8-KLeadership ChangesShareholder MattersExhibits & Filings

ECOLAB INC. 8-K Report, Executive Changes (May 3, 2013)

Filed May 3, 2013For Securities:ECL

Summary

Ecolab Inc. (ECL) filed a Form 8-K on May 3, 2013, reporting on its Annual Meeting of Stockholders held on May 2, 2013. The primary focus of this filing is the outcome of several key shareholder votes. Most notably, shareholders approved amendments to the Ecolab Inc. 2010 Stock Incentive Plan, which included an increase in authorized shares, an extension of the plan's termination date, and adjustments to share counting and performance award vesting provisions. Additionally, the company reported the election of 13 directors, the ratification of PricewaterhouseCoopers LLP as the independent auditor for 2013, and advisory approval of executive compensation. Importantly, two shareholder proposals, one requesting enhanced stock retention policies for executives and another concerning political contributions, did not receive majority support from shareholders.

Key Highlights

  • 1Shareholders approved amendments to the Ecolab Inc. 2010 Stock Incentive Plan, including an increase of 17,000,000 shares and an extension of the plan's termination date.
  • 2All 13 nominated directors were elected for a one-year term ending at the 2014 annual meeting.
  • 3PricewaterhouseCoopers LLP was ratified as Ecolab's independent registered public accounting firm for the fiscal year ending December 31, 2013.
  • 4An advisory vote to approve executive compensation received majority shareholder support.
  • 5A shareholder proposal for a supplemental stock retention policy for senior executives was not approved.
  • 6A shareholder proposal for a new political contributions policy was not approved.

Frequently Asked Questions

Shareholders approved amendments that increase the aggregate number of shares issuable under the plan by 17,000,000, extend the plan's termination date by approximately three years, modify share counting for tax withholding, allow for compensation recovery, and change the basis for determining performance award vesting upon a change in control.

Yes, two shareholder proposals did not pass. One requested the Compensation Committee to adopt a supplemental stock retention policy for senior executives, and the other asked the Board to adopt a new political contributions policy incorporating company values and quarterly reporting.

The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013, was ratified by the shareholders.

Approximately 88.9% of Ecolab's outstanding shares of voting stock were represented in person or by proxy at the meeting.