Business Context and Reporting Period
This Form 8-K was filed by Ecolab Inc. on June 20, 2017. The report discloses a corporate governance action regarding the amendment of an executive compensation plan rather than a standard financial reporting period.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on the terms of a specific employee benefit plan.
Material Changes
The Compensation Committee approved Amendment No. 6 to the Ecolab Executive Death Benefits Plan, effective June 23, 2017. The material change involves the methodology for calculating the annual incentive portion of an executive's compensation for death benefit purposes:
- Previous Method: Based on annual incentive bonuses paid in cash and reportable as "wages" for federal income tax purposes.
- New Method: Based on the targeted annual incentive bonus at plan performance.
This amendment applies to executives actively employed and covered by universal life insurance policies at the time of death.
Plan Terms and Contingencies
The filing details the benefit structure for the Executive Death Benefits Plan:
- Active Employees: Beneficiaries receive three times the executive's annual compensation for the year preceding death, capped at $9,000,000.
- Retired Employees: Beneficiaries receive two times the executive's average compensation for the five consecutive years preceding retirement yielding the highest average, capped at $750,000.
- Funding: Obligations are currently funded through universal life insurance policies.
Investor Verification Checklist
- Verify the effective date of Amendment No. 6 (June 23, 2017) against the company's internal policy implementation records.
- Confirm the specific impact of shifting from "cash-paid wages" to "targeted bonus" on the potential liability for active executives.
- Review the full text of the Plan and Administrative Document (Exhibit 10.1 and 10.2) for complete eligibility criteria and exclusions.
- Note that this filing does not provide updated financial performance data; refer to the most recent 10-Q or 10-K for financial metrics.