Form 8-K FUEL TECH, INC. For: Mar 10
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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) March 10, 2015
FUEL TECH, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33059 | 20-5657551 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(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)
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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 13, 2015, Fuel Tech, Inc. (“Fuel Tech” or the “Registrant”) issued the press release attached as Exhibit 99.1 to this Report announcing that, on March 10, 2015, Fuel Tech’s Board of Directors (“Board”) made two executive appointments having effect on April 1, 2015. The Board appointed Douglas G. Bailey to serve as Executive Chairman of Fuel Tech and Vincent J. Arnone to serve as President and Chief Executive Officer. In addition, in recognition of his key leadership roles in the management of Fuel Tech and long experience with Fuel Tech, the Board appointed Mr. Arnone to be a member of the Board.
In connection with his appointment, Mr. Bailey shall continue to perform the duties of Chairman of the Board. Mr. Bailey, who shall remain as an officer and employee of Fuel Tech, also shall be active in certain of Fuel Tech’s operations concentrating his efforts on strategic opportunities for Fuel Tech assigned by and under the direction of the Board including Fuel Tech’s fuel conversion business development initiative. Prior to this appointment, Mr. Bailey served Fuel Tech as its President and Chief Executive Officer since April 1, 2010. Mr. Bailey has been Chairman of the Board of Fuel Tech since January 2010, director of Fuel Tech since April 1998 and was Deputy Chairman from 2002 through December 2009.
As Executive Chairman, under Mr. Bailey’s existing employment agreement, Fuel Tech shall pay Mr. Bailey an annualized base salary of $400,000 prorated to his April 1, 2015 appointment date. 2015 short-term incentive and long-term incentive compensation for Mr. Bailey, as Executive Chairman, has yet to be determined.
In his capacity as President and Chief Executive Officer, Mr. Arnone shall have responsibility for general management and control of Fuel Tech’s affairs and business. Prior to these appointments, Mr. Arnone served Fuel Tech as its Executive Vice President and Chief Operating Officer since January 2014; served as Fuel Tech’s Executive Vice President of Worldwide Operations from September 2010 through December 2013; provided consulting services to Fuel Tech from time to time from June 2008 through August 2010; served as Fuel Tech’s Treasurer and Chief Financial Officer from December 2003 through May 2008; and served as Fuel Tech’s Controller and Financial Director from May 1999 through November 2003.
As President and Chief Executive Officer, under Mr. Arnone’s existing employment agreement, Fuel Tech shall pay Mr. Arnone an annualized base salary of $425,000 prorated to the April 1, 2015 appointment date. Also, in connection with his appointment as President and Chief Executive Officer, Fuel Tech has agreed to grant Mr. Arnone 75,000 time vested restricted stock units (RSUs) with a grant date of April 1, 2015, pursuant to the terms and conditions of the Fuel Tech, Inc. 2014 Long-Term Incentive Plan (2014 LTIP) and Fuel Tech’s standard time vested RSU Award Agreement under the 2014 LTIP. Such grant includes a vesting schedule that provides for vesting of one-third of the granted RSUs on the grant date, one-third on the first anniversary of the grant date and the remaining one-third vesting on the second anniversary of the grant date. 2015 short-term incentive and long-term incentive compensation for Mr. Arnone, as President and Chief Executive Officer, has yet to be determined.
Other than as stated above, there is no arrangement or understanding as to either Mr. Arnone’s or Mr. Bailey’s employment with the Registrant, or with its directors and officers.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit 99.1 | Press Release of Fuel Tech, Inc., dated March 13, 2015. |
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: March 13, 2015 | By: | /s/ Albert G. Grigonis | ||||
| Albert G. Grigonis | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||
Exhibit 99.1
| CONTACT: | David S. Collins | Devin Sullivan | ||
| Chief Financial Officer | Senior Vice President | |||
| (630) 845-4500 | The Equity Group Inc. | |||
| (212) 836-9608 | ||||
| Kalle Ahl | ||||
| Senior Associate | ||||
| The Equity Group Inc. | ||||
| (212) 836-9614 | ||||
FUEL TECH ANNOUNCES EXECUTIVE LEADERSHIP TRANSITION
Douglas G. Bailey Named Executive Chairman of the Board
Vincent J. Arnone Promoted to President and CEO
WARRENVILLE, Ill., March 13, 2015 – Fuel Tech, Inc. (NASDAQ: FTEK), a world leader in advanced engineering solutions for the optimization of combustion systems and emissions control in utility and industrial applications, today announced an executive leadership transition in accordance with the long-term succession planning process of the Company’s Board of Directors to ensure multi-year management continuity and leadership excellence at Fuel Tech.
Douglas G. Bailey, who has served as Fuel Tech’s President and CEO since April 1, 2010, and Chairman of the Board since January 1, 2010, will become Executive Chairman of the Board effective April 1, 2015. In addition to performing his duties as Executive Chairman, Mr. Bailey will concentrate on major strategic opportunities for Fuel Tech, including the Company’s fuel conversion business development initiative.
Concurrently, Vincent J. Arnone, Executive Vice President and Chief Operating Officer of the Company since January 2014 and a Fuel Tech executive for 16 years, will succeed Mr. Bailey as President and CEO. Mr. Arnone has also been appointed to Fuel Tech’s Board of Directors. Both appointments are effective as of April 1, 2015.
Mr. Arnone’s career with Fuel Tech began in May 1999 and he has held roles of increasing responsibility, including Corporate Controller, Chief Financial Officer, Executive Vice President Worldwide Operations and, most recently, Chief Operating Officer. During his tenure, Mr. Arnone authored and implemented global business and operating strategies, enhanced the Company’s strategy and business in China, and ensured the highest levels of client service for Fuel Tech’s business segments.
Mr. Bailey commented, “It has been a privilege to serve as Fuel Tech’s President and CEO for the last five years, and I very much look forward to continuing to work with Vince, the executive team and the Board of Directors as Executive Chairman. Vince has been an integral part of our executive team for 16 years, and has earned our admiration and respect. In his role as the principal operations officer of the Company for more than four years, the contributions Vince has made and the experience he has gained have been significant. I am confident in his readiness to succeed in his new role, and expect that his demonstrated leadership abilities and dedication to our mission will help to advance the Company towards its next chapter of growth and success.”
Mr. Arnone commented, “I am honored to succeed Doug Bailey, and I am enthusiastic at the opportunity to lead the continuing evolution of our Company. My commitment in this new role is fully aligned with the vision, mission and values of Fuel Tech. Our organization is comprised of a talented, dedicated group of professionals with whom I have worked very closely during my career. With this team, I am confident that we will effectively address the challenges and capitalize on the opportunities that lie ahead.”
About Fuel Tech
Fuel Tech is a leading technology company engaged in the worldwide development, commercialization and application of state-of-the-art proprietary technologies for air pollution control, process optimization, and advanced engineering services. These technologies enable customers to produce both energy and processed materials in a cost-effective and environmentally sustainable manner.
The Company’s nitrogen oxide (NOx) reduction technologies include advanced combustion modification techniques - such as Low NOx Burners and Over-Fire Air systems - and post-combustion NOx control approaches, including NOxOUT® and HERT™ SNCR systems, ASCR™ Advanced Selective Catalytic Reduction systems, NOxOUT-SCR®, NOxOUT CASCADE®, and I-NOx™ Integrated NOx Reduction Systems, which utilize various combinations of these systems, along with the ULTRA™ process for safe ammonia generation. These technologies have established Fuel Tech as a leader in NOx reduction, with installations on over 800 units worldwide, where coal, fuel oil, natural gas, municipal waste, biomass and other fuels are utilized.
Fuel Tech’s technologies for particulate control include Electrostatic Precipitator (ESP) products and services include ESP Inspection Services, Performance Modeling, Performance and Efficiency Upgrades, along with complete turnkey capability for ESP retrofits, with more than 60 major rebuilds on units up to 700 MW. Flue gas conditioning (FGC) systems include treatment using sulfur trioxide (SO3) and ammonia (NH3) based conditioning to improve the performance of ESPs by modifying the properties of the fly ash particle. FGC systems offer a lower capital cost approach to improving ash particulate capture versus the alternative of installing larger ESPs or utilizing fabric filter technology to meet targeted emissions and opacity limits. Fuel Tech’s particulate control technologies have been installed on more than 125 units worldwide.
The Company’s FUEL CHEM® technology revolves around the unique application of chemicals to improve the efficiency, reliability, fuel flexibility and environmental status of combustion units by controlling slagging, fouling, corrosion, opacity and operational issues associated with sulfur trioxide, ammonium bisulfate, particulate matter (PM2.5), carbon dioxide and NOx. The Company has experience with this technology, in the form of a customizable FUEL CHEM program, on over 110 combustion units burning a wide variety of fuels including coal, heavy oil, biomass, and municipal waste.
Fuel Tech also provides a range of combustion optimization services, including airflow testing, coal flow testing and boiler tuning, as well as services to help optimize selective catalytic reduction system performance, including catalyst management services and ammonia injection grid tuning. In addition, flow corrective devices and physical and computational modeling services are available to optimize flue gas distribution and mixing in both power plant and industrial applications.
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. These capabilities, coupled with the Company’s innovative technologies and multi-disciplined team approach, enable Fuel Tech to provide practical solutions to some of our customers’ most challenging problems. For more information, visit Fuel Tech’s web site at www.ftek.com.
This press release may contain statements of a forward-looking nature regarding future events. These statements are only predictions and actual events may differ materially. Please refer to documents that Fuel Tech files from time to time with the Securities and Exchange Commission for a discussion of certain factors that could cause actual results to differ materially from those contained in the forward-looking statements.
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