Ecolab Inc - Current report filing (8-K)
December 07 2007 - 4:57PM
Edgar (US Regulatory)
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)
December 6, 2007
ECOLAB INC.
(Exact name of registrant as specified in its charter)
Delaware
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1-9328
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41-0231510
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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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)
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Registrants
telephone number, including area code
651-293-2233
(Not applicable)
(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 CFR 240.13e-4(c))
Item 5.03.
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
.
On December 6, 2007,
Ecolabs Board of Directors approved amendments to the Companys By-Laws to
change the vote standard for the election of directors from plurality to a
majority of votes cast in uncontested elections. In contested elections, the vote standard
will continue to be a plurality of votes cast.
Item 8.01.
Other Events
.
In addition, Ecolabs
Board approved an amendment to the Companys Corporate Governance Principles to
provide that director nominees who fail to receive the required number of votes
for re-election to the Board in accordance with the By-Laws will offer to
resign. The Board will publicly disclose
its decision regarding the resignation within ninety (90) days after the
results of the election are certified.
If the resignation is not accepted, the director will continue to serve
until the next annual meeting and until the directors successor is elected and
qualified.
Item 9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
(3) Ecolab Inc. By-Laws, as amended through
December 6, 2007.
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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.
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ECOLAB INC.
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Date: December 7, 2007
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By:
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/s/Sarah Z. Erickson
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By: Sarah Z. Erickson
Its: Assistant Secretary
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3
EXHIBIT
INDEX
Exhibit No.
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Description
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Method Of Filing
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(3)
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Ecolab Inc. By-Laws, as
amended through December 6, 2007.
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Filed herewith
electronically.
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