SCHEDULE 14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under ?240.14a-12

FuelCell Energy, Inc.

(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the

amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:

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NOTICE OF SPECIAL MEETING & PROXY STATEMENT

DECEMBER 13, 2019--NEW YORK, NY

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DEAR FELLOW FUELCELL ENERGY STOCKHOLDER

JAMES H. ENGLAND CHAIRMAN OF THE BOARD November 6, 2019

On behalf of the Board of Directors of FuelCell Energy, Inc., our senior management team and all of our employees, we are pleased to invite you to a special meeting of stockholders (the "Special Meeting") to be held on Friday, December 13, 2019 at 10:00 a.m. Eastern Standard Time at the offices of Foley & Lardner LLP, 90 Park Avenue, 35th Floor, New York, New York 10016.

This past year has been one of deep reflection and change for FuelCell Energy. We have taken a hard look at the business and restructured our operations in a way that is intended to support our growth. We have reentered the European market and forged a strong relationship with one of the largest utilities in the world to promote and distribute our products. We have paid down our debt and re-focused on our core competencies to drive top-line revenue. We brought in a new Chief Executive Officer to lead us through this transformation and drive our profitability and sustainability goals.

While we have made substantial progress, there is still work to be done. We sincerely appreciate the support of our stockholders through this tumultuous time and we look forward to delivering on our shared vision of success. In order to continue the progress toward our long-term goals, we need your vote.

We will continue to evaluate ways in which we can improve our business and our governance and demonstrate our commitment to our stockholders. Our Board and management team remain committed to our core values. Thank you for your investment in FuelCell Energy, Inc.

Sincerely,

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DEAR FELLOW FUELCELL ENERGY STOCKHOLDER

JASON B. FEW PRESIDENT, CHIEF EXECUTIVE OFFICER, AND CHIEF COMMERCIAL OFFICER November 6, 2019

We are pleased to invite you to FuelCell Energy, Inc.'s Special Meeting of Stockholders to be held on Friday, December 13, 2019 at 10:00 a.m. Eastern Standard Time at the offices of Foley & Lardner LLP, 90 Park Avenue, 35th Floor, New York, New York 10016. This booklet includes the Notice of Special Meeting and the Proxy Statement. The Proxy Statement fully describes the business we will conduct at the Special Meeting and provides information about the Company that you should consider when voting your shares. Your vote is very important and we request that you vote your shares as promptly as possible. We encourage you to vote your shares by proxy even if you do not plan to attend the Special Meeting. The Board of Directors recommends the approval of the proposals being presented at the Special Meeting as being in the best interest of the Company and its stockholders.

Sincerely,

"YOUR VOTE IS VERY IMPORTANT. WE ENCOURAGE YOU TO VOTE YOUR SHARES BY PROXY EVEN IF YOU DO NOT " PLAN TO ATTEND THE SPECIAL MEETING.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

MEETING INFORMATION FRIDAY, DECEMBER 13, 2019 10:00 a.m. Eastern Standard Time Offices of Foley & Lardner LLP 90 Park Avenue, 35th Floor New York, NY 10016

ITEMS OF BUSINESS 1. To approve the amendment of the FuelCell Energy, Inc. Certificate of Incorporation, as amended, to increase the number of

authorized shares of common stock of FuelCell Energy, Inc. from 225,000,000 shares to 450,000,000 shares (the "Increase Authorized Shares Proposal"); 2. To authorize the Board of Directors of FuelCell Energy, Inc. to effect a reverse stock split (such authorization to expire on July 14, 2020) through an amendment to the FuelCell Energy, Inc. Certificate of Incorporation, as amended (the "Reverse Stock Split Proposal"); provided that, in the event that the Increase Authorized Shares Proposal is also approved, such reverse stock split and amendment, if implemented by the Board of Directors, will become effective after the effectiveness of the increase in authorized shares pursuant to the Increase Authorized Shares Proposal; 3. To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Increase Authorized Shares Proposal or the Reverse Stock Split Proposal (the "Adjournment Proposal"); and 4. To transact such other business as may properly come before the Special Meeting or any adjournment thereof.

RECORD DATE Holders of record of our common stock on November 1, 2019, the record date, are entitled to notice of, and to vote at, the Special Meeting.

MATERIALS TO REVIEW This booklet contains our Notice of Special Meeting and our Proxy Statement, which fully describes the business we will conduct at the Special Meeting.

PROXY VOTING It is important that your shares are represented and voted at the Special Meeting. Please vote your shares according to the instructions under "How to Vote" in the Proxy Summary.

ADMISSION TO THE SPECIAL MEETING To attend the Special Meeting, please follow the "Meeting Attendance" instructions in the Proxy Summary.

By Order of the Board of Directors,

JENNIFER D. ARASIMOWICZ Executive Vice President, General Counsel,

Chief Administrative Officer and Corporate Secretary November 6, 2019

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