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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 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)
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))
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| Item 5.07. Submission of Matters to a Vote of Security Holders. | ||||||||
| SIGNATURES | ||||||||
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 19 2011, Fuel Tech, Inc., a Delaware corporation (the “Company”) held its Annual Meeting of
Stockholders, at which the stockholders voted upon (i) the election of Douglas G. Bailey, Miguel
Espinosa, Charles W. Grinnell, Thomas L. Jones, John D. Morrow, Thomas S. Shaw, Jr. and D.L.
Williamson 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, (ii) a proposal
to approve a stock option for restricted stock unit exchange program; (iii) the ratification of the
appointment of McGladrey & Pullen, LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2011; (iv) an advisory, non-binding proposal relating
to executive compensation; and (v) an advisory, non-binding vote on the frequency of the executive
compensation advisory non-binding vote.
The stockholders elected all seven directors, approved the stock option for restricted stock unit
exchange program, approved the ratification of the appointment of McGladrey & Pullen, LLP as the
Company’s independent registered public accounting firm for the fiscal year ending December 31,
2011, approved the advisory, non-binding proposal relating to executive compensation and, with
respect to the advisory, non-binding proposal regarding the frequency of the executive compensation
non-binding vote, elected to hold such a vote every year.
The final 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 | Withhold | ||||||
Douglas G. Bailey |
13,538,408 | 255,435 | ||||||
Miguel Espinosa |
13,553,363 | 240,480 | ||||||
Charles W. Grinnell |
13,553,341 | 260,502 | ||||||
Thomas L. Jones |
13,497,935 | 295,908 | ||||||
John D. Morrow |
13,486,778 | 307,065 | ||||||
Thomas S. Shaw, Jr. |
13,498,758 | 295,085 | ||||||
D.L. Williamson |
13,493,871 | 299,972 | ||||||
Proposal 2: Proposal to approve a stock option for restricted stock unit exchange program
| For | Against | Abstain | ||
10,762,635
|
2,978,371 | 52,837 |
Proposal 3: To ratify the appointment of McGladrey & Pullen, LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2011
| For | Against | Abstain | Broker Non-Votes | |||
| 19,250,664 | 253,434 | 38,945 | 5,749,199 |
Proposal 4: Advisory, non-binding proposal on executive compensation
| For | Against | Abstain | ||
| 13,279,344 | 441,714 | 72,785 |
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Proposal 5: Advisory, non-binding vote on the frequency of the executive compensation advisory
vote.
| 1 year | 2 years | 3 years | Abstain | |||
| 12,794,800 | 77,260 | 866,985 | 54,798 |
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) |
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| Date: May 24, 2011 | By: | /s/ Albert G. Grigonis | ||
| Albert G. Grigonis | ||||
| Senior Vice President, General Counsel and Secretary | ||||