Ecolab 8-K 2013
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 2, 2013
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code 1-800-232-6522
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
On May 2, 2013, our stockholders voted to amend and restate the Ecolab Inc. 2010 Stock Incentive Plan (the 2010 Plan). (See also Item 5.07 below.) The 2010 Plan became effective on May 6, 2010 and provides for the grant of stock options, stock appreciation rights, restricted stock awards, stock unit awards and performance awards to employees, consultants, advisors and independent contractors of the Company and its subsidiaries, as well as to non-employee directors of the Company. Several amendments to the 2010 Plan were approved by our stockholders, including amendments to increase the aggregate number of shares that may be issued by 17,000,000 shares, extend the termination date by approximately three years, amend share counting mechanics for shares tendered or withheld to satisfy tax withholding obligations, allow for compensation recovery in certain circumstances and change the basis for determining vesting and payout of a performance-based award upon a change in control to an assumed target level of performance rather than maximum level of performance. Unless terminated earlier, the 2010 Plan will terminate on May 2, 2023. This summary of the 2010 Plan is qualified in its entirety by reference to the full text of the 2010 Plan, a copy of which is attached as Exhibit (10.1) and incorporated by reference herein. A more detailed summary of the amendments and the 2010 Plan can also be found in our proxy statement for the 2013 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on March 15, 2013.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Ecolabs Annual Meeting of Stockholders was held on May 2, 2013. 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, 88.9% of the outstanding shares of our voting stock were represented in person or by proxy. The first proposal voted upon was the election of 13 Directors for a one-year term ending at the annual meeting in 2014. The 13 persons nominated by our Board of Directors received the following votes and were elected:
The second proposal voted upon was the ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the year ending December 31, 2013. The proposal received the following votes and was approved:
The third proposal was to approve amendments to the Ecolab Inc. 2010 Stock Incentive Plan. The proposal received the following votes and was approved:
The fourth proposal was an advisory vote to approve the compensation of the executives disclosed in the Proxy Statement. The proposal received the following votes and was approved:
The fifth proposal was a stockholder proposal requesting the Compensation Committee to adopt a supplemental policy on stock retention requirements for senior executives. The proposal received the following votes and was not approved:
The sixth proposal was a stockholder proposal requesting the Board of Directors to adopt a new political contributions policy requiring political contributions to incorporate company values and requesting quarterly reporting on political expenditures. The proposal received the following votes and was not approved:
Item 9.01 Financial Statements and Exhibits.
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.