8-K

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) August 3, 2011

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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On recommendation of the Compensation and Nominating Committee of Fuel Tech, Inc. (“Fuel Tech”), the Fuel Tech Board of Directors (“Board”) voted on August 3, 2011 to elect W. Grant Gregory and George F. MacCormack to fill Fuel Tech’s two open directorships. On August 8, 2011, Fuel Tech issued a press release announcing the appointment of Messrs. Gregory and MacCormack to its Board, a copy of which as Exhibit 99.1 to this Form 8-K.

Mr. Gregory is Vice Chairman of Cerberus Capital Management, L.P. since 2005, and has served as Chairman of Gregory & Hoenemeyer, Inc. (merchant banking) since 1988. Mr. Gregory retired in 1988 as Chairman of the Board of Touche Ross & Co., now Deloitte & Touche. Mr. MacCormack is a retired Group Vice President of E.I. du Pont de Nemours and Company (“DuPont”), where he worked from 1968 until his retirement in 2003. During his career with DuPont, among other things, Mr. MacCormack had oversight responsibility over a portfolio of chemical and fiber strategic business units, as well as several major international joint ventures. Mr. Gregory and Mr. MacCormack each have served or are serving on a number of boards in a variety of capacities providing each of them broad corporate governance experience.

Neither of their elections was pursuant to any arrangement or understanding with any person. There are no related party transactions between either Mr. Gregory or Mr. MacCormack and Fuel Tech. As a member of Fuel Tech’s Board of Directors (“Director”), each of Mr. Gregory and Mr. MacCormack will participate in Fuel Tech’s compensation arrangements for non-employee Directors, payable in arrears, which are annual retainers of $25,000 for Board service; meeting fees of $1,200 for a Board meeting or if a Director is a committee member, attendance at a committee meeting that is not connected with a Board meeting or otherwise for a day of service as a Director and requested by the Chairman; and $600 for a committee meeting attended by a committee member that occurs in conjunction with a Board meeting. In addition, under the Fuel Tech, Inc. Incentive Plan, each non-employee director is awarded, as of the first business day following the annual meeting of stockholders, a non-qualified stock option for 10,000 shares of Fuel Tech common stock for a term of 10 years vesting immediately. Also, under Fuel Tech’s Deferred Compensation Plan for Directors, as non-employee directors, Mr. Gregory and Mr. MacCormack each are entitled to elect to defer Director fees in either cash with interest or share equivalent “Units” until fixed dates, including the date of retirement from the Board, when the deferred amounts will be distributed either in Fuel Tech common stock or in cash in a lump sum or over a period of five years as elected by the Director.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
99.1	Fuel Tech, Inc. Press Release dated August 8, 2011.

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: August 8, 2011	By:	/s/ Albert G. Grigonis
		Albert G. Grigonis
		Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

CONTACT: David S. Collins
Chief Financial Officer
(630) 845-4500

FOR IMMEDIATE RELEASE

Tracy H. Krumme
Vice President, Investor Relations
(203) 425-9830

FUEL TECH ELECTS W. GRANT GREGORY AND GEORGE F. MACCORMACK TO ITS BOARD OF DIRECTORS

     WARRENVILLE, Ill., Aug. 8, 2011 — Fuel Tech, Inc. (NASDAQ: FTEK), a world leader in advanced engineering solutions for the optimization of combustion systems and emissions control in utility and industrial applications, today announced the election of Mr. W. Grant Gregory and Mr. George F. MacCormack to Fuel Tech’s Board of Directors.

     Mr. Gregory, 70, has served as Vice Chairman of Cerberus Capital Management, L.P. since 2005, and has served as Chairman of Gregory & Hoenemeyer, Inc., a merchant banking firm, since 1988. Mr. Gregory retired as Chairman of the Board after completing 24 years with Touche Ross & Co. (Deloitte Touche Tohmatsu). During his career with Touche Ross, he led global teams in a wide range of industries and countries while servicing the firm’s 100 largest clients. He played a leadership role in the opening of the firm’s first office in the People’s Republic of China in Beijing and served as an Advisor to the Ministry of Finance for the early Joint Ventures, where he was instrumental in creating the first U.S. Financial Reporting and Accounting courses. Mr. Gregory has extensive experience with public companies having served as both an outside advisor and as a corporate director for several New York Stock Exchange (NYSE) member companies. In his outside director roles, Mr. Gregory has served as chairman of audit, governance, and compensation committees. Mr. Gregory has also served as chairman of Special Independent Directors’ Committees for NYSE-member companies.

     Mr. MacCormack, 67, is a retired Group Vice President of E.I. du Pont de Nemours and Company (“DuPont”), where he held a variety of positions with progressive responsibilities from 1968 until his retirement in 2003. As Group President, Mr. MacCormack had corporate oversight responsibility for approximately 12,000 employees and a $6 billion revenue portfolio of capital and

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energy-intensive global Strategic Business Units. During his career, Mr. MacCormack was credited with leading a transformation of the Specialty Chemical business unit through restructuring, asset sales and targeted growth. He has served on the Board of Directors of a large public electric utility for the last nine years, and has served as Executive Chairman/Vice Chairman of the Board for four major joint ventures with international partners in Japan, Turkey and Mexico.

     Douglas G. Bailey, Chairman, President and Chief Executive Officer, commented, “We are pleased to elect to our Board these seasoned executives who have impressive experience with leading corporations. As an authority on Corporate Governance, Audit Committees and Compensation Committees, as well as on mergers and acquisitions and tax policy, Mr. Gregory has served successfully in numerous leadership roles as Chairman of the Board, CEO, merchant banker and director of public, private and non-profit corporations. His extensive experience, coupled with his in-depth knowledge of the China market, should prove invaluable as Fuel Tech intensifies its efforts to penetrate the international utility and industrial markets.”

. Mr. Bailey added, “The strength of Fuel Tech’s board rests on its members and their personal contributions. Mr. MacCormack’s depth of knowledge in the chemical industry as well as his corporate oversight and governance responsibility experience make him a valuable addition to represent the interests of our stockholders. His insight will be instructive as Fuel Tech continues to provide customers innovative solutions to produce clean, efficient energy.”

     Mr. Gregory graduated with distinction from the University of Nebraska, where he was later awarded an Honorary Doctorate of Humane Letters, as well as the The Builder Award, the University’s highest non-academic recognition. He has completed advanced management courses at Harvard University’s Graduate School of Business, at New York University, and attended the Air Force War College.

     Mr. MacCormack is a graduate of Northeastern University, where he received both a Bachelor of Science and a Master of Science degree in chemical engineering. He also received an MBA from the University of Delaware.

     Additional information on Fuel Tech’s Board of Directors can be accessed at http://www.ftek.com/en-US/about/management/#board.

About Fuel Tech

     Fuel Tech is a leading technology company engaged in the worldwide development, commercialization and application of state-of-the-art proprietary technologies for air pollution control, process optimization, and advanced engineering services. These technologies enable customers to produce both energy and processed materials in a cost-effective and environmentally sustainable manner.

     The Company’s nitrogen oxide (NOx) reduction technologies include advanced combustion modification techniques — such as Low NOx Burners and Over-Fire Air systems — and post-combustion NOx control approaches, including NOxOUT^® and HERT™ SNCR systems as well as systems that incorporate ASCR™ (Advanced Selective Catalytic Reduction), CASCADE™, ULTRA™ and NOxOUT-SCR^® processes. These technologies have established Fuel Tech as a leader in NOx reduction, with installations on over 640 units worldwide, where coal, fuel oil, natural gas, municipal waste, biomass and other fuels are utilized.

     The Company’s FUEL CHEM^® technology revolves around the unique application of chemicals to improve the efficiency, reliability, fuel flexibility and environmental status of combustion units by controlling slagging, fouling, corrosion, opacity and operational issues associated with sulfur trioxide, ammonium bisulfate, particulate matter (PM_2.5), carbon dioxide and NOx. The Company has experienced with this technology, in the form of a customizable FUEL CHEM program, on over 110 combustion units burning a wide variety of fuels including coal, heavy oil, biomass, and municipal waste.

     Fuel Tech also provides a range of combustion optimization services, including airflow testing, coal flow testing and boiler tuning, as well as services to help optimize selective catalytic reduction system performance, including catalyst management services and ammonia injection grid tuning. In addition, flow corrective devices and physical and computational modeling services are available to optimize flue gas distribution and mixing in both power plant and industrial applications.

     Many of Fuel Tech’s products and services rely heavily on the Company’s exceptional Computational Fluid Dynamics modeling capabilities, which are enhanced by internally developed, high-end visualization software. These capabilities, coupled with the Company’s innovative technologies and multi-disciplined team approach, enable Fuel Tech to provide practical solutions to some of our customers’ most challenging problems. For more information, visit Fuel Tech’s web site at www.ftek.com.

This press release may contain statements of a forward-looking nature regarding future events. These statements are only predictions and actual events may differ materially. Please refer to documents that Fuel Tech files from time to time with the Securities and Exchange Commission for a discussion of certain factors that could cause actual results to differ materially from those contained in the forward-looking statements.