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Ecolab 8-K 2012

Documents found in this filing:

  1. 8-K
  2. Ex-3.1
  3. Ex-99.1
  4. Graphic
  5. 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 3, 2012

 

ECOLAB INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-9328

 

41-0231510

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

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 13a-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

 

 

 



 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

At the annual meeting of the stockholders of the Company held on May 3, 2012, the Company’s stockholders approved an amendment and restatement of the Restated Certificate of Incorporation of the Company to eliminate super-majority voting.  On May 3, 2012, the Company filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware removing the former Article VI in order to eliminate super-majority voting.

 

A copy of the Company’s Restated Certificate of Incorporation, as so amended and restated, is included as Exhibit (3.1) to this Current Report on Form 8-K and is incorporated herein by reference.

 

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

 

Ecolab’s Annual Meeting of Stockholders was held on May 3, 2012.  A copy of the News Release issued by Ecolab in connection with this report under Item 5.07 is attached as Exhibit (99.1).

 

At the meeting, 88.98% of the outstanding shares of our voting stock were represented in person or by proxy.  The first proposal voted upon was the election of five Class II Directors for a term ending at the annual meeting in 2013. The five persons nominated by our Board of Directors received the following votes and were elected:

 

Name

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

Leslie S. Biller

 

232,724,262

 

7,928,748

 

112,001

 

18,886,676

 

Jerry A. Grundhofer

 

232,628,547

 

8,024,818

 

111,646

 

18,886,676

 

Michael Larson

 

217,972,584

 

22,684,090

 

108,337

 

18,886,676

 

Victoria J. Reich

 

234,670,068

 

5,936,243

 

158,700

 

18,886,676

 

John J. Zillmer

 

234,456,964

 

6,198,079

 

109,968

 

18,886,676

 

 

In addition, the terms of office of the following directors continued after the meeting:  Class I Directors for a term ending in 2013 — Douglas M. Baker, Jr., Barbara J. Beck, Jerry W. Levin, Robert L. Lumpkins and Mary M. VanDeWeghe; and Class III Directors for a term ending in 2013 — Arthur J. Higgins, Joel W. Johnson, C. Scott O’Hara and Daniel S. Sanders.

 

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, 2012.  The proposal received the following votes and was approved:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

256,878,173

 

2,696,580

 

76,934

 

0

 

 

The third proposal was approval of the Ecolab Inc. Restated Certificate of Incorporation to eliminate super-majority voting.  The proposal received the following votes and was approved:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

239,172,524

 

1,271,395

 

320,544

 

18,887,224

 

 

2



 

The fourth proposal was an advisory vote to approve the compensation of executives disclosed in the Proxy Statement.  The proposal received the following votes and was approved:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

235,522,675

 

3,844,045

 

1,397,743

 

18,887,224

 

 

The fifth proposal was a stockholder proposal requesting the Board of Directors to provide an annual advisory vote on electioneering, political contributions and communication expenditures.  The proposal received the following votes and was not approved:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

10,273,965

 

205,112,730

 

25,377,768

 

18,887,224

 

 

The sixth proposal was a stockholder proposal requesting the Board to adopt a rule to redeem any current or future stockholder rights plan unless such plan is submitted to a stockholder vote within 12 months.  The proposal received the following votes and was approved:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-votes

 

 

 

165,036,244

 

74,727,238

 

1,001,529

 

18,886,676

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)          Exhibits.

 

(3.1)

Restated Certificate of Incorporation of Ecolab Inc.

 

 

(99.1)

Ecolab Inc. News Release dated May 3, 2012.

 

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 4, 2012

By:

/s/ David F.Duvick

 

 

David F. Duvick

 

 

Assistant Secretary

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

Method Of Filing

 

 

 

 

 

(3.1)

 

Restated Certificate of Incorporation of Ecolab Inc.

 

Filed herewith electronically.

 

 

 

 

 

(99.1)

 

Ecolab Inc. News Release dated May 3, 2012.

 

Filed herewith electronically.

 

4


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