Ecolab Inc 8-K, filed May 8, 2020
Ecolab Inc. (ECL)
About this 8-K
Ecolab Inc filed this 8-K on May 8, 2020, reporting on events of May 7, 2020.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 7, 2020. 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 9, 2020, the record date of the Annual Meeting, Ecolab had 289,166,254 shares of common stock issued and outstanding. At the Annual Meeting, 88.56% 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 12 Directors for a one-year term ending at the annual meeting in 2021. The 12 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. | 221,481,166 | 12,860,351 | 2,446,310 | 19,311,528 |
Shari L. Ballard | 234,165,897 | 2,209,575 | 412,355 | 19,311,528 |
Barbara J. Beck | 231,580,869 | 4,835,589 | 371,369 | 19,311,528 |
Jeffrey M. Ettinger | 229,117,269 | 6,449,097 | 1,221,461 | 19,311,528 |
Arthur J. Higgins | 210,294,706 | 26,089,934 | 403,187 | 19,311,528 |
Michael Larson | 220,823,209 | 15,621,283 | 343,335 | 19,311,528 |
David W. MacLennan | 234,075,423 | 2,328,256 | 384,148 | 19,311,528 |
Tracy B. McKibben | 234,239,552 | 2,168,993 | 379,282 | 19,311,528 |
Lionel L. Nowell, III | 234,167,972 | 2,198,509 | 421,346 | 19,311,528 |
Victoria J. Reich | 229,332,686 | 7,063,057 | 392,084 | 19,311,528 |
Suzanne M. Vautrinot | 230,489,152 | 5,920,537 | 378,138 | 19,311,528 |
John J. Zillmer | 199,416,094 | 37,012,185 | 359,548 | 19,311,528 |
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, 2020. The proposal received the following votes and was approved:
For | Against | Abstain | |
238,203,151 | 17,449,341 | 446,863 | |
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 |
215,845,718 | 17,637,091 | 3,305,018 | 19,311,528 |
The fourth proposal was a vote to approve a stockholder proposal regarding proxy access. The proposal received the following votes and was not approved:
For | Against | Abstain | Broker Non-Votes |
77,581,507 | 157,538,275 | 1,668,045 | 19,311,528 |
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Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. | | | | |||
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| | Exhibit No. | | Description | | Method of Filing | ||
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| | (99.1) | | | Filed herewith electronically. | |||
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| | (104) | | Cover Page Interactive Data File. | | Embedded within the Inline XBRL document. | ||
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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. | |
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Date: May 8, 2020 | By: | /s/ David F. Duvick |
| | David F. Duvick |
| | Assistant Secretary |
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Exhibit 99.1
News Release
Ecolab Inc.
1 Ecolab Place
St. Paul, Minnesota 55102
www.ecolab.com
ECOLAB ANNUAL MEETING RESULTS ANNOUNCED
ST. PAUL, Minn. – May 7, 2020 – Ecolab Inc. announced today at its annual meeting of stockholders that the slate of twelve director nominees named in the company’s proxy statement was elected for a one-year term ending at its annual meeting of stockholders in May 2021.
In other business during today’s meeting, stockholders ratified the appointment of PricewaterhouseCoopers LLP as Ecolab's independent registered public accounting firm for 2020 and approved, on an advisory basis, the compensation of executives disclosed in the company’s proxy statement. Also at the meeting, a stockholder proposal regarding proxy access was not approved.
The final vote tabulation on all matters voted upon during today’s meeting will be reported to the U.S. Securities and Exchange Commission on a current report on Form 8-K and such report will be made available on the company’s website, www.investor.ecolab.com.
About Ecolab
A trusted partner at nearly three million commercial customer locations, Ecolab (ECL) is the global leader in driving business performance while protecting people and vital resources. With annual sales of $15 billion and 50,000 associates, Ecolab delivers comprehensive solutions, data-driven insights and on-site service to advance food safety, protect public health, optimize water and energy use, and improve operational efficiencies for customers in the food, healthcare, energy, hospitality and industrial markets in more than 170 countries around the world. www.ecolab.com.
Follow us on Twitter @ecolab, Facebook at facebook.com/ecolab, LinkedIn at Ecolab or Instagram at Ecolab Inc.
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Investor Contacts:
Michael Monahan
+1 651 250 2809
Andrew Hedberg
+1 651 250 2185
May 7, 2020
(ECL-C)