Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 16 2020, Fuel Tech, Inc., a Delaware corporation (the "Company") held its Annual Meeting of Stockholders, at which the stockholders voted upon: (a) the election of Vincent J. Arnone, Douglas G. Bailey, Sharon L. Jones, James J. Markowsky, Thomas S. Shaw, Jr. and Dennis L. Zeitler to the Company's Board of Directors until the Company's next Annual Meeting of Stockholders or until they resign or their respective successors are duly elected and qualified; (b) a proposal (i) to adopt an amendment to the Company's Certificate of Incorporation to: effect a reverse stock split of the Company's outstanding Common Stock at a ratio of not less than one-for-five (1:5) and not more than one-for-twenty (1:20), and (ii) to reduce proportionately the shares of Common Stock authorized for issuance; (c) the ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm; and (d) an advisory vote on executive compensation.

The stockholders elected all six directors, approved the amendment to the Company's Certificate of Incorporation, approved the ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm and approved, on an advisory, non-binding basis, the Company's executive compensation.

The number of votes cast for or against (or withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below.

Proposal 1: Election of Directors



Director            For        Withheld  Broker Non-Votes

Vincent J. Arnone 12,763,297 803,217 6,575,749 Douglas G. Bailey 12,417,370 1,149,144 6,575,749 Sharon L. Jones 12,159,650 1,406,864 6,575,749 James J. Markowsky 11,581,133 1,985,381 6,575,749 Thomas S. Shaw, Jr. 12,087,481 1,479,033 6,575,749 Dennis L. Zeitler 12,159,954 1,406,560 6,575,749

Proposal 2: A proposal (i) to adopt an amendment to the Company's Certificate of Incorporation to: effect a reverse stock split of the Company's outstanding Common Stock at a ratio of not less than one-for-five (1:5) and not more than one-for-twenty (1:20), and (ii) to reduce proportionately the shares of Common Stock authorized for issuance.



For        Against   Abstain
17,618,710 2,406,974 117,588

Proposal 3: Ratification of RSM US LLP as the Company's independent registered public accounting firm



For        Against Abstain
19,674,784 339,855 128,624

Proposal 4: Advisory vote on executive compensation



For        Against   Abstain Broker Non-Votes
11,847,444 1,533,438 185,632 6,575,749

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