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
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ECOLAB INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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1-9328 |
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41-0231510 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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370 Wabasha Street North, Saint Paul, Minnesota |
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55102 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code 1-800-232-6522
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(Not applicable) |
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(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:
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For |
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Against |
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Abstain |
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Broker |
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Douglas M. Baker, Jr. |
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231,742,939 |
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7,754,897 |
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2,217,007 |
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20,656,661 |
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Barbara J. Beck |
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240,686,072 |
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774,399 |
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254,372 |
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20,656,661 |
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Leslie S. Biller |
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236,429,820 |
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5,008,202 |
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276,821 |
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20,656,661 |
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Carl M. Casale |
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240,242,887 |
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1,155,419 |
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316,537 |
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20,656,661 |
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Stephen I. Chazen |
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240,284,866 |
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1,150,226 |
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279,751 |
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20,656,661 |
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Jeffrey M. Ettinger |
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238,784,253 |
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2,610,111 |
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320,479 |
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20,656,661 |
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Jerry A. Grundhofer |
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234,830,084 |
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6,448,221 |
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436,538 |
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20,656,661 |
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Arthur J. Higgins |
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240,514,125 |
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927,674 |
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273,044 |
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20,656,661 |
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Joel W. Johnson |
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236,847,747 |
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4,458,451 |
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408,625 |
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20,656,681 |
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Michael Larson |
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227,136,118 |
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14,293,744 |
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284,981 |
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20,656,661 |
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Jerry W. Levin |
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235,221,268 |
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6,085,040 |
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408,535 |
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20,656,661 |
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Robert L. Lumpkins |
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236,727,427 |
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4,581,132 |
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406,284 |
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20,656,661 |
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Tracy B. McKibben |
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240,509,837 |
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936,303 |
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268,703 |
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20,656,661 |
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Victoria J. Reich |
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241,015,659 |
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431,017 |
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268,167 |
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20,656,661 |
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Suzanne M. Vautrinot |
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240,917,277 |
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515,993 |
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281,573 |
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20,656,661 |
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John J. Zillmer |
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240,543,477 |
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912,109 |
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259,257 |
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20,656,661 |
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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:
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For |
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Against |
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Abstain |
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Broker Non- |
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257,776,035 |
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4,059,066 |
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536,404 |
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0 |
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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:
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For |
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Against |
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Abstain |
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Broker Non- |
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235,891,848 |
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5,086,300 |
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736,695 |
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20,656,661 |
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The fourth proposal was a stockholder proposal requesting an independent board chair. The proposal received the following votes and was not approved:
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For |
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Against |
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Abstain |
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Broker Non- |
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37,497,867 |
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170,480,509 |
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33,736,467 |
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20,656,661 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
(99.1) Ecolab Inc. News Release dated May 7, 2015.
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.
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ECOLAB INC. | |
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Date: May 8, 2015 |
By: |
/s/ David F. Duvick |
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David F. Duvick |
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Assistant Secretary |