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Ecolab 8-K 2015

Documents found in this filing:

  1. 8-K
  2. Ex-99.1
  3. Graphic
  4. 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 7, 2015

 

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 7, 2015.  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% of the outstanding shares of our voting shares were represented in person or by proxy.  The first proposal voted upon was the election of 16 Directors for a one-year term ending at the annual meeting in 2016. The 16 persons nominated by our Board of Directors received the following votes and were elected:

 

 

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

Douglas M. Baker, Jr.

 

231,742,939

 

7,754,897

 

2,217,007

 

20,656,661

 

Barbara J. Beck

 

240,686,072

 

774,399

 

254,372

 

20,656,661

 

Leslie S. Biller

 

236,429,820

 

5,008,202

 

276,821

 

20,656,661

 

Carl M. Casale

 

240,242,887

 

1,155,419

 

316,537

 

20,656,661

 

Stephen I. Chazen

 

240,284,866

 

1,150,226

 

279,751

 

20,656,661

 

Jeffrey M. Ettinger

 

238,784,253

 

2,610,111

 

320,479

 

20,656,661

 

Jerry A. Grundhofer

 

234,830,084

 

6,448,221

 

436,538

 

20,656,661

 

Arthur J. Higgins

 

240,514,125

 

927,674

 

273,044

 

20,656,661

 

Joel W. Johnson

 

236,847,747

 

4,458,451

 

408,625

 

20,656,681

 

Michael Larson

 

227,136,118

 

14,293,744

 

284,981

 

20,656,661

 

Jerry W. Levin

 

235,221,268

 

6,085,040

 

408,535

 

20,656,661

 

Robert L. Lumpkins

 

236,727,427

 

4,581,132

 

406,284

 

20,656,661

 

Tracy B. McKibben

 

240,509,837

 

936,303

 

268,703

 

20,656,661

 

Victoria J. Reich

 

241,015,659

 

431,017

 

268,167

 

20,656,661

 

Suzanne M. Vautrinot

 

240,917,277

 

515,993

 

281,573

 

20,656,661

 

John J. Zillmer

 

240,543,477

 

912,109

 

259,257

 

20,656,661

 

 

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, 2015.  The proposal received the following votes and was approved:

 

For

 

Against

 

Abstain

 

Broker Non-
Votes

 

257,776,035

 

4,059,066

 

536,404

 

0

 

 

The third 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:

 

For

 

Against

 

Abstain

 

Broker Non-
Votes

 

235,891,848

 

5,086,300

 

736,695

 

20,656,661

 

 

2



 

The fourth proposal was a stockholder proposal requesting an independent board chair. The proposal received the following votes and was not approved:

 

For

 

Against

 

Abstain

 

Broker Non-
Votes

 

37,497,867

 

170,480,509

 

33,736,467

 

20,656,661

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)          Exhibits.

 

(99.1)         Ecolab Inc. News Release dated May 7, 2015.

 

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 8, 2015

By:

/s/ David F. Duvick

 

 

David F. Duvick

 

 

Assistant Secretary

 

4



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

Method Of Filing

(99.1)

 

Ecolab Inc. News Release dated May 7, 2015.

 

Filed herewith electronically.

 

5


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