Fuel Tech stockholders back all 2026 proxy items

Fuel Tech, Inc. reported the results of its Annual Meeting of Stockholders held on June 4, 2026.

(Moderate)

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Fuel Tech, Inc. reported the results of its Annual Meeting of Stockholders held on June 4, 2026. Stockholders elected four directors — Vincent J. Arnone, Douglas G. Bailey, Sharon L. Jones, and Dennis L. Zeitler — to serve until the next annual meeting or until successors are elected.

Arnone received 10,736,369 votes for and 2,002,423 withheld, while Bailey received 9,855,836 for and 2,879,056 withheld. Jones received 12,340,114 votes for and 397,103 withheld, and Zeitler received 12,323,119 for and 411,581 withheld. Each director election had 7,278,620 broker non-votes.

Stockholders also approved the ratification of RSM US LLP as the independent registered public accounting firm, with 19,552,321 votes for, 411,581 against, and 38,542 abstentions. In an advisory, non-binding vote, stockholders approved the Company’s executive compensation with 11,949,173 votes for, 637,014 against, 187,055 abstentions, and 7,278,620 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Arnone: 10,736,369 votes Votes for Bailey: 9,855,836 votes Votes for Jones: 12,340,114 votes +4 more

7 metrics

Votes for Arnone 10,736,369 votes Director election for Vincent J. Arnone

Votes for Bailey 9,855,836 votes Director election for Douglas G. Bailey

Votes for Jones 12,340,114 votes Director election for Sharon L. Jones

Votes for Zeitler 12,323,119 votes Director election for Dennis L. Zeitler

Auditor ratification for 19,552,321 votes Votes for RSM US LLP as independent registered public accounting firm

Executive pay advisory for 11,949,173 votes Advisory vote approving executive compensation

Broker non-votes 7,278,620 shares Broker non-votes on director and pay proposals

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote on executive compensation, Annual Meeting of Stockholders

4 terms

broker non-votes financial

"The number of abstentions and broker non-votes with respect to each matter voted upon"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote on executive compensation financial

"and (c) an advisory vote on executive compensation."

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

Annual Meeting of Stockholders financial

"held its Annual Meeting of Stockholders, at which the stockholders voted upon"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Fuel Tech (FTEK) stockholders vote on at the 2026 annual meeting?

Fuel Tech stockholders voted on four director elections, ratification of RSM US LLP as independent registered public accounting firm, and an advisory, non-binding vote on executive compensation. All three proposals received the required stockholder approvals.

Were all Fuel Tech (FTEK) director nominees elected at the 2026 annual meeting?

Yes, all four director nominees were elected. Vincent J. Arnone, Douglas G. Bailey, Sharon L. Jones, and Dennis L. Zeitler each received more votes “for” than “withheld,” with additional broker non-votes recorded for each election.

How did Fuel Tech (FTEK) stockholders vote on the auditor ratification for RSM US LLP?

Stockholders strongly approved the ratification of RSM US LLP as Fuel Tech’s independent registered public accounting firm, with 19,552,321 votes for, 411,581 votes against, and 38,542 abstentions recorded for this proposal.

Was Fuel Tech (FTEK) executive compensation approved in the 2026 advisory vote?

Yes, stockholders approved Fuel Tech’s executive compensation on an advisory, non-binding basis. The proposal received 11,949,173 votes for, 637,014 against, 187,055 abstentions, and 7,278,620 broker non-votes at the annual meeting.

How many broker non-votes were recorded in Fuel Tech (FTEK) 2026 stockholder votes?

Broker non-votes totaled 7,278,620 for each applicable proposal, including the four director elections and the advisory vote on executive compensation, reflecting shares present but not voting on those specific matters.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 06/08/2026 - 04:02 PM

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) June 4, 2026

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 Stock	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))

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 4, 2026, 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, and Dennis L. Zeitler to the Company’s Board of Directors until the Company’s next Annual Meeting of Stockholders or until they resign or their respective successors are duly elected and qualified; (b) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm; and (c) an advisory vote on executive compensation.

The stockholders elected all four directors, 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, the Company’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	10,736,369	2,002,423	7,278,620
Douglas G. Bailey	9,855,836	2,879,056	7,278,620
Sharon L. Jones	12,340,114	397,103	7,278,620
Dennis L. Zeitler	12,323,119	411,581	7,278,620

Proposal 2: Ratification of RSM US LLP as the Company’s independent registered public accounting firm

For	Against	Abstain
19,552,321	411,581	38,542

Proposal 3: Advisory vote on executive compensation

For	Against	Abstain	Broker Non-Votes
11,949,173	637,014	187,055	7,278,620

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)

	By:	/s/ Bradley W. Johnson
		Bradley W. Johnson
Date: June 8, 2026		Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents