SEC Comment Letter for ECOLAB INC. (ECL) (CIK 0000031462) (ECL) — Apr 1, 2009
ECOLAB INC. (ECL) (CIK 0000031462)
Date: April 1, 2009 · CIK: 0000031462 · Accession: 0000000000-09-016634
AI Filing Summary & Sentiment
Reasoning
Referenced dates: January 12, 2009, March 11, 2009
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0510 DIVISION OF CORPORATION FINANCE Mail Stop 7010 March 19, 2009 By U.S. Mail and Facsimile Lawrence T. Bell General Counsel Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 Re: Ecolab Inc. Form 10-K for Fiscal Year Ended December 31, 2007 Proxy Statement on Schedule 14A Filed on March 19, 2008 File No. 1-09328
Dear Mr. Bell: We have reviewed your response letter dated March 11, 2009 and have the following additional comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. We welcome any questions you may have about our comments or on any other aspect of our review. Definitive Proxy Statement on Schedule 14A
Compensation Discussion & Analysis, page 27
1. We note your responses to prior comment letters that you will disclose your business unit performance targets and EPS goals to the extent that you have such targets for named executive officers and they are material. We further note your response to prior comment 2 in your letter dated January 12, 2009 that individual performance goals are not material to an understanding of the compensation paid to executives.
It appears that each of your three specific annual cash incentive targets, (1) business unit performance targets, (2) EPS goals and (3) individual performance goals, for your named executive officers are material because they are significant factors in determining the amount of compensation paid to your named executive officers. See Items 402(b)(2)(v)
Lawrence T. Bell Ecolab Inc. March 19, 2009 Page 2 and (vii) of Regulation S-K. In future filings, please disclose these specific incentive targets for each of your named executive officers.
As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter on EDGAR that keys your responses to our comments and provides any requested supplemental information. Detailed response letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments.
Please direct questions to Sherry Haywood, Staff Attorney at (202) 551-3345, or me at (202) 551-3760.
Sincerely,
Pamela Long Assistant Director
cc: Sarah Z. Erickson (v ia facsimile 651/ 293-2573)
Associate General Counsel Ecolab Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
March 19, 2009
By U.S. Mail and Facsimile
Lawrence T. Bell General Counsel Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102
Re: Ecolab Inc.
Form 10-K for Fiscal Year Ended
December 31, 2007
Proxy Statement on Schedule 14A Filed on March 19, 2008 File No. 1-09328
Dear Mr. Bell:
We have reviewed your response letter dated March 11, 2009 and have the following
additional comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. We welcome any questions you may have about our comments or on any other aspect of our review.
Definitive Proxy Statement on Schedule 14A
Compensation Discussion & Analysis, page 27
1. We note your responses to prior comment letters that you will disclose your business unit
performance targets and EPS goals to the extent that you have such targets for named executive officers and they are material. We further note your response to prior comment 2 in your letter dated January 12, 2009 that individual performance goals are not material to an understanding of the compensation paid to executives.
It appears that each of your three specific annual cash incentive targets, (1) business unit performance targets, (2) EPS goals and (3) individual performance goals, for your named executive officers are material because they are significant factors in determining the amount of compensation paid to your named executive officers. See Items 402(b)(2)(v)
Lawrence T. Bell
Ecolab Inc. March 19, 2009 Page 2
and (vii) of Regulation S-K. In future filings, please disclose these specific incentive targets for each of your named executive officers.
As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response. Please furnish a letter on EDGAR that keys your responses to our comments and provides any requested supplemental information. Detailed response letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments.
Please direct questions to Sherry Haywood, Staff Attorney at (202) 551-3345, or me at
(202) 551-3760.
Sincerely,
Pamela Long Assistant Director
cc: Sarah Z. Erickson (v ia facsimile 651/ 293-2573)
Associate General Counsel Ecolab Inc.