8-KCorporate ChangesExhibits & Filings

ECOLAB INC. 8-K Report, Bylaw Amendment (Jan 2, 2013)

Filed January 2, 2013For Securities:ECL

Summary

Ecolab Inc. (ECL) filed an 8-K report on January 2, 2013, to disclose significant corporate actions related to its charter documents. The primary event was the filing of a Certificate of Elimination for its Series A Junior Participating Preferred Stock with the Delaware Secretary of State. This action was taken following the expiration of the company's Amended and Restated Rights Agreement on December 31, 2012. The elimination of this preferred stock series effectively returns the associated 400,000 reserved shares to their status as authorized but unissued preferred stock. In conjunction with the Certificate of Elimination, Ecolab also filed a Restated Certificate of Incorporation. This filing served to integrate and restate the company's charter provisions as of January 2, 2013, without introducing new amendments beyond those already established in the May 2012 Restated Certificate of Incorporation. These actions are administrative in nature, reflecting the termination of a shareholder rights plan and a consolidation of the company's foundational corporate documents.

Key Highlights

  • 1Ecolab filed a Certificate of Elimination for its Series A Junior Participating Preferred Stock.
  • 2This action was a direct result of the expiration of the company's shareholder rights agreement on December 31, 2012.
  • 3The filing returns 400,000 shares of Series A Junior Participating Preferred Stock to authorized but unissued status.
  • 4A new Restated Certificate of Incorporation was filed to reflect these changes and consolidate existing provisions.
  • 5The January 2013 Restated Certificate of Incorporation does not introduce new amendments beyond the May 2012 version.
  • 6These filings are primarily administrative and reflect a normal corporate governance process.
  • 7The event date for the earliest reported event is January 1, 2013.

Frequently Asked Questions

The main purpose of this 8-K filing is to report the administrative actions taken by Ecolab Inc. following the expiration of its shareholder rights agreement. Specifically, it announces the elimination of a series of preferred stock and the filing of an updated Restated Certificate of Incorporation.

Following the expiration of the rights agreement, Ecolab filed a Certificate of Elimination to remove the Series A Junior Participating Preferred Stock from its charter. The 400,000 shares reserved for this stock have now resumed their status as authorized but unissued shares of preferred stock.

No, this filing is primarily administrative and relates to corporate governance and charter documents. It does not disclose any new financial information, operational changes, or material business developments that would directly impact the company's performance.

The filing of the Restated Certificate of Incorporation integrates and restates the company's charter provisions as of January 2, 2013. It serves to consolidate existing terms and reflect the elimination of the Series A Preferred Stock, ensuring the company's foundational legal documents are current and accurate, without introducing new amendments beyond those previously established.