With a clear focus on our purpose, commitment to executing on the growth levers of our strategic plan and the financial resources to make prudent investments in our business, we believe we are on the pathway to growth. Our diverse and talented management team shares a history of innovation and leadership in technology that moves us closer to the promise of a clean energy future and nearer to achieving our mission of making reliable, resilient and lower cost power available to all.

Strong Market Opportunity for Microgrids As Power Outages Continue to Rise

California’s Public Safety Power Shutoffs (PSPS), which are planned power outages with the objective of reducing wildfires and improving public safety, have become the “new normal” for local companies and communities. It has been projected that the state’s utilities will continue to de-energize their power lines for the next ten years, or longer. The duration of these outages is long, with the average of nearly two full days (from October 2017 to present day). Additionally, the service territories that are designated as “high fire threat areas” are expected to expand as fire risk worsens over time.

To help our customers on the West Coast prepare for future wildfire seasons, we launched a new Quick-Deploy Microgrid Program for PSPS Readiness, which provides permanent AlwaysON Microgrids for their facilities. This program will enable customers to deploy a resilient microgrid infrastructure prior to the anticipated start of the 2020 wildfire season, as well as receive clean electricity at a predictable cost to mitigate the impact of utility rate increases.

We are also increasingly deploying our AlwaysON Microgrid technology on the East Coast, where there has been an increase in grid events as well. For example, our microgrids helped keep Home Depot stores open during the heat wave and storm in July 2019 that led to numerous power outages and plunged hundreds of thousands of New York and New Jersey electricity customers into darkness. We also announced an agreement with II-VI Incorporated to install a new microgrid at its Warren, New Jersey manufacturing facility and recently announced that we will be powering 40 Stop & Shop grocery stores with our AlwaysON Microgrid configuration in Massachusetts and New York, ensuring that their stores can better serve their local communities when needed most, such as during severe weather or winter storms.

Building Ships Powered by Solid Oxide Fuel Cells

Today, 80 percent of the world’s shipping fleet runs on heavy fuel oil, or bunker fuel. Replacing combustion-based power generation from bunker oil with electrochemical conversion of liquid natural gas (LNG) through fuel cells could have a profound impact on carbon emissions from marine transportation. As nations and ports develop their hydrogen infrastructure, fuel cell-powered ships could transition from natural gas fuel to hydrogen fuel and become zero-carbon and zero-smog emitters.

In September 2019, we announced a collaboration with Samsung Heavy Industries (SHI), a part of Samsung Group, to design and develop ships powered by Bloom Energy’s solid oxide fuel cell technology. Bloom Energy and SHI estimate that replacing oil-based power generation on large cargo ships, which require up to 100 megawatts of power per ship, could reduce annual greenhouse gas emissions from shipping by 45 percent. The modularity of Bloom Energy Servers makes them well suited to the space constraints of ships and SHI envisions Bloom Energy Servers displacing existing power generation sets, and therefore requiring no additional space, or even reducing the total space required for power generation.

New Collaboration to Turn Dairy Waste into Clean Energy in California

This year, we announced that we are working with California Bioenergy LLC (CalBio) to deploy a commercial solution for the conversion of dairy waste into renewable electricity. CalBio’s dairy digester technology combined with our solid oxide fuel cell technology will deliver an end-to-end solution for the capture of methane from cow manure to the generation of renewable electricity, which has been designed to power electric vehicles throughout the state.

Today, most California dairies are making plans to install digesters to capture biogas from their cow manure and are looking for a cleaner way to utilize this fuel. Biogas captured from cow manure contains approximately 65 percent methane, which has a 25 times greater impact on global warming than CO2 emissions, but is also a useful, renewable fuel.

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There is an estimated 320 MW of economically viable dairy biogas in California. With significant deployments of dairy digesters occurring throughout the California dairy industry, there is need for an on-site power generation solution that uses the captured biogas to generate renewable electricity without combustion.

Bloom Refurbishes Ventilators to Help Combat COVID-19

In response to the COVID-19 pandemic and as the U.S. faced a critical shortage of ventilators, Bloom exercised its expertise and capabilities to begin refurbishing some of the thousands of out-of-service ventilators available in the U.S. Working with state agencies and customers – many of which are hospitals and medical device companies – to identify supplies of unused, out-of-service ventilators, Bloom repurposed some of its facilities in California and Delaware to refurbish the units to help COVID-19 patients experiencing critical respiratory failure.

SustainabilityESG at Bloom

Introduction

Sustainability is a core valueThe health and well-being of our organization. It sits at the center ofpeople, our product’s value proposition,communities and extends into all aspects of our manufacturingplanet matter greatly to Bloom. While our commitment is firmly established, our formal processes, strategies and operations.governance concerning Environmental, Social and Governance (“ESG”) matters are in their early stages. We are actively engaged in a dialogue with investors around their interest in corporate responsibility and sustainability, including discussions concerning ESG performance.

We seekcontinue to minimizereview and update our environmental footprint with research and development designed to extend system operating life, while reducing consumption of new material in our Energy Servers. We’ve built recycling programs, which recover components for re-use at end-of-life,governance practices and have, dedicated facilitiesfor example, updated our Corporate Governance Guidelines to reflect our interest in candidates who express diversity across demographics such as gender, race, ethnic and national background, geography, age and sexual orientation. Further, in April 2021, we plan to publish our manufacturing locations in Delaware and California to inspect and dismantle components removed during scheduled maintenance. We have an audit program to identify opportunities for improvement with suppliers and also work to reduce packaging and minimize landfilledfirst Sustainability Report, which will be available on our website at www.bloomenergy.com. Please note that our 2021 Sustainability Report is not a part of our proxy solicitation materials.

In operation, Bloom’s Energy Servers uniquely address both the causesESG Management and consequences of climate change. Our projects lower carbon emissions by displacing less efficient grid alternatives. We improve air quality, often in vulnerable communities, by generating electricity without combustion, and our microgrid deployments provide critical resilience from grid instability, driven increasingly by climate-related extreme weather events. Our products achieve this all while using no water during operation and at very high power density, which optimizes land use.

SASBStandardOversight

We striveare evolving both Board oversight and management processes to providemore fully and formally incorporate ESG data and analysis into our stockholdersstrategy development, risk management and operations. Our sustainability governance structure involves numerous participants engaging in information-sharing and decision-making, capitalizing on the depth and breadth of expertise throughout Bloom.

Board Oversight of ESG

The Board, as a whole and through its committees, oversees our strategy, ESG efforts and risk management processes. All Board committees have active oversight of one or more key ESG components. In 2020, the Board delegated to the Nominating, Governance & Public Policy Committee (the “Nominating Committee”) oversight of sustainability matters, including climate-related risks and opportunities, in recognition of the importance of ESG matters to our business. The Audit Committee, with importantits oversight of risk management processes and financial matters, and the Compensation Committee, which oversees human capital matters, shares relevant information aboutand analysis with the Nominating Committee. Information and analysis from each of the committees are taken into account by the full Board in considering and providing guidance on our sustainability-related governancestrategy and performance. In an effort to provide comparable information, we have begun using the Sustainability Accounting Standards Board (SASB) Sustainable Industry Classification System (SAIC) Standardobjectives for the Fuel Cell industryshort-, medium- and long-term, including on climate and other sustainability-related strategy and objectives. Management provides the Nominating Committee with background on emerging ESG trends, relevant disclosure standards, and the importance of ESG management to guidethe business.

Executive Leadership, Management Governance Structure and ESG Strategy

Our CEO is responsible for approving our disclosure. Additionally, we’ve chosen to augmentESG goals and strategies based on the recommended reporting categoriesBoard’s guidance and directives, and for overseeing the execution of those strategies. Our senior-level executives are responsible for assisting the CEO in formulating our strategies and setting our priorities and objectives based on information and analysis from the Fuel Cell Industry Standard with disclosure across categoriesmanagement in each functional area. Our executive leadership team, which includes all of the SASB impact reporting framework. We have presented information regarding certainmembers of these categories below.

Environment

Greenhouse Gas (GHG) Emissions

We report our greenhouse gas emissions utilizing the operational control boundary per the World Resource Institute’s GHG Protocol. We sell equipment in the US under several deal structures, oftenESG Committee, meets weekly with the involvement of a third party investor, but in all instances Bloom maintains operational controlCEO to engage around various risk management areas of the Energy Servers in the field. Emissions from the operationsbusiness. Through these formal and informal processes of manufactured products would oftenexecutive interactions, risks and opportunities can be Scope 3 to the manufacturer, but we have chosen the operational control boundary as the most transparent GHG accounting method, which ensures emissions responsibility is not shifted to financial institutions that might be less familiar with emissions accounting from their investment portfolios.

We have reported absolute Scope 1 emissions above, but each Bloom deployment also generates an implied carbon reduction as well. Establishing Bloom’s climate impact requires a comparison between its absolute emissionscontinuously raised, evaluated and the emissions from displaced alternatives. When a new, efficient distributed energy resource, such as Bloom Energy Server, is brought online, it reduces the amount of power required from energy sources that generate “on the margin” – meaning those units that are operating to meet the last unit of energy demand. Since Bloom’s carbon intensity is typically lower than the displaced (generally fossil powered) alternatives, the net impact is measurable emissions reductions.factored into ongoing strategy development.

In response2020, we formalized senior executive involvement related to climate and environmental, health and safety matters with the interest in Bloom’s emission impact inestablishment of a carbon constrained world, we publishednew management-level ESG Committee, which is intended to be our central source for ESG risk identification, data analysis and policy, program and strategy formulation. The ESG Committee provides a technical note onplatform for our leadership to understand, staff, resource and manage ESG-related risks and opportunities. The ESG Committee is comprised of the topic in Q4 2019. The note, titled How Bloom Reduces Emissions, highlighted approximately 2.33 million metric tonnessenior-most leaders of CO2 reduction globally since we began scaled commercial deployment in 2011 through 2019, equivalent to 18,900 acreseach of forest preservation or taking nearly one half of one million cars off the road for a year since 2011.

Air Qualityour functional areas, and its initial responsibilities include:

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100% Reduction vs. Grid
2019 Domestic SO2 Reduction

Based on comparison to EPA eGRID non-baseload emissions rates inclusive of line losses as a proxy for marginal emissions

The California Air Resources Board has certified Bloom Energy Servers asBelow is a Distributed Generation Technology due to their air quality emissions profile. This distinction is given to only the cleanest electricity generation technologies in California. As a partgraphical illustration of Bloom’s certification process with the California Air Resources Board to become a Distributed Generation technology, Bloom went through third-party validated testing of its ES5 Systems to determine that its criteria pollutant emissions were below the certified limits.our ESG management and oversight structure.

Bloom creates air quality benefit in the same way we create emissions benefit, through the displacement of fossil combustion power generators on the margin. In the How Bloom Reduces Emissions technical note, we modeled substantial fleet level historical criteria pollutant reductions (since we began scaled commercial deployment in 2011), including 5.05 million pounds of sulfur oxides (SOx), and 8.9 million lbs. of nitrogen oxides (NOx), equivalent to preventing approximately 5,200 lost work days and more than 30,000 days of restricted activity due to illness.

The health and environmental impacts of combustion related pollutants are both very significant and readily quantifiable. Calculations of the economic and health benefits associated with reducing particulate emissions have been found to exceed the economic and health benefits of reducing carbon emissions on a per ton basis.

Water & Wastewater Management

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Compared to U.S. thermo-electric power generation (excluding hydro) citied by the U.S. Geological Survey

Bloom systems withdraw water only during start-up and if the system trips and needs to restart. Otherwise Energy Servers require no water to be used during operation. Conversely, thermal power plants require significant amounts of water for cooling. In fact, the number one use of water in the U.S. is for cooling power plants. To produce one megawatt per hour for a year, thermoelectric power generation for the U.S. grid withdraws approximately 156 million gallons of water more than our platform. Since 2011, Bloom has saved 202 billion gallons of water, equal to more than 300,000 Olympic swimming pools.Our Employees

Approximately 60 percent of Bloom Energy Servers are deployed in California, where water stress is particularly acute. Increasingly lighter snowpack combined with California’s natural climate vulnerability will continue to stress water supply in a warming climate. Rising temperatures will increase demand for irrigation, placing a significant premium on reduced water consumption for industrial applications. Bloom’s Energy Servers avoid substantial water consumption from the industrial sectorPromoting Diversity, Equity and can benefit local watersheds and avoid thermal pollution into critical water sources.Inclusion

Business Model Innovation

2019 Average energy efficiency of fuel cells as thermal efficiency, by product applicationSince our inception, we have supported diversity, equity and technology type

Product Efficiency

Bloom’s Remote Monitoring and Control Center (RMCC) in San Jose monitorsinclusion. From our global installed fleet of Energy Servers and continuously gathers and analyzes operating data down to the individual stack level to evaluate health and optimize performance. For each Power Module (PM), we monitor 1,200 variables for a 300 kW Energy Server. We also have a mirror site in Mumbai, India, that provides both redundancy and resiliency of our RMCC operations as well as 24/7 hour coverage of our fleet.

Our fuel cells have a lifecycle similar to that of an aircraft engine. They start their lives as newly manufactured stacks in a Power Module and are installed at a customer site. They generate power for a certain period of time and, at some point, our RMCC determines that the PMs need to be removed and refurbished. Once removed, the PMs are sent to our Repair and Overhaul Center, where we harvest the majority of the materials to refurbish the unit and return it to the field for continued generation of power.

We have published a more detailed technical note on stack life titled A Primer to Understanding Fuel Cell Power Module Life available on the Bloom website.

Product End of Life Management

Bloom Energy Servers are designed with full product life cycle sustainability in mind, and we maximize the reuse of components within our systems. End-of-life units are returnedvisionary CEO, KR Sridhar, to our manufacturing operation where components are refurbished and reused in the latest generationplant employees, a large percentage of our Energy Serverspopulation is from underrepresented communities. 44% of the Board is composed of ethnic minorities, including a female African-American member. 33% of our executive management team is composed of ethnic minorities and excess materials40% are recycled.women. We recognize that diverse leadership translates to a diversity of experiences, viewpoints and, ultimately, more informed decisions. Our mission of providing clean, reliable and affordable energy to everyone is achieved only when every voice is heard and valued.

As a function of an approximately 30,000 lb. Bloom Energy Server, the weight of components that go to the landfill without a recycling or refurbishment stream comprises approximately 510 lbs., or less than approximately 2 percent of the total server weight. Typical components that go directly to landfill without chance for refurbishment or recycling are sealants, adhesives, gaskets, filters, tape (electrical, ceramic), and certain plastics.

Materials Sourcing

Bloom is committed to the creation and maintenance of a responsible supply chain and, as a newly public company, plans to file its first conflict minerals report with the SEC in 2020. We are focused on preventing any irresponsible smelting or refining activity of 3TG materials (tantalum, tin, tungsten, and gold) in our supply chain. Moving forward, we are committed to evolving our conflict minerals program beyond compliance.

Additionally, we expect the Bloom employees who interact with suppliers to adhere to the standards set out in the Global Business Partner Standards, which include specific guidance on supplier related anti-corruption practices, diligence, documentation, and legal circumvention.

Human and Social Capital

Employee Health & Safety

Bloom’s management is fully committed to providing a safe working environment. We believe in the principle of ‘safety first’ and that all incidents are preventable. We foster an environment with ongoing integration of safety into all activities to eliminate illness and injuries. To achieve this, the Company has established well-defined safety, health and environmental policies and procedures and ongoing training. We focus on prevention programs and driving continuous improvement via Design for Safety initiatives during development, interactive training programs with all employees, hands-on audits, employee engagement through monthly team meetings, and relentless focus on deep dive investigations ensuring that we learn and improve from incidents.

Employee Engagement, Diversity & Inclusion

The Company is focused on building an enduring, world-changing business, and is also committed to creating a world-class workforce. We are committed to full-spectrumcontinuing to foster the diversity inclusive of gender, ethnicity, race, sexual orientation, age, ability, veteran status, religion, culture, background,our workforce, and experiences.

Bloom Energy maintains an affirmative action programare actively developing programs and strategies to support this commitment. We recently initiated a Talent Acquisition Strategy, the goal of which is to identify and attract a slate of candidates from underrepresented groups through increasing investments in accordanceadvertising and outreach. We have established a University Program in which we partner with applicable laws, regulations, executive orders,university diversity groups including the Society of Women Engineers, Society of Hispanic Engineers and government directives. Bloom isNational Society of Black Engineers, to name a few. Additionally, we are partnering with several historically Black colleges and universities to hire interns and employees. We are committed to being a military-friendly employer and we were recognizedhave partnered with several veteran organizations and agencies to identify and hire talent. Currently, our veteran population represents 9.3% of our total U.S. employee population. Further, in recognition of our military hiring efforts, in 2018 withwe received the Pro Patria Award byfrom the Employer Support of the Guarded and Reserve (ESGR)(“ESGR”). This award recognizes employers who have demonstrated the greatest support to Guard and Reserve employees through their leadership and practices, and is the highest-level award that may be bestowed by an ESGR State Committee.

Community RelationsSupporting Employee Well-Being

BloomCompensation and Benefits

We provide our employees with robust total compensation packages that include competitive salaries, bonuses and opportunities for equity ownership. We review and enhance the benefits portion of the package periodically, seeking to improve our competitiveness across health and income replacement programs. For example, we recently introduced a new program to facilitate access to mental health care, in terms of cost and ease of access.

Employee Health and COVID-19 Safety Measures

We have been going above and beyond to protect employees during the COVID-19 pandemic. Employee safety is our top priority. Among other things, we are providing daily temperature checks and health checks at entrances; cloth or surgical masks to all workers; modified work areas to ensure social distancing; regular COVID-19 testing; frequent cleaning and disinfecting of all areas; closed or modified breakrooms to reduce risk of transmission; and state of the art air filtration systems that have been FDA-verified to kill the COVID-19 virus. We have also established rigorous quarantine protocols. As evidence of these efforts, our workplace positivity rate is far lower than those of the counties in which we operate.

Employee Safety and Training

Our management seeks to provide a safe working environment. We believe in the principle ‘safety first’ and that most incidents are preventable. We strive to foster an environment that integrates safety throughout our operations to reduce or eliminate illness and injuries among our workforce.

To support this, we have established well-defined safety, health and environmental policies and procedures and offer ongoing training. We have focused on supportingprevention programs and driving continuous improvement via ‘Design for Safety’ initiatives during product development, interactive training programs with all employees, hands-on audits, employee engagement through monthly team meetings, and relentless focus on deep-dive investigations ensuring we learn and improve from incidents that occur.

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Keeping Jobs Local - While Improving the vulnerable populations often impacted by centralized combustion power generation. Early collaborations with environmental justice groups are underway, and Bloom will continue to support community access to affordable, reliable, and resilient infrastructure.Communities in Which We Operate

Bloom’sOur technology has a global reach, but at our core, we are all about improving and expanding operations nationally and serving our local communities. In Delaware, where we have our Newark manufacturing facility, we invested $6.6 million last year alone to prepare for future growth. At the height of the pandemic, we added 57 new roles in Delaware, bringing the employee number to 397. We invested in the Newark community by building a training facility and entering into a partnership with the Delaware Office of Work-Based Learning at Delaware Tech to bolster workforce development.

Additionally, our products are providing clean energy solutions to the residents of Delaware and helping the state achieve new standards for clean energy. The Delaware Division of Energy Servers can formand Climate has put in place limits on the basisamount of resilient microgrids, whichharmful emissions generated by the local electricity industry. Utility companies like the Delmarva Power Plant, encouraged by the Renewable Energy Portfolio Standards Act (”REPSA”), have had to increase their renewable and alternative energy sources to power local communities. Our Newark manufacturing facility’s collaboration with the capability to separate themselves fromDelmarva Power Plant helps power thousands of homes with clean energy produced by fuel cells made by Delawareans.

Our fuel cell technology is helping the gridDelmarva Power Plant achieve reduced emissions and carry critical load during an outage,meet the frequency, duration and severityrequired 25% of which increase every year.alternative energy sources mandated by REPSA. We have deployedsucceeded in decreasing CO₂emissions by 50% and nearly eliminated smog-forming particulate emissions. More importantly, we are providing clean energy to more than 89 microgrids to date globally and our systems have powered our customers through 1,200 power outages since 2018. We have made community micogrids a priority, which will provide energy services to critical infrastructure during an emergency. They also prevent22,000 homes in the need for backup diesel generators, which emit both carbon and criteria pollutants into surrounding communities.state.

Access & AffordabilitySupporting Our Communities

Bloom’sOur mission is to make clean, reliable andpower affordable energy for everyone in the world. We are focused on scaling manufacturing capabilityworld because we know that allows our communities to be safe, prosperous, healthy and volumeresilient. Community impact is what motivates us every day to continuously lower our service costprovide the highest quality products and in turn, lower the delivered cost of electricity. Our hardware costs have dropped by approximately 27 percent each time our cumulative production volume has doubled, which compares favorably to other energy technologies such as wind and solar.solutions possible.

The latest generation Energy Server delivers five times the electricity outputAssisting Vulnerable Communities

2020 was a difficult year for many of the first generationcommunities we serve, but we responded by being adaptable, flexible and innovative in a constant footprint. The next generation now under development will deliver 50 percent more power than the latest generationcreating solutions in the same footprint,face of emergencies. Our rapid deployment of engineering and we expectmanufacturing resources has aided vulnerable communities in multiple ways during the COVID-19 pandemic as well as extreme weather events.

Ventilator Refurbishment. In March 2020, when the country came to continue this trend of power density improvementsa standstill in the future. Asfight against the spread of COVID-19, we voluntarily launched an initiative to refurbish ventilators at our power density increases, total land useSan Jose, California and relatedNewark, Delaware facilities. We knew that we could put our manufacturing, engineering and operational expertise to work and successfully refurbished more than 1,300 ventilators that were supplied to state emergency management departments and healthcare facilities in California, Delaware and Pennsylvania.

Rapid Deploy Microgrids. When a field hospital was set up in Sacramento, California to expand the state’s hospital capacity and house COVID-19 patients, we and our installation and material costs are reduced, thereby loweringutility project partners were able to deploy a microgrid in three days. The Bloom microgrid provided essential reliable, AlwaysON power to serve the costcritical medical needs of electricity.Californians. Similar microgrids were rapidly deployed to a hospital in Louisiana and a hospital system in Vallejo, California, providing vital power to a field hospital set up to accommodate patient overflow. Importantly, these facilities could not have utilized traditional temporary diesel power solutions due to the impact on patient respiratory health, reinforcing the importance of our products’ air quality impacts on vulnerable populations every day.

The fuel costs to produce power go down as the amount of fuel required to produce the power is reduced. The higher the efficiency of an Energy Server, the lower the fuel use and associated fuel cost. The beginning-of-life efficiency percentagesRedirecting Excess Power. On top of the Bloom Energy Servers have increasedchallenges with COVID-19, California continues to deal with grid instability from the high-40sclimate-driven extreme weather as well as wildfires. But 2020 saw blackouts due to record heat as well. Our fuel cell technology at approximately 500 sites has been generating 265 megawatts of clean and reliable power in the first generationstate. Our customers agreed to export the excess power generated at their sites to the 60sgrid to provide additional generation capacity. Thanks to their generosity, we managed to power nearly 15,000 homes in communities facing the current generation. We expectadverse effects of the efficiency to improve further in succeeding generations.pandemic.

Mobile COVID-19 Testing. To help keep our employees and neighbors safe, we partnered with El Camino Health to set up a mobile COVID-19 testing facility for Bay Area organizations, businesses and schools. Using the University of Illinois’ innovative Shield T3 COVID testing system, the mobile unit offers rapid, accurate and inexpensive testing, providing critically needed tests for area businesses, schools and disadvantaged communities. One in six tests purchased by us and participating organizations was used to help the Valley Medical Center Foundation purchase a mobile medical bus to vaccinate homebound seniors, people with disabilities, farmers and others who might not be easily served.

General Proxy Information

This proxy statement (the “Proxy Statement”) is being furnished to the stockholders of Bloom Energy Corporation, a Delaware corporation (the “Company”, “Bloom”, “we”, “us” or “our”), in connection with the solicitation of proxies by our Board of Directors (the “Board of Directors” or the “Board”) for use at our 2020 annual meeting of stockholders (the “2020 Annual Meeting”) to be held at the Hilton Santa Clara, 4949 Great America Parkway, Santa Clara, California 95054 on Thursday, May 12, 2020, at 9:00 a.m. PT, local time and at any and all adjournments, postponements or continuations of the meeting.

Questions and Answers about this Proxy Material and Voting

Internet AvailabilityTable of Proxy Materials

This year, we will again be using the “Notice and Access” method of providing proxy materials to stockholders via the Internet. We believe that this process provides stockholders with a convenient and quick way to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about April 2, 2020, we will mail to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2019. The Notice also provides instructions on how to vote using the Internet or by telephone and includes instructions on how to request a paper copy of the proxy materials by mail.

At the close of business on the Record Date, there were 90,231,067 shares of the Company’s Class A common stock and 34,872,888 shares of the Company’s Class B common stock outstanding and entitled to vote. The Class A common stock and the Class B common stock are collectively referred to as the Common Stock in this Proxy Statement. The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. We will provide to any stockholder without charge, upon written or oral request, a copy of our Proxy Statement and Annual Report on Form 10-K (without exhibits). Requests should be directed to Bloom Energy Corporation, 4353 North First Street, San Jose, California 95134, Attention: Corporate Secretary, or by calling (408) 543-1500.

Who can vote at the 2020 Annual Meeting?

Only stockholders of record at the close of business on March 16, 2020 (the “Record Date”) will be entitled to vote at the 2020 Annual Meeting. A list of stockholders entitled to vote at the meeting will be available for inspection at 4353 North First Street, San Jose, California 95134 between the hours of 9:00 a.m. and 5:00 p.m. local time, for at least ten days prior to the meeting and will also be available for inspection at the meeting.

How do I attend the 2020 Annual Meeting and vote in person?

Only stockholders of record on the close of business on the Record Date may attend the 2020 Annual Meeting. In order to be admitted to the meeting, you should be prepared to present valid photo identification, such as a driver’s license or passport, and proof of stock ownership as of the Record Date. If you hold your shares through a broker, bank or other nominee, you will need to bring proof of beneficial ownership as of the Record Date, such as your most recent account statement reflecting your Common Stock ownership prior to the Record Date, a copy of the voting instruction card provided by your broker, bank, or other nominee, or similar evidence of ownership. If you wish to vote in person, we will provide you with a ballot to use to vote at the 2020 Annual Meeting. If you are a beneficial owner and hold shares of Common Stock through a broker, bank or other nominee, you may not vote your shares of Common Stock in person at the 2020 Annual Meeting unless you obtain a legal proxy from the broker, bank or other nominee that holds your shares of Common Stock giving you the right to vote the shares of Common Stock at the 2020 Annual Meeting.

Even if you plan to attend the 2020 Annual Meeting, we recommend that you submit your proxy or voting instructions as described in the Proxy Statement so that your vote will be counted if you later decide not to attend the 2020 Annual Meeting. You may still attend the meeting and vote in person even if you have already voted by proxy.

How many votes do I have?

You have one vote for each share of Class A common stock and ten votes for each share of Class B common stock you owned as of the close of business on the Record Date. The holders of Class A common stock and Class B common stock will vote together on each matter presented at the 2020 Annual Meeting.

How does the Company’s dual class structure affect me?

Because of the ten-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively control a majority of the combined voting power of our Common Stock.

The Class B common stock is convertible into Class A common stock at any time at the option of the holder. In addition, the Class B common stock will automatically convert into Class A common stock immediately prior to the close of business on the fifth anniversary of our initial public offering (July 2023), and may automatically convert earlier than such date upon certain circumstances as described in our Certificate of Incorporation.

What am I voting on?

You are being asked to vote on the following:

How does the Board of Directors recommend I vote on these proposals?

The Company’s Board recommends that you vote “FOR” the election of Mary K. Bush, Jeffrey Immelt and Eddy Zervigon as Class II directors and “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

How do I vote my shares?

Stockholder of Record: Shares Registered in Your Name

If on March 16, 2020 your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote in person at the 2020 Annual Meeting, or vote by proxy over the telephone, through the Internet, or by using a proxy card that you may request or that we may elect to deliver to you at a later time. The method you use to vote will not limit your right to vote at the 2020 Annual Meeting if you decide to attend in person. Whether or not you plan to attend the Annual Meeting, we urge you to submit your proxy in advance. You may still attend the meeting and vote in person even if you have already voted by proxy.

To vote through the Internet: Go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the control number from your Notice. Your Internet vote must be received by 11:59 p.m. Eastern Time on May 11, 2020, to be counted.

To vote by telephone: Dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from the Notice. Your telephone vote must be received by 11:59 p.m. Eastern Time on May 11, 2020, to be counted.

To vote by mail: If you received your proxy materials via the U.S. mail, you may complete, sign and return the accompanying proxy card in the postage-paid envelope provided. If you return your signed proxy card to us and we receive it before the 2020 Annual Meeting, we will vote your shares as you direct.

To vote in person: Attend the 2020 Annual Meeting at the Hilton Santa Clara, 4949 Great America Parkway, Santa Clara, California 95054, and we will give you a ballot when you arrive.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If on March 16, 2020 your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee how to vote the shares held in your account. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the meeting. Because you are not the stockholder of record, you may not vote your shares at the meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the meeting. You should have received a voting instruction card and voting instructions with these proxy materials from your brokerage firm, bank or other agent rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted. Internet or telephonic voting may also be available; however, that will depend on the voting process of your broker, bank or other nominee. Please see your voting instruction card for further details.

How will my shares be voted if I return a blank proxy card?

If you return a signed and dated proxy card or otherwise submit a proxy without indicating voting selections, your shares will be voted, as applicable, “FOR” the election of each Class II director nominee and “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

How will my shares be voted if I do not provide my broker or bank with voting instructions, and what is a “broker non-vote”?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank, or other nominee how to vote your shares, your broker, bank, or other nominee may still be able to vote your shares in its discretion on certain matters. Brokers, banks, and other securities intermediaries may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine,” but not with respect to “non-routine” matters. In this regard, Proposal 1 is considered to be “non-routine,” meaning that your broker may not vote your shares on that proposal in the absence of your voting instructions. Proposal 2 is considered to be a “routine” matter, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2. If a broker, bank or other nominee exercises their discretionary voting authority on Proposal 2, such shares will be considered present at the annual meeting for quorum purposes, counted in the voting results for Proposal 2 and a broker non-vote will occur as to Proposal 1.

If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank, or other nominee by the deadline provided in the materials you receive from your broker, bank, or other nominee.

How many votes are needed to approve the proposal?

Proposal 1: The election of directors requires a plurality vote of the shares of our Common Stock present in person or by proxy at the 2020 Annual Meeting. “Plurality” means that the nominees who receive the largest number of votes cast “for” such nominee are elected as directors. As a result, with respect to the election of the three Class II directors, the three nominees receiving the most “FOR” votes (among votes properly cast in person or by proxy) will be elected. “Withhold” votes, abstentions and broker non-votes will have no effect.

Proposal 2: The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2020, requires the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote that are present in person or represented by proxy at the meeting and are voted for or against the proposal. Abstentions will have no effect.

Who is making this solicitation?

The Company’s Board is soliciting these proxies and the cost of such solicitation will be borne by the Company, including the charges and expenses of persons holding shares in their name as nominee incurred in connection with forwarding proxy materials to the beneficial owners of such shares. In addition to the use of the mail, proxies may be solicited by our officers, directors and employees in person, by telephone or by email. Those individuals will not be additionally compensated for the solicitation but may be reimbursed for reasonable out-of-pocket expenses incurred in connection with the solicitation.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid 2020 Annual Meeting. Our Bylaws provide that a quorum will be present if a majority of the voting power of all shares outstanding on the Record Date are represented at the 2020 Annual Meeting, present in person or by proxy. Your shares will be counted toward the quorum only if you submit a valid proxy or vote at the 2020 Annual Meeting, or if you are a beneficial owner of shares held in street name, if you submit your voting instructions or if your bank, broker or other nominee exercise its voting discretion over such shares. Abstentions and broker non-votes will be counted as shares present for the purposes of determining the presence of a quorum.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

Can I change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the 2020 Annual Meeting. You may revoke your proxy in any one of following ways:

Your most recently submitted proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker, bank, or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other nominee. Please note that if your shares are held of record by a bank, broker or other nominee and you decide to attend and vote at our annual meeting, your vote in person at the meeting will not be effective unless you present a legal proxy issued in your name from the record holder (your bank, broker or other nominee).

How can I find out the results of the voting at the 2020 Annual Meeting?

We intend to announce preliminary voting results at the 2020 Annual Meeting and publish final results in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (“SEC”) within four business days of the 2020 Annual Meeting.

What is “householding” and how does it affect me?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, we send only one proxy statement and one annual report to eligible stockholders who share a single address, unless we have received instructions to the contrary from any stockholder at that address. This practice is designed to reduce our printing and postage costs. Stockholders who participate in householding will continue to receive separate proxy cards. We do not use householding for any other stockholder mailings.

If you share an address with another stockholder and receive only one set of proxy materials but would like to request a separate copy of these materials, please contact our mailing agent, Broadridge, by calling 1-800-540-7095 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717. Broadridge is acting as our mailing agent and vote tabulator and is not soliciting proxies on our behalf. Similarly, you may also contact Broadridge if you receive multiple copies of the proxy materials and would prefer to receive a single copy in the future. If you own shares through a bank, broker, or other nominee, you should contact the nominee concerning householding procedures.

ContentsCorporate Governance

Changes to Our Corporate Governance

We continue to consider additional changes to our corporate governance, including how best to promote diversity on our Board and to enhance oversight of the company’s environmental, social and governance undertakings, and how to further align our directors’ interest with our stockholders’ interest, including consideration of stock ownership requirements and other means.

Transition from Emerging Growth Company Status

As a company with less than $1.07 billion in revenue during our last completed fiscal year, we continue to qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. We will remain an emerging growth company, or EGC, until the earliest to occur of: (1) the end of the first fiscal year in which our annual gross revenue is $1.07 billion or more; (2) the end of the first fiscal year in which we are deemed to be a “large accelerated filer,” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; and (4) the end of our 2023 fiscal year, during which the fifth anniversary of our IPO occurs. We may choose to take advantage of some, but not all, of the available benefits under the JOBS Act. We currently intend to take advantage of the exemptions discussed above until we no longer qualify as an EGC. We plan to provide all disclosures required for non-EGCs as soon as we transition out of EGC status.

	Corporate Governance
	Proposal 1	Election of Directors Stockholders are being asked to elect Class IIIII directors Mary K. Bush, Jeffrey ImmeltMichael Boskin, John T. Chambers and Eddy Zervigon,L. John Doerr, each for a three-year term.
			The Board of Directors unanimously recommends a vote FOR the election to the Board of Directors of each of the Class IIIII director nominees.
	Our Restated Bylaws provide that our Board of Directors is divided into three classes with staggered three-year terms. As a result, only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. The Board of Directors presently has ten members. The Board is currently comprised of three Class I directors, four Class II directors, and three Class III directors. The authorized number of directors may be changed by resolution of the Board of Directors. Class II directors Mary K. Bush, Jeffrey Immelt and Eddy Zervigon are standing for election to the Board at this meeting. Peter Teti, a current Class II director, will not be standing for re-election to the Board at this meeting. The nominees’ biographies are available beginning on page 27 of this Proxy Statement. Immediately following the Annual Meeting, the authorized number of directors on the Board will be reduced to nine, and each class will be comprised of three directors. Each nominee has consented to be named a nominee in the Proxy Statement and to continue to serve as a director, if elected. If any nominee becomes unavailable to serve for any reason before the election, which is not anticipated, your proxy authorizes us to vote for another person nominated by the Board or the Board may reduce its size. There are no arrangements or understandings between any director and any other person pursuant to which he or she is or was to be selected as a director. There are no family relationships among directors or executive officers of the Company. Vote Required The election of directors will be made by a plurality of votes cast at the 2020 Annual Meeting. That means the three nominees receiving the highest number of votes will be elected. Because directors need only be elected by plurality of the vote in an uncontested election, abstentions, broker non-votes and withhold votes will not affect whether any particular nominee has received sufficient votes to be elected in such cases. As described beginning on page 27 of this Proxy Statement, our nominees have considerable professional and business experience. The recommendation of our Board is based on its carefully considered judgment that the qualifications and experience of our nominees make them well qualified to serve on our Board and give the Board as a group the appropriate skills to exercise its oversight responsibilities.

Our Amended and Restated Bylaws (the “Bylaws”) provide that the Board is divided into three classes of directors with staggered three-year terms. As a result, only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation or removal.

The Board presently has nine members. The Board is currently comprised of three Class I directors, three Class II directors and three Class III directors. The authorized number of directors may be changed by resolution of the Board. Stockholders last elected the Class I directors, Messrs. Powell, Sandell, and Sridhar, at the 2019 Annual Meeting of Stockholders and the Class II directors, Messrs. Immelt and Zervigon and Ms. Bush, at the 2020 Annual Meeting of Stockholders.

Class III directors Dr. Boskin, Messrs. Chambers and Doerr are standing for election to the Board at this meeting. The Board appointed Dr. Boskin in November 2019, Mr. Chambers in August 2018 and Mr. Doerr in May 2002, and each was recommended to the Board by the Nominating Committee. The nominees’ and other directors’ biographies are available beginning on page 21 of this Proxy Statement.

Each nominee has consented to be named a nominee in the Proxy Statement and to continue to serve as a director, if elected. If any nominee becomes unavailable to serve for any reason before the election, which is not anticipated, your proxy authorizes us to vote for another person nominated by the Board or the Board may reduce its size. There are no arrangements or understandings between any director and any other person pursuant to which he or she is or was to be selected as a director. There are no family relationships among our directors or executive officers.

Vote Required

The election of directors will be made by a plurality of votes cast at the 2021 Annual Meeting. That means the three nominees receiving the highest number of votes will be elected. Because directors need only be elected by a plurality of the vote in an uncontested election, broker non-votes and withhold votes will not affect whether any particular nominee has received sufficient votes to be elected in such cases.

Our nominees have considerable professional and business experience. The recommendation of the Board is based on its carefully considered judgment that the qualifications and experience of our nominees make them well qualified to serve on the Board and give the Board as a group the appropriate skills to exercise its oversight responsibilities. For each of the three director nominees standing for election as well as for the remainder of the Board, the following pages sets forth certain biographical information, including a description of their principal occupation, business experience, and the primary qualifications, attributes and skills that the Nominating Committee considered in recommending the director nominees.

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