Delaware
(State or other jurisdiction
of incorporation)

001-33059
(Commission
File Number)

20-5657551
(IRS Employer
Identification No.)

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common

 FTEK

NASDAQ Capital Market 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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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))

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

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

Fuel Tech, Inc.
(Registrant)
 

Date: September 24, 2020 

By:  

/s/ Albert G. Grigonis  

Albert G. Grigonis

Senior Vice President, General Counsel and Secretary