UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: June, 2025.
Commission File Number: 001-39789
Fusion Fuel Green PLC
(Translation of registrant’s name into English)
9 Pembroke Street Upper
Dublin D02 KR83
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Submission of Matters to a Vote of Security Holders
As previously reported in its Report on Form 6-K furnished with the U.S. Securities and Exchange Commission (the “SEC”) on June 4, 2025, the
annual general meeting of shareholder (the “Annual General Meeting”) of Fusion Fuel Green plc (the “Company”) was originally scheduled for 2:00 pm
(Dublin time) on June 25, 2025 at the offices of the Company’s counsel, Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland. At such time
and place, the Annual General Meeting was duly called to order and adjourned until 2:30 p.m. (Dublin time) at the same time and place to allow additional
time for the Company to obtain a quorum necessary for action to be taken at the AGM.
At 2:30 p.m. (Dublin time) on June 25, 2025, the Company held the Annual General Meeting. Under the Company’s constitution and Irish law, a
quorum was present at 3:00 pm (Dublin time). The items of business considered by the Company’s shareholders at the Annual General Meeting and a
final tabulation of votes cast for and against each proposal, as well as the number of abstentions with respect to each proposal, are set forth below:
1. To consolidate the Company’s Class A Ordinary Shares (with a nominal value of US $0.0001 per share) in the authorized but unissued and in
the authorized and issued share capital of the Company, at a ratio to be determined by the board of directors of the Company (the “Board” or the
“Directors”), provided that such consolidation shall be effected at a ratio of not fewer than every 4 Class A Ordinary Shares and not more than every 40
Class A Ordinary Shares being consolidated into 1 Class A Ordinary Share, with the final ratio and timing of implementation of the consolidation to be
determined by the Board (the “Share Consolidation”).
FOR
AGAINST
ABSTAIN
6,056,514
272,299
29,188
2. Subject to and immediately following the implementation of the Share Consolidation, to increase the Company’s authorized share capital by
such amount as is necessary to ensure that, following the Share Consolidation, the Company shall have 100,000,000 authorized Class A Ordinary
Shares, each with a nominal value that will reflect the final ratio applied by the Board in implementing the Share Consolidation (the “Authorised Share
Capital Increase”).
FOR
AGAINST
ABSTAIN
6,068,907
240,048
49,046
3. That the directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company to allot and issue relevant
securities (within the meaning of Section 1021 of the Companies Act 2014) up to an aggregate nominal amount of the authorised but unissued ordinary
share capital of the Company as exists immediately following implementation of the Authorised Share Capital Increase, and the authority conferred by
this resolution shall expire on June 25, 2030, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement
before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the
directors may allot and issue relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
FOR
AGAINST
ABSTAIN
6,072,604
239,308
46,089
4. To re-elect Frederico Figueira de Chaves as a Class I Director for a three-year term, who retires by rotation in accordance with Regulation 161
of the constitution of the Company and, being eligible, offers himself for re-election.
FOR
AGAINST
ABSTAIN
6,235,831
93,073
29,097
1
5. To re-elect John-Paul Backwell as a Class I Director for a three-year term, who retires by rotation in accordance with Regulation 161 of the
constitution of the Company and, being eligible, offers himself for re-election. Disapplication of Pre-emption Rights.
FOR
AGAINST
ABSTAIN
6,188,997
140,109
28,895
6. Conditional on Resolution 3, as a special resolution, to grant the Directors the authority to issue shares for cash without applying statutory pre-
emption rights, valid until 25 June 2030.
FOR
AGAINST
ABSTAIN
6,095,941
218,659
43,401
On June 25, 2025, the Company issued a press release announcing the results of the Annual General Meeting. A copy of the press release is furnished
as Exhibit 99.1 to this Report on Form 6-K.
Forward-Looking Statements
The press release attached as Exhibit 99.1 hereto and the statements contained therein include “forward-looking statements” within the meaning of
Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which
statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or
operating performance. In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,” “expects,”
“anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms,
or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating to
expectations about future results or events are based upon information available to the Company as of today’s date and are not guarantees of the future
performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s expectations and
beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual
results to differ materially from those projected, including, without limitation, the risks and uncertainties described under Item 3. “Key Information – D. Risk
Factors” and elsewhere in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 9,
2025 (the “Annual Report”), and other filings with the SEC. Should any of these risks or uncertainties materialize, or should the underlying assumptions
about the Company’s business and the commercial markets in which the Company operates prove incorrect, actual results may vary materially from
those described as anticipated, estimated or expected in the Annual Report. All subsequent written and oral forward-looking statements concerning the
Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary
statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or
circumstances that may arise after the date hereof, except as required by law.
Exhibit No.
Description
99.1
Press Release dated June 25, 2025
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Fusion Fuel Green PLC
(Registrant)
Date: June 25, 2025
/s/ John-Paul Backwell
John-Paul Backwell
Chief Executive Officer
3
Exhibit 99.1
Fusion Fuel Announces AGM Results: All Shareholder Proposals Approved
DUBLIN, June 25, 2025 (GLOBE NEWSWIRE) Fusion Fuel Green PLC (Nasdaq: HTOO) (“Fusion Fuel” or the “Company”), a leading provider of energy
engineering, advisory, and utility solutions, today announced that all shareholder proposals were approved at the general meeting of shareholders held
on June 25, 2025 (the “Annual General Meeting” or the “AGM”).
This fulfills the Nasdaq requirement, as part of the Company’s delisting notice, to hold an Annual General Meeting. In addition, shareholder approval of
the first proposal paves the way for a planned share consolidation (“Share Consolidation”) of the Company’s Class A Ordinary Shares (with a nominal
value of $0.0001 per share) (the “Class A Ordinary Shares”) intended to raise the share price of the Class A Ordinary Shares above Nasdaq’s $1.00
minimum bid price requirement and position the Company to resolve this outstanding item. The Company plans to share details on the Share
Consolidation and its timeline in the near future.
John-Paul Backwell, CEO of Fusion Fuel, commented: “The AGM and the approval of all items mark another important step toward closing legacy issues
and enabling management and the board of directors of the Company to focus on growth and delivering on the growth targets for the year. In particular,
we look forward to continuing the strong trajectory of Al Shola Gas, advancing BrightHy Solutions, and executing on promising acquisition opportunities.”
About Fusion Fuel Green PLC
Fusion Fuel Green PLC (NASDAQ: HTOO) is an emerging leader in the energy services sector, offering a comprehensive suite of energy supply,
distribution, and engineering and advisory solutions through its Al Shola Gas and BrightHy brands. Al Shola Gas provides full-service industrial gas
solutions, including the design, supply, and maintenance of liquefied petroleum gas (LPG) systems, as well as the transport and distribution of LPG to a
broad range of customers across commercial, industrial, and residential sectors. BrightHy, the Company’s newly launched hydrogen solutions platform,
delivers innovative engineering and advisory services enabling decarbonization across hard-to-abate industries.
Forward-Looking Statements
This press release includes “forward-looking statements.” Forward-looking statements may be identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”,
“seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends
or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control,
that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Fusion Fuel has based these
forward-looking statements largely on its current expectations, which are based on assumptions as to future events that may not prove to be accurate,
and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Such forward-looking statements are subject to risks and
uncertainties, including without limitation, those set forth in Fusion Fuel’s Annual Report on Form 20-F for the year ended December 31, 2024, filed with
the Securities and Exchange Commission on May 9, 2025, which could cause actual results to differ from the forward-looking statements.
Investor Relations Contact
ir@fusion-fuel.eu
www.fusion-fuel.eu