ECOLAB INC. - FORM 8-K - May 6, 2016

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EX-99.1 - EX-99.1 - ECOLAB INC.ecl-20160506ex99106694b.htm

 

 

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, 2016

 

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):

 

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

 

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

 

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

 

☐ 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, 2016.  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 close of business on March 8, 2016, the record date of the Annual Meeting, the Company had 293,636,755 shares of common stock issued and outstanding. At the Annual Meeting, 89% of the issued and outstanding shares of the Company’s common stock were represented in person or by proxy which constituted a majority of the issued and outstanding shares on the record date for the Annual Meeting. 

 

The first proposal voted upon was the election of 15 Directors for a one-year term ending at the annual meeting in 2017. The 15 persons nominated by the Company’s Board of Directors received the following votes and were elected:

 

 

 

 

 

 

 

For

Against

Abstain

Broker

Non-Votes

Douglas M. Baker, Jr.

227,635,927

10,828,756

2,566,577

21,103,210

Barbara J. Beck

236,357,288

4,188,640

485,332

21,103,210

Leslie S. Biller

234,154,667

6,362,905

513,688

21,103,210

Carl M. Casale

235,836,807

4,753,129

441,324

21,103,210

Stephen I. Chazen

239,231,689

1,280,017

519,554

21,103,210

Jeffrey M. Ettinger

234,885,476

5,690,028

455,756

21,103,210

Jerry A. Grundhofer

232,403,371

8,192,226

435,663

21,103,210

Arthur J. Higgins

235,832,287

4,422,789

776,184

21,103,210

Michael Larson

233,157,194

7,440,399

433,667

21,103,210

Jerry W. Levin

219,120,235

21,444,420

466,605

21,103,210

David W. MacLennan

237,799,744

2,763,776

467,740

21,103,210

Tracy B. McKibben

239,772,910

786,548

471,802

21,103,210

Victoria J. Reich

239,866,720

711,796

452,744

21,103,210

Suzanne M. Vautrinot

239,851,695

726,000

453,565

21,103,210

John J. Zillmer

234,439,943

6,036,765

554,552

21,103,210

 

 

 

 

 

 

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, 2016.  The proposal received the following votes and was approved:

 

 

 

 

For

Against

Abstain

Broker Non-Votes

257,887,898

3,732,993

513,579

0

 

 

 

 

The third proposal was to approve an amendment to the Ecolab Inc. 2001 Non-Employee Director Stock Option and Deffered Compensation Plan. The proposal received the following votes and was approved:

 

 

 

 

For

Against

Abstain

Broker Non-Votes

232,336,465

8,060,696

634,099

21,103,210

2

 

 

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:

 

 

 

 

For

Against

Abstain

Broker Non-Votes

230,417,918

7,571,180

3,042,162

21,103,210

 

 

 

 

The fifth proposal was a stockholder proposal regarding proxy access. The proposal received the following votes and was not approved:

 

 

 

 

For

Against

Abstain

Broker Non-Votes

67,612,117

171,555,798

1,863,345

21,103,210

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

(99.1)Ecolab Inc. News Release dated May 5, 2016.

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, 2016

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 5, 2016.

 

Filed herewith electronically.

 

 

 

 

 

 

 

 

5

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