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) June 20, 2017
ECOLAB INC.
(Exact name of registrant as specified in its charter)
Delaware |
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1-9328 |
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41-0231510 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
1 Ecolab Place, Saint Paul, Minnesota |
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55102 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code 1-800-232-6522
(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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On June 20, 2017, the Compensation Committee of the Board of Directors of Ecolab Inc., a Delaware corporation (“Ecolab”), approved Amendment No. 6 to the Ecolab Executive Death Benefits Plan (the “Plan”), which includes the Ecolab Inc. Administrative Document for Non-Qualified Benefit Plans (the “Administrative Document”). The participants in the Plan include each of Ecolab's named executive officers as well as a limited number of corporate officers and other executives who have been selected to participate in the Plan. Under the Plan, the beneficiary of a covered executive who was actively employed by Ecolab at the time of death is entitled to an executive death benefit equal to three times the executive’s annual compensation for the year preceding death, subject to a maximum benefit of $9,000,000. The beneficiary of a covered executive who was retired at the time of death is entitled to an executive death benefit equal to two times the executive’s average compensation for the five consecutive years of employment preceding retirement which yields the highest average compensation, subject to a maximum benefit of $750,000. Ecolab currently funds its obligations under the Plan through universal life insurance policies.
The aforementioned amendment to the Plan is applicable to the calculation of the death benefit payable to the beneficiary of an executive who was actively employed by Ecolab and covered by a universal life insurance policy at the time of death. The amendment changes the method for determining the amount of the annual incentive comprising a portion of the executive’s annual compensation for purposes of the death benefit calculation from the amount of the executive’s (a) annual incentive bonuses paid in cash which are reportable by Ecolab for federal income tax purposes as “wages” to (b) targeted annual incentive bonus at plan performance.
This summary of the Plan is qualified in its entirety by reference to the full text of the Plan and amendments thereto and the Administrative Document and amendments thereto, which are set forth in Item 9.01 below and incorporated by reference herein.
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Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits |
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10.1 |
(i) |
Ecolab Executive Death Benefits Plan, as amended and restated effective March 1, 1994 (incorporated by reference to Exhibit (10)H(i) of Ecolab’s Form 10-K Annual Report for the year ended December 31, 2006). (File No. 001-9328) See also Exhibit (10.2) hereof. |
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(ii) |
Amendment No. 1 to Ecolab Executive Death Benefits Plan, effective July 1, 1997 (incorporated by reference to Exhibit (10)H(ii) of Ecolab’s Form 10-K Annual Report for the year ended December 31, 1998). (File No. 001-9328) |
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(iii) |
Second Declaration of Amendment to Ecolab Executive Death Benefits Plan, effective March 1, 1998 (incorporated by reference to Exhibit (10)H(iii) of Ecolab’s Form 10-K Annual Report for the year ended December 31, 1998). (File No. 001-9328) |
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(iv) |
Amendment No. 3 to the Ecolab Executive Death Benefits Plan, effective August 12, 2005 (incorporated by reference to Exhibit (10)B of Ecolab’s Form 8-K dated December 13, 2005). (File No. 001-9328) |
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(v) |
Amendment No. 4 to the Ecolab Executive Death Benefits Plan, effective January 1, 2005 (incorporated by reference to Exhibit (10)H(v) of Ecolab’s Form 10-K Annual Report for the year ended December 31, 2009). (File No. 001-9328) |
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(vi) |
Amendment No. 5 to the Ecolab Executive Death Benefits Plan, effective May 6, 2015 (incorporated by reference to Exhibit 10.2 of Ecolab’s Form 10-Q for the quarter ended June 30, 2015). (File No. 001-9328) |
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(vii) |
Amendment No. 6 to the Ecolab Executive Death Benefits Plan, effective June 23, 2017. |
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10.2 |
(i) |
Ecolab Inc. Administrative Document for Non-Qualified Plans (Amended and Restated effective as of January 1, 2011) (incorporated by reference to Exhibit (10.16) of Ecolab’s Form 10-K Annual Report for the year ended December 31, 2011). (File No. 001-9328) |
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(ii) |
Amendment No. 1 to the Ecolab Inc. Administrative Document for Non-Qualified Plans effective as of January 1, 2013 (incorporated by reference to Exhibit (10.14)(II) of Ecolab’s Form 10-K Annual Report for the year ended December 31, 2013). (File No. 001-9328) |
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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: June 23, 2017 |
By: |
/s/ David F. Duvick |
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David F. Duvick |
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Assistant Secretary |
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Exhibit No. |
Description |
Method Of Filing |
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10.1 |
(i) |
Ecolab Executive Death Benefits Plan, as amended and restated effective March 1, 1994. See also Exhibit (10.2) hereof. |
Incorporated by reference to Exhibit (10)H(i) of Ecolab’s Form 10-K Annual Report for the year ended December 31, 2006. (File No. 001-9328)
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(ii) |
Amendment No. 1 to Ecolab Executive Death Benefits Plan, effective July 1, 1997. |
Incorporated by reference to Exhibit (10)H(ii) of Ecolab’s Form 10-K Annual Report for the year ended December 31, 1998. (File No. 001-9328)
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(iii) |
Second Declaration of Amendment to Ecolab Executive Death Benefits Plan, effective March 1, 1998. |
Incorporated by reference to Exhibit (10)H(iii) of Ecolab’s Form 10-K Annual Report for the year ended December 31, 1998. (File No. 001-9328)
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(iv) |
Amendment No. 3 to the Ecolab Executive Death Benefits Plan, effective August 12, 2005.
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Incorporated by reference to Exhibit (10)B of Ecolab’s Form 8-K dated December 13, 2005. (File No. 001-9328)
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(v) |
Amendment No. 4 to the Ecolab Executive Death Benefits Plan, effective January 1, 2005.
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Incorporated by reference to Exhibit (10)H(v) of Ecolab’s Form 10-K Annual Report for the year ended December 31, 2009. (File No. 001-9328)
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(vi) |
Amendment No. 5 to the Ecolab Executive Death Benefits Plan, effective May 6, 2015.
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Incorporated by reference to Exhibit 10.2 of Ecolab’s Form 10-Q for the quarter ended June 30, 2015. (File No. 001-9328)
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(vii) |
Amendment No. 6 to the Ecolab Executive Death Benefits Plan, effective June 23, 2017.
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Filed herewith electronically. |
10.2 |
(i) |
Ecolab Inc. Administrative Document for Non-Qualified Plans (Amended and Restated effective as of January 1, 2011). |
Incorporated by reference to Exhibit (10.16) of Ecolab’s Form 10-K Annual Report for the year ended December 31, 2011. (File No. 001-9328)
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(ii) |
Amendment No. 1 to the Ecolab Inc. Administrative Document for Non-Qualified Plans effective as of January 1, 2013. |
Incorporated by reference to Exhibit (10.14)(II) of Ecolab’s Form 10-K Annual Report for the year ended December 31, 2013. (File No. 001-9328) |
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Exhibit 10.1(vii)
AMENDMENT NO. 6
TO THE
ECOLAB EXECUTIVE DEATH BENEFITS PLAN
(As Amended and Restated effective March 1, 1994)
WHEREAS, Ecolab Inc. (the “Company”) has established and currently maintains the Ecolab Executive Death Benefits Plan (As Amended and Restated effective as of March 1, 1994) and as subsequently amended (the “Plan”); and
WHEREAS, the Company desires to amend the Plan to clarify the definition of earnings used to determine death benefits under the Plan, and to clarify the death benefit, for Executives for whom a life insurance policy has been procured to assist with funding the death benefits under the Plan.
NOW, THEREFORE, pursuant to Section 5.1 of the Ecolab Inc. Administrative Document for Non-Qualified Benefit Plans (the “Administrative Document”) and subject to Section 1.3 of the Plan, the Company hereby amends the Plan as set forth below. Words used herein with initial capital letters that are defined in the Plan or the Administrative Document are used herein as so defined.
1. Effective for purposes of determining Annual Compensation on and after January 1, 2017, a new Section 2.9 is added to the Plan:
“Section 2.9 “Annual Compensation” for an Executive for whom an EBUL Policy is maintained shall mean the sum of the Executive’s base salary and targeted annual incentive bonus at plan performance (but not long-term incentive bonuses) approved by the Compensation Committee of the Board of Directors of the Company prior to the most recent EBUL Policy underwriting or annual renewal date. Annual Compensation for an Executive for whom an EBUL Policy is not maintained shall be as defined in the Administrative Document.”
2. Effective for purposes of determining death benefits on and after January 1, 2017, Subsection (2)(a) of Section 3.2 of the Plan is amended by the addition of the following sentence:
“Provided, however, that in lieu of the benefit described in the preceding sentence, the Death Beneficiary of a deceased Executive who is covered by the provisions of this Section 3.2 and who is also covered by an EBUL Policy at death shall be entitled to receive a lump sum Executive Death Benefit in an amount equal to the lesser of (i) nine million dollars ($9,000,000) or (ii) three hundred percent (300%) of the Executive’s Annual Compensation.”
IN WITNESS WHEREOF, Ecolab Inc. has executed this Amendment No. 6 this 23rd day of June, 2017.
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ECOLAB INC. |
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/s/ Douglas M. Baker, Jr |
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Attest: |
/s/ David F. Duvick |
Douglas M. Baker, Jr. Chief Executive Officer
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David F. Duvick |
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