Fuel Tech, Inc. (FTEK) Earnings Call Transcript & Summary

Good morning, everyone, and welcome. I'm Vince Arnone, the Chief Executive Officer and Chairman of Fuel Tech. We welcome you to our annual stockholder meeting. I would like to thank you for attending today's meeting. As we said when the company announced the adjournment of the annual stockholder meeting to June 16, we will be confining the business of the meeting to the items on the agenda. I won't be making any comments about the performance of the company. You can listen to our second quarter earnings call last month, using the link on the company's web page. And I would refer you to that site. We are going to commence today's meeting with voting for the election of directors and other proposals contained in our 2020 proxy statement. But first, let's attend to a few formalities. And for that, I would like to introduce Al Grigonis, our Senior Vice President and General Counsel, who is serving as secretary of this meeting. Al, please go ahead.

Thanks, Vince. Computershare Shareowner Services has been appointed the inspector of elections for this meeting. Most of you have already voted your proxy or your proxy votes have already been tallied. If you're a stockholder of record or a beneficial stockholder holding a legal proxy from your bank or broker and you want to vote your shares now or change your vote, ballots are available at the voting table. Filling a ballot and giving it to the person manning the voting table will revoke any earlier proxy you gave. The polls are now open and will close in a few moments.

Thanks, Al. Now I'd like to introduce the other nominees for the Board of Directors who are attending the meeting by teleconference today. Douglas G. Bailey, Sharon L. Jones, James J. Markowsky, Thomas S. Shaw, Jr., and Dennis L. Zeitler. Also with us today by teleconference is Teresa Zagar, representing RSM US LLP, our independent auditors; and Courtney Lamb of Computershare Shareholder Services, our inspector of election. And now I'd like to call the 2020 Annual Stockholders' Meeting to order. I'll be serving as the Chair of the meeting and Al Grigonis will be serving as the secretary. As Chair of the meeting, I have adopted an agenda that will govern the order of business and the rules of conduct for the meeting. Copies of the agenda and the rules are available at the reception table outside the meeting room. Now I'll walk us through the formal meeting. The notice of the meeting and Internet availability of the proxy materials were mailed by Broadridge Corporation beginning April 3, 2020, and it went to all stockholders of record as of March 23, 2020. As a result, the meeting is being held pursuant to proper notice. Proxies representing more than 1/3 of the 24,591,955 shares of the company's stock that are eligible to vote have been received. This means we have a quorum present, and the meeting is duly constituted and will proceed. This morning, we have 4 management proposals for you to consider. They were all described in the proxy statement for today's meeting. The first item is the election of directors. The following 6 people have been properly nominated by the Board: Vincent J. Arnone, Douglas G. Bailey, Sharon L. Jones, James J. Markowsky, Thomas S. Shaw, Jr., and Dennis L. Zeitler. The Board recommends a vote for each of them. As the second item, we ask that you approve a proposal to adopt an amendment to the company's certificate of incorporation to effect a reverse stock split of our outstanding common stock at a ratio of not less than 1 for 5 and not more than 1 for 20 and to reduce proportionately the shares of common stock authorized for issuance. The Board recommends a vote for that proposal. As the third item, we ask that you ratify selection of the company's independent auditor, RSM US LLP. The Board recommends a vote for that proposal. The fourth and last item is an advisory vote to approve executive compensation, as disclosed in the company's proxy statement. The Board recommends a vote for this proposal. The discussion of the matters for stockholder consideration is now closed, and the polls are also now closed. So now I'll share with you the preliminary voting tabulation. First, the 6 nominees on the ballot to become a director [Audio Gap]