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Ecolab 8-K 2011

Documents found in this filing:

  1. 8-K
  2. Ex-99.A
  3. Ex-99.B
  4. Graphic
  5. Graphic
  6. Graphic

 

 

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)  May 5, 2011

 

ECOLAB INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-9328

 

41-0231510

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

370 Wabasha Street North, Saint Paul, Minnesota

 

55102

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code  1-800-232-6522

 

(Not applicable)

(Former name or former address, if changed since last report.)

 

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 provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

 

 

 



 

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

 

Ecolab’s Annual Meeting of Stockholders was held on May 5, 2011.  A copy of the News Release issued by Ecolab in connection with this report under Item 5.07 is attached as Exhibit (99)A.

 

At the meeting, 86.6% of the outstanding shares of our voting stock were represented in person or by proxy.  The first proposal voted upon was the election of four Class I Directors for a term ending at the annual meeting in 2013. The four persons nominated by our Board of Directors received the following votes and were elected:

 

Name

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

Douglas M. Baker, Jr.

 

177,205,654

 

7,896,519

 

159,030

 

15,768,962

 

Barbara J. Beck

 

181,320,420

 

3,764,083

 

176,700

 

15,768,962

 

Jerry W. Levin

 

178,301,763

 

6,781,640

 

177,800

 

15,768,962

 

Robert L. Lumpkins

 

179,540,273

 

5,553,640

 

167,290

 

15,768,962

 

 

In addition, the terms of office of the following directors continued after the meeting:  Class II Directors for a term ending in 2012 — Leslie S. Biller, Jerry A. Grundhofer, Victoria J. Reich and John J. Zillmer; and Class III Directors for a term ending in 2013 — Arthur J. Higgins, Joel W. Johnson and C. Scott O’Hara.

 

The second proposal voted upon was the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011.  The proposal received the following votes and was approved:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

198,590,103

 

2,291,663

 

148,399

 

0

 

 

The third proposal was to approve amendments to the Ecolab Stock Purchase Plan.  The proposal received the following votes and was approved:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

182,363,736

 

2,585,043

 

312,424

 

15,768,962

 

 

The fourth proposal was an advisory vote on approval of the compensation of executives disclosed in the Proxy Statement.  The proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

180,619,999

 

2,857,414

 

1,783,790

 

15,768,962

 

 

The fifth proposal was an advisory vote on the frequency of future stockholder advisory votes on executive compensation.  The proposal received the following votes:

 

1-Year

 

2-Years

 

3-Years

 

Abstain

 

Broker Non-Votes

 

160,907,070

 

2,379,850

 

20,634,493

 

1,339,790

 

15,768,962

 

 

The sixth proposal was a stockholder proposal requesting the Board of Directors to adopt a policy on the human right to water. The proposal received the following votes and was not approved:

 

For

 

Against

 

Abstain

 

Broker Non-votes

 

8,035,356

 

151,028,157

 

26,197,690

 

15,768,962

 

 

2



 

The seventh proposal was a stockholder proposal requesting the Board to take action to eliminate super-majority voting.  The proposal received the following votes and was approved:

 

For

 

Against

 

Abstain

 

Broker Non-votes

 

123,995,463

 

60,457,845

 

807,895

 

15,768,962

 

 

Item 8.01.

Other Events.

 

 

 

On May 5, 2011, Ecolab announced Board of Director authorization to repurchase up to 15,000,000 additional shares of its common stock.  The purchases will be conducted in the open market; in privately negotiated transactions from time-to-time, depending on market conditions; and through purchases made in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.  Ecolab last increased its stock repurchase program in February 2010.

 

 

 

A copy of the News Release issued by Ecolab in connection with this report under Item 8.01 is attached as Exhibit (99)B and incorporated by reference herein.

 

 

Item 9.01 Financial Statements and Exhibits.

 

 

(d)  Exhibits.

 

(99)A.  Ecolab Inc. News Release dated May 5, 2011.

 

(99)B.   Ecolab Inc. News Release dated May 5, 2011.

 

3



 

SIGNATURE

 

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.

 

 

 

ECOLAB INC.

 

 

 

 

Date: May 6, 2011

By:

/s/Michael C. McCormick

 

 

Michael C. McCormick

 

 

Assistant Secretary

 

4



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

Method Of Filing

 

 

 

 

 

(99)A.

 

Ecolab Inc. News Release dated May 5, 2011.

 

Filed herewith electronically.

 

 

 

 

 

(99)B.

 

Ecolab Inc. News Release dated May 5, 2011.

 

Filed herewith electronically.

 

5


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