Fuel Tech (FTEK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 5, 2025, to elect four directors, ratify the appointment of RSM US LLP as auditor, and hold an advisory vote on executive compensation.

• Shareholders of record as of April 8, 2025, are entitled to vote; 30,769,258 shares outstanding.

• Proxy materials are available online to reduce environmental impact; voting can be done by mail, phone, or internet.

• Forward-looking statements highlight risks such as contract awards, market shifts, regulatory changes, and global events.

Voting matters and shareholder proposals

• Proposals include election of four directors, auditor ratification, and advisory say-on-pay vote.

• Board recommends voting FOR all nominees and proposals.

• No shareholder proposals were received for the 2025 meeting.

• Shareholder proposals for 2026 must be received by December 16, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of four nominees: Vincent J. Arnone (CEO, not independent), Douglas G. Bailey, Sharon L. Jones, and Dennis L. Zeitler (all independent).

• All committees (Audit, Compensation, Nominating and Corporate Governance) are composed entirely of independent directors.

• Board leadership combines CEO and Chairman roles; lead independent director role not filled due to board size.

• Annual review confirms director independence per NASDAQ standards.

• Code of Business Ethics and Conduct in place; periodic ethics training and anonymous hotline available.