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) September 24, 2020

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)

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	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))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a)	On September 24, 2020, Fuel Tech, Inc. (“Fuel Tech” or the “Registrant”) issued the press release attached as Exhibit 99.1 to this Report announcing that with respect to the appointment and departure of principal officers, Albert G. Grigonis, the Registrant’s Senior Vice President, General Counsel and Secretary, previously announced his September 30, 2020 retirement from employment with the Registrant. In anticipation of Mr. Grigonis’ retirement, on September 24, 2020, the Board of Directors of the Registrant elected Bradley W. Johnson as Vice President, General Counsel and Secretary of the Registrant to succeed Mr. Grigonis to be effective on October 1, 2020.
(b)	There is no family relationship between Mr. Johnson and any director, executive officer, or person nominated or chosen by the Registrant to become a director or executive officer.
(c)	Mr. Johnson, age 55, was formerly Assistant General Counsel of the Registrant.
(d)	As compensation from the Registrant commencing on October 1, 2020, Mr. Johnson will receive an annual base salary of $240,000 which shall be subject to the Company’s current 10% annual base salary reduction program for its officers, resulting in an actual net annual base salary of $216,000 dollars, and a Target Participation Percentage of 30% of net annual base salary in Registrant’s Corporate Incentive Plan. Mr. Johnson participates in benefit and welfare programs offered by Registrant. In addition, prior to his election as an officer of Registrant, during his employment with Registrant, Mr. Johnson was awarded seven restricted stock unit (RSU) awards by the Registrant for shares in Registrant’s common stock with RSU grant prices ranging from $0.965 to $6.14 to acquire a total of 139,500 shares of such stock.
(e)	Other than as stated above, there is no arrangement or understanding as to Mr. Johnson’s employment with the Registrant, or its directors or officers. Upon commencement of employment with the Registrant, Mr. Johnson entered into the Registrant’s standard form of employment agreement which covered the above elements of compensation, established employment with the Registrant, and provided for the protection of the Registrant’s intellectual and other property and for the assignment of inventions to the Registrant.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
99.1	Press Release of Fuel Tech, Inc., dated September 24, 2020

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: September 24, 2020	By:	/s/ Albert G. Grigonis
		Albert G. Grigonis
		Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

CONTACT:	Vince Arnone	Devin Sullivan
	President and Chief Executive Officer	Senior Vice President
	(630) 845-4500	The Equity Group Inc.
		(212) 836-9608
		dsullivan@equityny.com

FOR IMMEDIATE RELEASE

Bradley W. Johnson Appointed General Counsel of Fuel Tech

 WARRENVILLE, Ill. - September 24, 2020 – Fuel Tech, Inc. (NASDAQ: FTEK), a technology company providing advanced engineering solutions for the optimization of combustion systems, emissions control and water treatment in utility and industrial applications, today announced that Bradley W. Johnson, 55, formerly Assistant General Counsel of Fuel Tech, has been elected Vice President, General Counsel and Secretary of Fuel Tech effective October 1, 2020. Mr. Johnson succeeds Albert G. Grigonis, Senior Vice President, General Counsel and Secretary, who is retiring on September 30, 2020 after 17 years of service to the Company.

Mr. Johnson joined Fuel Tech in 2008, serving as Corporate Counsel until December 2009, and thereafter as Assistant General Counsel. Prior to joining Fuel Tech, Mr. Johnson counseled clients in private practice where he gained extensive experience representing companies in a variety of matters including securities law, intellectual property, and mergers and acquisitions. Mr. Johnson received his B.A. in Political Science from the University of California, Berkeley and his J.D. from the University of California, Berkeley School of Law.

About Fuel Tech

Fuel Tech develops and commercializes state-of-the-art proprietary technologies for air pollution control, process optimization, water treatment, and advanced engineering services. These technologies enable customers to operate in a cost-effective and environmentally sustainable manner. Fuel Tech is a leader in nitrogen oxide (NOx) reduction and particulate control technologies and its solutions have been in installed on over 1,200 utility, industrial and municipal units worldwide. The Company’s FUEL CHEM^® technology improves the efficiency, reliability, fuel flexibility, boiler heat rate, and environmental status of combustion units by controlling slagging, fouling, corrosion, and opacity. Water treatment technologies include DGI™ Dissolved Gas Infusion Systems which utilize a patented nozzle to deliver supersaturated oxygen solutions and other gas-water combinations to target process applications or environmental issues. This infusion process has a variety of applications in the water and wastewater industries, including remediation, aeration, biological treatment, and wastewater odor management. 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. For more information, visit Fuel Tech’s web site at www.ftek.com.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” as defined in Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and reflect Fuel Tech’s current expectations regarding future growth, results of operations, cash flows, performance and business prospects, and opportunities, as well as assumptions made by, and information currently available to, our management. Fuel Tech has tried to identify forward-looking statements by using words such as “anticipate,” “believe,” “plan,” “expect,” “estimate,” “intend,” “will,” and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. These statements are based on information currently available to Fuel Tech and are subject to various risks, uncertainties, and other factors, including, but not limited to, those discussed in Fuel Tech’s Annual Report on Form 10-K in Item 1A under the caption “Risk Factors,” and subsequent filings under the Securities Exchange Act of 1934, as amended, which could cause Fuel Tech’s actual growth, results of operations, financial condition, cash flows, performance and business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. Fuel Tech undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances or for any other reason. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in Fuel Tech’s filings with the Securities and Exchange Commission.

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