Form 8-K - Current report

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) December 7, 2023

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 5.02

Officer Sales Commission Plans

On December 7, 2023, the Compensation Committee (the “Committee”) of the Board of Directors of Fuel Tech, Inc. (“Fuel Tech” or the “Company”) took the following actions:

The Committee adopted Fuel Tech’s 2024 APC and National Sales Manager Commission Plan (the “APC Plan”) and 2024 FUEL CHEM® Officer Sales Commission Plan (the “FUEL CHEM” Plan). Each of the APC Plan and the FUEL CHEM Plan provide for sales commission payments to be made to Fuel Tech’s Senior Vice President, Sales (William E. Cummings, Jr.).

Under the APC Plan, Fuel Tech will pay to its Senior Vice President, Sales a commission equal to a specified percentage of the as-sold contract value of all sales of products and services in Fuel Tech’s APC product line in the United States and Canada. The FUEL CHEM Plan provides for sales commission payments to be made to Fuel Tech’s Senior Vice President, Sales. Under the FUEL CHEM Plan, Fuel Tech will pay to such officer a commission equal to a specified percentage of all net revenue realized for customer units located in the United States and Canada.

Copies of the APC Plan and the FUEL CHEM Plan are attached as Exhibits 99.1 and 99.2 to this Report on Form 8-K.

ITEM 9.01

Financial Statements and Exhibits

Exhibit No.	Description

99.1	2024 APC and National Sales Manager Commission Plan
99.2	2024 FUEL CHEM® Officer Sales Commission Plan
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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: December 8, 2023		Vice President, General Counsel and Secretary

Exhibit 99.1

FUEL TECH, INC.

2024 APC Officer and NSM Commission Plan

1.	OBJECTIVE; EFFECTIVE DATE

1.1. Objective. This 2024 Air Pollution Control (“APC”) Officer and NSM Commission Plan (“Plan”) describes the terms upon which Fuel Tech, Inc. (“Fuel Tech”) will compensate its Senior Vice President, Sales and its National Sales Manager, Sales for the sale of products and services relating to its APC line of business for sales occurring in the United States and Canada. The objective of this Plan is to increase the revenues and profitability of Fuel Tech by providing compensation incentives to its Senior Vice President, Sales and its National Sales Manager, Sales.

1.2. Effective Date. This Plan shall be effective as of January 1, 2024 and continue in effect through December 31, 2024, subject to the terms hereof.

2.	DEFINITIONS

“APC Product Line” – means any of the following product lines or services offered by Fuel Tech: (a) the ASCR product Line, (b) the SCR product Line, (c) the combustion modification product Line, (d) the HERT SNCR product line, (e) the NOxOUT® SNCR product Line, (f) the NOxOUT ULTRA® product Line, (g) catalyst and catalyst services, (h) turnkey installation services, (i) CFD modeling and (j) consulting Services.

“Commission” — means the commission paid to the Officer or NSM in accordance with this Plan.

“Eligible Employee” — means any Fuel Tech employee eligible for participation in the 2021 APC Employee Commission Plan, as such plan may be amended in Fuel Tech’s sole discretion.

“Employee Commission Plan” — means the 2024 APC Employee Commission Plan, as such plan may be amended in Fuel Tech’s sole discretion.

“NSM” — means Fuel Tech’s National Sales Manager, APC Sales.

“Officer” — means Fuel Tech’s Senior Vice President, Sales.

“Sales Contract” – means a comprehensive set of executed, legally binding documents between Fuel Tech and a customer, in form and substance acceptable to Fuel Tech.

“Specified Percentage” — means the confidential percentage rate provided to the Officer and the NSM together with this Plan.

3.	COMMISSION

3.1 Commission. For each Sales Contract involving the sale of equipment included in an APC Product Line in the United States and Canada, Fuel Tech shall pay to the Officer and the NSM a Commission equal to the Specified Percentage. A Commission shall only be payable on any such Sales Contract if a commission would be payable to an Eligible Employee under Fuel Tech’s 2024 APC Employee Commission Plan for such Sales Contract.

3.2 Payments. Following the end of each calendar quarter during which this Plan is in effect, Fuel Tech will determine the aggregate amount of Commission due to the Officer or NSM based upon Fuel Tech’s then-current internal accounting records in accordance with GAAP, and pay the Officer or NSM the amount of such Commission from the prior calendar quarter within forty-five (45) days, subject to any offsets.

4.	ADDITIONAL TERMS

4.1 Dispute Resolution. Disagreements or disputes between Fuel Tech and the Officer or NSM arising out of or relating to the interpretation of this Plan shall be submitted to the Chief Executive Officer for resolution. Such officers shall decide the issue in their sole and absolute discretion. Any such decision shall be final and binding.

4.2 Modification, Amendment or Termination. This Plan is subject to modification, amendment or termination at any time at the discretion of Fuel Tech. Fuel Tech shall provide the Officer and NSM with written notice of any such modification, amendment or termination.

4.3 No Effect on Employment. This Plan is not intended to and does not in any way alter the at-will nature of the Officer’s employment with Fuel Tech, nor does it constitute a guarantee of employment for a specified period. Employment with Fuel Tech is at will, which means that either the Officer, NSM or Fuel Tech may terminate the employment relationship at any time, with or without cause or prior notice. This Plan does not create a contractual relationship or any contractually enforceable rights between the Company or its wholly owned subsidiaries and the employee.

4.4 Disclaimer. This Plan is only valid for the year 2024. There is no guarantee that in 2024 or in subsequent years a commission plan or similar plan shall be adopted, and, if adopted, the terms, conditions and provisions of any such plan shall be determined in the sole and absolute discretion of the Compensation Committee of the Board of Directors of Fuel Tech.

Exhibit 99.2

FUEL TECH, INC.

2024 FUEL CHEM® Officer Commission Plan

1.	OBJECTIVE; EFFECTIVE DATE

1.1. Objective. This 2024 FUEL CHEM Officer Commission Plan (“Plan”) describes the terms upon which Fuel Tech, Inc. (“Fuel Tech”) will compensate its Senior Vice President, Sales for the sale of products and services relating to its FUEL CHEM line of business for sales occurring in the United States and Canada. The objective of this Plan is to increase the revenues and profitability of Fuel Tech by providing compensation incentives to its Senior Vice President, Sales.

1.2. Effective Date. This Plan shall be effective as of January 1, 2024 and continue in effect through December 31, 2024, subject to the terms hereof.

2.	DEFINITIONS

“Commercial Contract” – means a comprehensive set of executed, legally binding documents between Fuel Tech and a customer for the commercial operation of the FUEL CHEM program, in form and substance acceptable to Fuel Tech.

“Commission” — means the commission paid to the Officer in accordance with this Plan.

“Eligible Employee” — means any Fuel Tech employee eligible for participation in the 2024 FUEL CHEM Employee Commission Plan, as such plan may be amended in Fuel Tech’s sole discretion.

“Employee Commission Plan” — means the 2024 FUEL CHEM Employee Commission Plan, as such plan may be amended in Fuel Tech’s sole discretion.

“Net Revenue” – means, with respect to any customer unit all gross revenues actually recognized by Fuel Tech from the sale of the chemical portion of the FUEL CHEM program, the sale of availability fees or TIFI On Demand and the sale of miscellaneous equipment, less third-party sales commissions, duties, taxes (including, without limitation, applicable value-added tax, business tax or sales tax), cost of freight, fuel surcharges, upcharges, refunds, rebates, credits, risk-share forgiveness, write-offs for uncollectible amounts, discounts and returns and allowances, computed based upon Fuel Tech’s then-current internal accounting records in accordance with GAAP.

“Officer” — means Fuel Tech’s Senior Vice President, Sales.

“Specified Percentage” — means the confidential percentage rate provided to the Officer together with this Plan.

3.	COMMISSION

3.1 Commission. Fuel Tech shall pay to the Officer a Commission equal to the Specified Percentage, on a customer unit by customer unit basis, on Net Revenue pursuant to Commercial Contracts for customer units. A Commission shall only be payable on any such Sales Contract if a Commission would be payable to an Eligible Employee under Fuel Tech’s 2024 FUEL CHEM Employee Commission Plan.

3.2 Payments. Following the end of each calendar quarter during which this Plan is in effect, Fuel Tech will determine the aggregate amount of Commission due to the Officer based upon Fuel Tech’s then-current internal accounting records in accordance with GAAP, and pay the Officer the amount of such Commission from the prior calendar quarter within forty-five (45) days, subject to any offsets.

4.	ADDITIONAL TERMS

4.1 Dispute Resolution. Disagreements or disputes between Fuel Tech and the Officer arising out of or relating to the interpretation of this Plan shall be submitted to the Chief Executive Officer. Such officer shall decide the issue in his sole and absolute discretion. Any such decision shall be final and binding.

4.2 Modification, Amendment or Termination. This Plan is subject to modification, amendment or termination at any time at the discretion of Fuel Tech. Fuel Tech shall provide the Officer with written notice of any such modification, amendment or termination.

4.3 No Effect on Employment. This Plan is not intended to and does not in any way alter the at-will nature of the Officer’s employment with Fuel Tech, nor does it constitute a guarantee of employment for a specified period. Employment with Fuel Tech is at will, which means that either the Officer or Fuel Tech may terminate the employment relationship at any time, with or without cause or prior notice. This Plan does not create a contractual relationship or any contractually enforceable rights between the Company or its wholly owned subsidiaries and the employee.

Document And Entity Information	Dec. 07, 2023
Document Information [Line Items]
Entity, Registrant Name	FUEL TECH, INC.
Document, Type	8-K
Document, Period End Date	Dec. 07, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-33059
Entity, Tax Identification Number	20-5657551
Entity, Address, Address Line One	27601 Bella Vista Parkway
Entity, Address, City or Town	Warrenville
Entity, Address, State or Province	IL
Entity, Address, Postal Zip Code	60555-1617
City Area Code	630
Local Phone Number	845-4500
Title of 12(b) Security	Common Stock
Trading Symbol	FTEK
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000846913