ecl_8K_Annual_Meeting_Results

 

 

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 2, 2019

 

ECOLAB INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Delaware

 

1-9328

 

41-0231510

(State or other jurisdiction
of incorporation)

 

(Commission
File  No.)

 

(IRS Employer
Identification No.)

 

 

 

 

1 Ecolab Place, 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.)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

    

Trading symbol(s)

    

Name of each exchange on which registered

Common Stock, $1.00 par value

2.625% Euro Notes due 2025

1.000% Euro Notes due 2024

 

ECL

ECL 25

ECL 24

 

New York Stock Exchange, Inc.

New York Stock Exchange, Inc.

New York Stock Exchange, Inc.

 

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 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 


 

 

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

 

Ecolab’s Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 2, 2019.  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 5, 2019, the record date of the Annual Meeting, Ecolab had 288,366,583 shares of common stock issued and outstanding.  At the Annual Meeting, 90.46% of the issued and outstanding shares of Ecolab’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 13 Directors for a one-year term ending at the annual meeting in 2020. The 13 persons nominated by Ecolab’s board of directors received the following votes and were elected:

 

 

 

 

 

 

 

 

For

Against

Abstain

Broker

Non-Votes

Douglas M. Baker, Jr.

226,674,827

10,164,624

1,947,420

22,079,955

Shari L. Ballard

238,281,909

263,023

241,939

22,079,955

Barbara J. Beck

233,488,879

5,056,136

241,856

22,079,955

Leslie S. Biller

231,835,839

6,677,041

273,991

22,079,955

Jeffrey M. Ettinger

234,347,497

3,578,467

860,907

22,079,955

Arthur J. Higgins

163,300,431

75,217,276

269,164

22,079,955

Michael Larson

235,007,913

3,520,942

258,016

22,079,955

David W. MacLennan

235,891,902

2,643,868

251,101

22,079,955

Tracy B. McKibben

237,253,996

1,253,616

279,259

22,079,955

Lionel L. Nowell, III

238,195,069

331,301

260,501

22,079,955

Victoria J. Reich

232,730,020

5,810,992

245,859

22,079,955

Suzanne M. Vautrinot

237,174,701

1,366,363

245,807

22,079,955

John J. Zillmer

226,427,635

12,103,167

256,069

22,079,955

 

The second proposal voted upon was the ratification of the appointment of PricewaterhouseCoopers LLP as Ecolab’s independent registered public accounting firm for the year ending December 31, 2018.  The proposal received the following votes and was approved:

 

 

 

 

 

For

Against

Abstain

 

248,604,446

11,859,144

403,236

 

 

The third proposal was a vote to approve, on an advisory basis, 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

218,587,543

19,342,897

856,431

22,079,955

 

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

 

For

Against

Abstain

Broker Non-Votes

50,664,813

180,292,133

7,829,925

22,079,955

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Item 9.01 Financial Statements and Exhibits.

 

 

 

 

 

(d)

Exhibits.

 

 

 

 

 

 

(99.1)

Ecolab Inc. News Release dated May 2, 2019.

 

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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 3, 2019

By:

/s/ David F. Duvick

 

 

David F. Duvick

 

 

Assistant Secretary

 

 

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