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On May 28, 2015, the Board of Directors (the “Board”) of Fuel Tech, Inc., a Delaware corporation (the “Company”) adopted and approved the Company’s Amended and Restated By-Laws (the “Amended and Restated By-Laws”).
The
amendments incorporated in Article II and Article III of the Amended and Restated By-Laws establish an orderly and efficient process for stockholders seeking to propose business or nominate directors at an annual or special meeting of the Company’s stockholders. As part of the process, stockholders seeking to propose business or nominate directors at any meeting of the Company’s stockholders must provide information relevant to the Company’s and stockholders’ evaluation of the proposed business or nomination.
A forum selection provision was added to Article VI of the Amended and Restated
By-Laws. Pursuant to the forum selection provision, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the United Stated District Court for the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (a) any derivative action or proceeding brought by or in the name of the Company; (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee, agent or affiliate of the Company to the
Company or to the Company’s stockholders; (c) any action arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or the Amended and Restated By-Laws (each as may be amended from time to time); or (d) any action asserting a claim against the Company governed by the internal affairs doctrine. Furthermore, Article VI, Section 6.10 of the Amended and Restated By-Laws provides that, if any action
the subject matter of which is within the scope of the preceding sentence is filed in a court other than a court located in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the preceding sentence and (ii) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
In addition, further amendments incorporated in the Amended and Restated By-Laws include provisions (i) establishing an orderly and efficient process for stockholders to request a record date
for determining the stockholders entitled to take action by written consent without a meeting of the stockholders, (ii) providing that only the Board is authorized to determine the size of, and fill vacancies on, the Board and (iii) regarding the procedures for conducting stockholder meetings and other technical changes to the Company’s By-Laws.
The description set forth above regarding the Company’s Amended and Restated By-Laws is qualified in its entirety by reference to the full text of such Amended and Restated By-Laws,
a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
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.