, in lieu thereof, a cash payment (without interest) in an amount equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Common Stock, as reported on The Nasdaq Global Market, as of May 8, 2019 (the date of filing of the Certificate of Amendment).

The Common Stock will begin trading on a reverse stock split-adjusted basis on The Nasdaq Global Market on May 9, 2019. The trading symbol for the Common Stock will remain “FCEL.”  The new CUSIP number for the Common Stock following the Reverse Stock Split is 35952H 601.

With respect to each of the FuelCell Energy, Inc. 2006 Equity Incentive Plan, the FuelCell Energy, Inc. Amended and Restated 2010 Equity Incentive Plan, and the FuelCell Energy, Inc. 2018 Omnibus Incentive Plan (each, an “Equity Incentive Plan,” and, collectively, the “Equity Incentive Plans”), equitable adjustments will be made in connection with the Reverse Stock Split to: (i) the number of shares in respect of which awards may be made under the Equity Incentive Plans; (ii) the number of shares subject to outstanding awards under the Equity Incentive Plans; and (iii) the award, exercise or conversion price with respect to any of the foregoing, in a manner consistent with the terms of the Equity Incentive Plans.  More specifically, the per share exercise price of all outstanding option awards will be increased proportionately and the number of shares of Common Stock issuable upon the exercise of all outstanding option awards and the vesting of all unvested restricted stock will be reduced proportionately.  These adjustments will result in approximately the same aggregate exercise price being required to be paid for all outstanding option awards upon exercise, although the aggregate number of shares issuable upon exercise of such option awards will be reduced proportionately following the Reverse Stock Split.  If the equitable adjustments described in clause (ii) above result in an award being subject to a fractional share, such fractional share will be cancelled on the effective date of the Reverse Stock Split for no consideration.

In addition, with respect to the FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan (the “ESPP”), proportionate adjustments will be made in connection with the Reverse Stock Split to: (i) the total number of shares available for purchase under the ESPP, in accordance with the terms of the ESPP; (ii) with respect to each option outstanding under the ESPP at the effective time of the Reverse Stock Split, the option exercise price, in accordance with the terms of the ESPP; and (iii) the per-offering limit on the number of shares that may be purchased, as provided in Section 5 of the ESPP.

Finally, adjustments required in connection with the Reverse Stock Split will be made with respect to any other equity-based plans or any equity-based provisions in any agreements that are linked to shares of Common Stock, including, but not limited to, adjustments to conversion prices, conversion rates, exercise prices, and exchange prices (as applicable) under: (i) the Amended Certificate of Designation of 5% Series B Cumulative Convertible Perpetual Preferred Stock of the Company; (ii) the Certificate of

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Designations, Preferences and Rights of the Series C Convertible Preferred Stock of the Company; (iii) the Certificate of Designations, Preferen ces and Rights of the Series D Convertible Preferred Stock of the Company; (iv) the Series C Warrants to Purchase Common Stock issued by the Company in May 2017; and (v) the Articles of Amendment (and related documents) of FCE FuelCell Energy Ltd. with res pect to its Class A Cumulative Redeemable Exchangeable Preferred Shares.