8-K
Fuel Tech, Inc. (FTEK)
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 5, 2025
FUEL TECH, INC.
(Exact name of registrant as specified in its charter)
| Delaware<br><br> <br>(State or other jurisdiction<br> of incorporation) | 001-33059<br><br> <br>(Commission<br> File Number) | 20-5657551<br> (IRS Employer<br> 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)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| 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. ☐ | |
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 5, 2025, 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, 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) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm; and (c) an advisory vote on executive compensation.
The stockholders elected all four directors, 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
| Director | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Vincent J. Arnone | 12,399,094 | 2,020,230 | 6,279,410 |
| Douglas G. Bailey | 11,452,498 | 2,966,826 | 6,279,410 |
| Sharon L. Jones | 13,842,541 | 576,783 | 6,279,410 |
| Dennis L. Zeitler | 13,810,203 | 609,121 | 6,279,410 |
Proposal 2: Ratification of RSM US LLP as the Company’s independent registered public accounting firm
| For | Against | Abstain |
|---|---|---|
| 20,539,393 | 97,330 | 62,011 |
Proposal 3: Advisory vote on executive compensation
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 13,458,829 | 746,185 | 214,310 | 6,279,410 |
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.<br> (Registrant) | ||
|---|---|---|
| By: | /s/ Bradley W. Johnson | |
| Bradley W. Johnson | ||
| Date: June 10, 2025 | Vice President, General Counsel and Secretary |