Item 9A. Controls and Procedures
ITEM 9A - CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”). Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Change in Internal Controls
There has been no change in the Company's internal control over financial reporting during the year covered by this report that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. As required by Rule 13a-15(c) under the Exchange Act, our management has carried out an evaluation, with the participation of the Chief Executive Officer and Principal Financial Officer, of the effectiveness of its internal control over financial reporting as of the end of the last fiscal year. The framework on which such evaluation was based is contained in the report entitled “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Report”) in 2013.
Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on its assessment, management has concluded that we maintained effective internal control over financial reporting as of December 31, 2023, based on criteria in “Internal Control - Integrated Framework” issued by the COSO in 2013.
ITEM 9B - OTHER INFORMATION
None
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PART III
ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this Item will be set forth under the captions “Election of Directors,” “Directors and Executive Officers of Fuel Tech,” “Compensation Committee,” “Audit Committee,” and “Financial Experts” in our definitive Proxy Statement related to the 2024 Annual Meeting of Stockholders (the “Proxy Statement”) and is incorporated by reference.
We have adopted a Code of Ethics and Business Conduct (the “Code”) that applies to all employees, officers and directors, including the Chief Executive Officer and Principal Financial Officer. A copy of the Code is available free of charge to any person on written or telephone request to our Legal Department at the address or telephone number described in Item 1 under the heading "Available Information." The Code is also available on our website at www.ftek.com .
Other information concerning our directors and executive officers and relating to corporate governance will be set forth under the captions “Election of Directors,” “Audit Committee,” “Compensation and Nominating Committee,” “Financial Experts,” “Corporate Governance” and “General” in our Proxy Statement related to the 2024 Annual Meeting of Stockholders and is incorporated by reference.
ITEM 11 - EXECUTIVE COMPENSATION
Information required by this Item will be set forth under the caption “Executive Compensation” in our definitive Proxy Statement and is incorporated by reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table provides information for all equity compensation plans as of the fiscal year ended December 31, 2023, under which our securities were authorized for issuance:
Plan Category
Number of Securities to be issued upon exercise of outstanding options and vesting of restricted stock units
Weighted-average exercise price of outstanding options
Number of securities remaining available for future issuance under equity compensation plan excluding securities listed in column (a)
(a)
(b)
(c)
Equity compensation plans approved by security holders
2,032,748
$
3.09
645,650
Further information required by this Item will be set forth under the caption “Principal Stockholders and Stock Ownership of Management” in the definitive Proxy Statement and is incorporated by reference.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item will be set forth under the captions “Compensation Committee Interlocks and Insider Participation” and “Certain Relationships and Related Transactions” in our definitive Proxy Statement and is incorporated by reference.
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this Item will be set forth under the caption “Approval of Appointment of Auditors” in our definitive Proxy Statement and is incorporated by reference.
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PART IV
ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
(1) Financial Statements
The financial statements identified below and required by Part II, Item 8 of this Form 10-K are set forth above.
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm (PCAOB ID: 49 )
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Operations for Years Ended December 31, 2023 and 2022
Consolidated Statements of Comprehensive Loss for Years Ended December 31, 2023 and 2022
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023 and 2022
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
All other schedules have been omitted because of the absence of the conditions under which they are required or because the required information, where material, is shown in the financial statements or the notes thereto.
(3) Exhibits
Incorporated by Reference
Exhibit
Description
Filed
Herewith
Form
Period
ending
Exhibit
Filing date
3.1
Certificate of Incorporation of Fuel Tech, Inc.
8-K
3.2
10/5/2006
3.2
Certificate of Conversion of Fuel Tech, Inc.
8-K
3.1
10/5/2006
3.3
Amended and Restated By-Laws of Fuel Tech, Inc. dated as of May 28, 2015
8-K
3.1
6/1/2015
4.1
Instrument Constituting US $19,200,000 Nil Coupon Non-Redeemable Convertible Unsecured Loan Notes of Fuel-Tech N.V., dated December 21, 1989
10-Q
9/30/2009
4.1
11/4/2009
4.2
First Supplemental Instrument Constituting US $3,000 Nil Coupon Non-Redeemable Convertible Unsecured Loan Notes of Fuel-Tech N.V., dated July 10, 1990
10-Q
9/30/2009
4.2
11/4/2009
4.3
Instrument Constituting US $6,000 Nil Coupon Non-Redeemable Convertible Unsecured Loan Notes of Fuel-Tech N.V., dated March 12, 1993
10-Q
9/30/2009
4.3
11/4/2009
4.4*
Fuel Tech, Inc. Incentive Plan as amended through June 3, 2004
S-8
4.1
10/2/2006
4.5*
Fuel Tech, Inc. 2014 Long-Term Incentive Plan
S-8
4.1
3/31/2014
4.6*
Fuel Tech, Inc. Form of Non-Executive Director Stock Option Agreement
10-K
12/31/2006
4.6
3/6/2007
4.7
Fuel Tech, Inc. Form of 2014 Long-Term Incentive Plan Non-Employee Director's Stock Option Agreement
10-Q
6/30/2014
4.2
8/11/2014
4.8*
Fuel Tech, Inc. Form of Common Stock Warrant
8-K
4.1
2/18/2021
4.9*
Fuel Tech, Inc. Form of Placement Agent Warrant
8-K
4.2
2/18/2021
4.10*
Fuel Tech, Inc. Form of Restricted Stock Unit Agreement (2014 Long-Term Incentive Plan)
10-Q
6/30/2014
4.1
8/11/2014
4.11*
Fuel Tech, Inc. Form of 2014 Long-Term Incentive Plan Stock Option Agreement
10-Q
3/31/2015
10.2
5/11/2015
4.12*
Form of 2023 Fuel Tech, Inc. Executive Performance RSU Agreement
8-K
99.1
5/10/2023
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Table of Contents
4.13*
Form of Change of Control Severance Agreement
8-K
99.2
5/10/2023
10.1
Form of Indemnity Agreement between Fuel Tech, Inc. and its Directors and Officers.
8-K
99.1
2/7/2007
10.2*
2022 Corporate Incentive Plan of Fuel Tech, Inc
8-K
99.1
4/11/2022
10.3*
2023 Corporate Incentive Plan of Fuel Tech, Inc.
8-K
99.1
3/3/2023
10.4*
2022 Corporate Objectives Plan of Fuel Tech, Inc
8-K
99.2
4/11/2022
10.5*
2023 Corporate Objectives Plan of Fuel Tech, Inc
8-K
99.2
3/3/2023
10.6*
2022 Fuel Tech, Inc. FUEL CHEM Officer Sales Commission Plan
8-K
99.2
12/14/2021
10.7*
2023 Fuel Tech, Inc. FUEL CHEM Officer Sales Commission Plan
8-K
99.2
12/12/2022
10.8*
2024 Fuel Tech, Inc. FUEL CHEM Officer Sales Commission Plan
8-K
99.2
12/08/2023
10.9*
2022 Fuel Tech, Inc. APC Officer and NSM Sales Commission Plan
8-K
99.1
12/14/2021
10.10*
2023 Fuel Tech, Inc. APC Officer and NSM Sales Commission Plan
8-K
99.1
12/12/2022
10.11*
2024 Fuel Tech, Inc. APC Officer and NSM Sales Commission Plan
8-K
99.1
12/08/2023
10.12*
Employment Agreement dated August 31, 2009, between William E. Cummings, Jr. and Fuel Tech, Inc.
10-K
12/31/2009
10.10
3/14/2010
10.13*
Employment Agreement, dated September 20, 2010 between Vincent J. Arnone and Fuel Tech, Inc.
10-K
12/31/2011
10.21
3/5/2012
10.14*
Engagement Letter, dated February 11, 2021, by and between Fuel Tech, Inc. and H.C. Wainwright & Co.
8-K
1.1
2/18/2021
10.15*
Employment Agreement, dated July 8, 1996, between Ellen T. Albrecht and Fuel Tech, Inc.
10-K
10.13
3/8/2022
10.16*
Form of Securities Purchase Agreement
8-K
10.1
2/18/2021
10.17*
Form of Registration Rights Agreement
8-K
10.2
2/18/2021
23.1
Consent of Independent Registered Public Accounting Firm.
X
31.1
Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certifications of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32
Certification of Chief Executive Officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97*
Fuel Tech, Inc. Policy for the Recovery of Erroneously Awarded Compensation (Effective November 2, 2023)
X
101.1 INS
Inline XBRL Instance Document.
101.2 SCH
Inline XBRL Taxonomy Extension Schema Document.
101.3 CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.4 DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.5 LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.6 PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)
*
Indicates a management contract or compensatory plan or arrangement.
**
Portions of this document have been omitted pursuant to a request for confidential treatment and the omitted information has been filed separately with the Securities and Exchange Commission.
ITEM 16 - FORM 10-K SUMMARY
None.
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SIGNATURES AND CERTIFICATIONS
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 thereunto duly authorized.
FUEL TECH, INC.
Date: March 11, 2024
By:
/s/ Vincent J. Arnone
Vincent J. Arnone
President and Chief Executive Officer
(Principal Executive Officer)
Date: March 11, 2024
By:
/s/ Ellen T. Albrecht
Ellen T. Albrecht
Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
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Table of Contents
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been duly signed below by the following persons on behalf of Fuel Tech, Inc. and in the capacities and on the date indicated.
Date: March 11, 2024
Signature
Title
/s/ Vincent J. Arnone
President and Chief Executive Officer
(Principal Executive Officer)
Vincent J. Arnone
/s/ Ellen T. Albrecht
Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
Ellen T. Albrecht
/s/ Douglas G. Bailey
Director
Douglas G. Bailey
/s/ Dennis L. Zeitler
Director
Dennis L. Zeitler
/s/ Sharon L. Jones
Director
Sharon L. Jones
45