Business Context and Reporting Period
This Form 8-K Current Report was filed by Ecolab Inc. on February 23, 2012. The filing reports a corporate governance event: the appointment of a new member to the Board of Directors.
Financial Metrics
This filing does not contain financial performance data. There are no reported figures for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
- Board Expansion: The Board of Directors increased its size to 15 members.
- New Appointment: Michael Larson was appointed as a Class II director effective immediately.
- Committee Assignments: Mr. Larson will serve on the Audit Committee and the Safety, Health and Environment Committee.
- Shareholder Context: Mr. Larson acts as Chief Investment Officer for William H. Gates III and Business Manager of Cascade Investment, L.L.C. These entities, along with the Bill & Melinda Gates Foundation Trust, collectively own 31,367,773 shares of Ecolab common stock.
Compensation and Governance Details
Mr. Larson's compensation for the 2012 calendar year includes:
- Annual Retainer: $100,000 (pro-rated for the remainder of 2012).
- Audit Committee Retainer: $10,000 (pro-rated).
- Stock Unit Award: $50,000 (pro-rated).
- Stock Option Grant: Fair value of approximately $55,000 (conditioned upon election at the 2012 annual meeting).
The filing notes that the Board will transition from a classified structure to an annual election structure starting with the 2013 annual meeting.
Key Facts for Investor Verification
- Verify the total number of outstanding shares to assess the voting power of the Gates-related entities (31,367,773 shares).
- Confirm the pro-rated calculation of Mr. Larson's 2012 compensation based on the appointment date.
- Review the 2012 Annual Meeting proxy statement for the election of Class II directors.
- Note that this filing contains no financial results; refer to the most recent 10-K or 10-Q for financial data.