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

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.)

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 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

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.