0000846913-18-000046.txt : 20180521 0000846913-18-000046.hdr.sgml : 20180521 20180521085321 ACCESSION NUMBER: 0000846913-18-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180516 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20180521 DATE AS OF CHANGE: 20180521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUEL TECH, INC. CENTRAL INDEX KEY: 0000846913 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 205657551 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33059 FILM NUMBER: 18848464 BUSINESS ADDRESS: STREET 1: 27601 BELLA VISTA PARKWAY CITY: WARRENVILLE STATE: IL ZIP: 60555 BUSINESS PHONE: 6308454433 MAIL ADDRESS: STREET 1: 27601 BELLA VISTA PARKWAY CITY: WARRENVILLE STATE: IL ZIP: 60555 FORMER COMPANY: FORMER CONFORMED NAME: FUEL TECH N V DATE OF NAME CHANGE: 19930510 8-K 1 form8-kitem507submissionof.htm 8-K Document


 
 
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) May 16, 2018
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)
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:

o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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 May 16 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 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; (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


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)
 
Date: May 21, 2018
By:
/s/ Albert G. Grigonis
 
 
Albert G. Grigonis
 
 
Senior Vice President, General Counsel and Secretary