Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 5.07 Submission of Matters to a Vote of Security Holders.
Ecolab's Annual Meeting of Stockholders (the "Annual Meeting") was held on
At the close of business on
The first proposal voted upon was the election of 13 Directors for a one-year term ending at the annual meeting in 2024. The 13 persons nominated by Ecolab's board of directors received the following votes and were elected:
FOR AGAINST ABSTAIN BROKER NON-VOTE
The second proposal voted upon was the ratification of the appointment of
BROKER FOR AGAINST ABSTAIN NON-VOTE 235,814,966 16,581,008 326,564 0 2
The third proposal was a vote to approve the
BROKER FOR AGAINST ABSTAIN NON-VOTE 217,647,143 17,300,992 2,599,954 15,174,449
The fourth proposal was a vote to approve an amendment to the
BROKER FOR AGAINST ABSTAIN NON-VOTE 235,788,967 1,243,788 515,334 15,174,449
The fifth proposal was a vote to approve, on an advisory basis, the compensation of the named executives disclosed in the Company's Proxy Statement. The proposal received the following votes and was approved:
BROKER FOR AGAINST ABSTAIN NON-VOTE 160,229,133 76,635,662 683,294 15,174,449
The sixth proposal was to vote, on an advisory basis, on the frequency of future stockholder advisory votes to approve named executive officer compensation. The proposal received the following votes:
1 YEAR 2 YEARS 3 YEARS ABSTAIN BROKER NON-VOTE 233,935,928 346,622 2,784,842 480,697 15,174,449
In light of these results and consistent with the previous recommendation and determination of the Company's board of directors, the Company will continue to hold a non-binding advisory vote on named executive officer compensation every one year until the next required advisory vote on the frequency of future stockholder advisory votes to approve named executive officer compensation, or until the board of directors otherwise determines that a different frequency for such votes is in the best interests of the Company.
The seventh proposal was a vote to approve a stockholder proposal regarding an independent board chair policy. The proposal received the following votes and was not approved: BROKER FOR AGAINST ABSTAIN NON-VOTE 106,056,007 129,915,599 1,576,483 15,174,449 3
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description Method of Filing (99.1) Ecolab Inc. News Release dated May 4, Filed herewith electronically. 2023. (104) Cover Page Interactive Data File. Embedded within the Inline XBRL document. 4
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