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
FUEL TECH, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction
of incorporation) | | | | 20-5657551
(IRS Employer
Identification No.) |
(Address
and telephone number of principal executive offices)
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:
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o | | Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On June 16 2020, 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 they resign or their respective successors are duly elected and qualified; (b) a proposal (i) to adopt an amendment to the Company’s Certificate
of Incorporation to: 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-twenty (1:20), and (ii) to reduce proportionately the shares of Common Stock authorized for issuance; (c) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm; and (d) an advisory vote on executive compensation.
The stockholders elected all six directors, approved the amendment to the Company’s Certificate of Incorporation,
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, the Company’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
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Director | For | Withheld | Broker
Non-Votes |
Vincent J. Arnone | 12,763,297 | 803,217 | 6,575,749 |
Douglas G. Bailey | 12,417,370 | 1,149,144 | 6,575,749 |
Sharon L. Jones | 12,159,650 | 1,406,864 | 6,575,749 |
James
J. Markowsky | 11,581,133 | 1,985,381 | 6,575,749 |
Thomas S. Shaw, Jr. | 12,087,481 | 1,479,033 | 6,575,749 |
Dennis L. Zeitler | 12,159,954 | 1,406,560 | 6,575,749 |
Proposal
2: A proposal (i) to adopt an amendment to the Company’s Certificate of Incorporation to: 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-twenty (1:20), and (ii) to reduce proportionately the shares of Common Stock authorized for issuance.
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For | Against | Abstain |
17,618,710 | 2,406,974 | 117,588 |
Proposal
3: Ratification of RSM US LLP as the Company’s independent registered public accounting firm
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For | Against | Abstain |
19,674,784 | 339,855 | 128,624 |
Proposal 4: Advisory
vote on executive compensation
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For | Against | Abstain | Broker Non-Votes |
11,847,444 | 1,533,438 | 185,632 | 6,575,749 |
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. |
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| Fuel Tech, Inc.
(Registrant)
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| By: | |
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| | Senior Vice President, General Counsel and Secretary |
