ftek20240606c_8k.htm
false 0000846913 0000846913 2024-06-06 2024-06-06
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) June 6, 2024
 
FUEL TECH, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
(State or other jurisdiction
of incorporation)
  
001-33059
(Commission
File Number)
  
20-5657551
(IRS Employer
Identification No.)
 
Fuel Tech, Inc.
27601 Bella Vista Parkway
Warrenville, IL 60555-1617
630-845-4500
 
(Address and telephone number of principal executive offices)
 
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
FTEK
NASDAQ Capital Market
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Emerging growth company        ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
 
ITEM 5.07
Submission of Matters to a Vote of Security Holders.
 
On June 6, 2024, Fuel Tech, Inc., a Delaware corporation (the “Company” or “Fuel Tech”) held its Annual Meeting of Stockholders, at which the stockholders voted upon: (i) the election of Vincent J. Arnone, Douglas G. Bailey, Sharon L. Jones and Dennis L. Zeitler to the Company’s Board of Directors to serve until the earlier of the Company’s next Annual Meeting of Stockholders or until their respective successors are duly elected, or they shall sooner resign, retire or be removed; (ii) the approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock to 60 million shares; (iii) the approval of the Fuel Tech, Inc. 2024 Long-Term Incentive Plan; (iv) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm; (v) an advisory, non-binding approval of the Company’s executive compensation; and (vi) the approval of an adjournment of the annual meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Annual Meeting to approve the proposal regarding the amendment of Fuel Tech’s Certification of Incorporation or the proposal regarding the approval of the 2014 Long-Term Incentive Plan.3.
 
The stockholders elected all four directors, approved the amendment to the Company’s Certificate of Incorporation, approved the Fuel Tech, Inc. 2024 Long-Term Incentive Plan, approved the ratification of the appointment of McGladrey LLP as the Company’s independent registered public accounting firm and approved, on an advisory, non-binding basis, Fuel Tech’s executive compensation. The stockholders also approved the adjournment of the annual meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Annual Meeting to approve
 
The number of votes cast for or against (or withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below.
 
Proposal 1: Election of Directors
 
Director
For
Withheld
Broker Non-Votes
Vincent J. Arnone
10,802,858
2,556,430
6,019,168
Douglas G. Bailey
9,876,826
3,478,051
6,019,168
Sharon L. Jones
11,881,321
1,481,211
6,019,168
Dennis L. Zeitler
11,833,558
1,528,974
6,019,168
 
Proposal 2: Amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock to sixty million shares
 
For
Against
Abstain
Broker Non-Votes
12,388,059
930,721
43,752
6,019,168
 
Proposal 3: Approval of the Company’s 2024 Long-Term Incentive Plan
 
For
Against
Abstain
Broker Non-Votes
12,812,207
474,209
76,116
6,019,168
 
Proposal 4: Ratification of McGladrey LLP as the Company’s independent registered public accounting firm
 
For
Against
Abstain
19,147,338
131,372
102,990
 
Proposal 5: Advisory vote to approve executive compensation
 
For
Against
Abstain
Broker Non-Votes
12,714,159
506,653
141,720
6,019,168
 
Proposal 6: Adjournment of the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 2 or Proposal 3.
 
For
Against
Abstain
Broker Non-Votes
12,158,283
1,609,607
58,454
5,555,356
 
 
 
 
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 hereunto duly authorized.
 
 
Fuel Tech, Inc.
(Registrant)
  
     
       
 
By:
/s/ Bradley W. Johnson 
  
   
Bradley W. Johnson
  
Date: June 10, 2024
  
Vice President, General Counsel and Secretary