FUEL TECH, INC. (NASDAQ:FTEK) Files An 8-K Submission of Matters to a Vote of Security Holders

FUEL TECH, INC. (NASDAQ:FTEK) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

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On May16 2018, Fuel Tech, Inc., a Delaware corporation (the “Company”) held its Annual Meeting of Stockholders, at which the stockholders voted upon: (a) the election of Vincent J. Arnone, Douglas G. Bailey, Sharon L. Jones, James J. Markowsky, Thomas S. Shaw, Jr. and Dennis L. Zeitler to the Company’s Board of Directors until the Company’s next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified; (b) a proposal to adopt an amendment to the Company’s Certificate of Incorporation to: (i)effect a reverse stock split of the Company’s outstanding Common Stock at a ratio of not less thanone-for-five(1:5) and not more thanone-for-ten(1:10), and (ii)to reduce proportionately the shares of Common Stock authorized for issuances; (c) a proposal to amend the Company’s 2014 Long-Term Incentive Plan to increase the number of shares available by 1,200,000 shares; (d) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm; and (e) an advisory vote on executive compensation.

The stockholders elected all six directors, approved the amendment to the Company’s Certificate of Incorporation, approved the amendment to the 2014 Long-Term Incentive Plan, approved the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm and approved, on an advisory, non-binding basis, Fuel Tech’s executive compensation.

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

13,789,712

307,806

7,698,643

Douglas G. Bailey

13,552,897

574,621

7,698,643

Sharon L. Jones

13,813,195

284,323

7,698,643

James J. Markowsky

13,813,791

283,272

7,698,643

Thomas S. Shaw, Jr.

13,734,358

363,160

7,698,643

Dennis L. Zeitler

13,812,341

285,177

7,698,643

Proposal 2: A proposal to adopt an amendment to the Company’s Certificate of Incorporation to: (i) effect a reverse stock split of the Company’s outstanding Common Stock at a ratio of not less than one-for-five (1:5) and not more than one-for-ten (1:10), and (ii) to reduce proportionately the shares of Common Stock authorized for issuances

For

Against

Abstain

17,817,048

3,892,296

86,817

Proposal 3: A proposal to amend Fuel Tech, Inc.’s 2014 Long-Term Incentive Plan to increase the number of shares available by 1,200,000 shares

For

Against

Abstain

Broker Non-Votes

13,177,030

877,987

42,501

7,698,643

Proposal 4: Ratification of RSM US LLP as the Company’s independent registered public accounting firm

For

Against

Abstain

21,551,376

201,153

43,632

Proposal 5: Advisory vote on executive compensation

For

Against

Abstain

Broker Non-Votes

12,408,038

1,566,499

122,981

7,698,643


About FUEL TECH, INC. (NASDAQ:FTEK)

Fuel Tech, Inc. is a technology company. The Company is engaged in the development, commercialization and application of technologies for air pollution control, process optimization, combustion efficiency and engineering services. It operates through three segments: Air Pollution Control technology, FUEL CHEM technology and Fuel Conversion. The Air Pollution Control technology segment includes technologies to manage nitrogen oxides (NOx) emissions in flue gas from boilers, incinerators, furnaces and other stationary combustion sources. The FUEL CHEM technology segment uses chemical processes in combination with computational fluid dynamics (CFD) and chemical kinetics modeling (CKM) boiler modeling, for the control of slagging, fouling, corrosion, opacity and other sulfur trioxide-related issues in furnaces and boilers through the addition of chemicals into the furnace. The Fuel Conversion segment represents the CARBONITE fuel conversion process and technology.

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