Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported) May 2, 2024

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ECOLAB INC.

(Exact name of registrant as specified in its charter)

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Delaware	​	1-9328	​	41-0231510
(State or other jurisdiction of incorporation)	​	(Commission File No.)	​	(IRS Employer Identification No.)

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1 Ecolab Place, Saint Paul, Minnesota 55102
(Address of principal executive offices) (Zip Code)

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Registrant’s telephone number, including area code 1-800-232-6522

(Not applicable)

(Former name or former address, if changed since last report.)

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Securities registered pursuant to Section 12(b) of the Act:

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​	Title of each class		Trading symbol(s)		Name of each exchange on which registered	​
​	Common Stock, $1.00 par value 2.625% Euro Notes due 2025	​	ECL ECL 25	​	New York Stock Exchange, Inc. New York Stock Exchange, Inc.	​

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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):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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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 ☐

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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. ◻

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Item 5.07 Submission of Matters to a Vote of Security Holders.

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Ecolab’s Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 2, 2024. A copy of the News Release issued by Ecolab in connection with this report under Item 5.07 is attached as Exhibit (99.1).

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At the close of business on March 5, 2024, the record date of the Annual Meeting, Ecolab had 286,097,515 shares of common stock issued and outstanding. At the Annual Meeting, 253,209,670 of the issued and outstanding shares of Ecolab’s common stock were represented in person or by proxy which constituted a majority of the issued and outstanding shares on the record date for the Annual Meeting.

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The first proposal voted upon was the election of 12 Directors for a one-year term ending at the annual meeting in 2025. The 12 persons nominated by Ecolab’s board of directors received the following votes and were elected:

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​	FOR	​	AGAINST	​	ABSTAIN	​	BROKER NON-VOTE
Judson B. Althoff	235,442,974	​	1,127,340	​	315,077	​	16,324,279
Shari L. Ballard	233,558,697	​	3,021,069	​	305,625	​	16,324,279
Christophe Beck	219,237,167	​	15,495,776	​	2,152,448	​	16,324,279
Eric M. Green	225,817,475	​	10,722,873	​	345,043	​	16,324,279
Arthur J. Higgins	228,040,856	​	8,533,238	​	311,297	​	16,324,279
Michael Larson	231,803,857	​	4,780,731	​	300,803	​	16,324,279
David W. MacLennan	224,735,704	​	11,185,684	​	964,003	​	16,324,279
Tracy B. McKibben	230,267,692	​	6,295,147	​	322,552	​	16,324,279
Lionel L. Nowell III	223,237,131	​	13,328,631	​	319,629	​	16,324,279
Victoria J. Reich	216,358,299	​	20,198,369	​	328,723	​	16,324,279
Suzanne M. Vautrinot	231,359,649	​	5,217,143	​	308,599	​	16,324,279
John J. Zillmer	178,147,714	​	58,365,681	​	371,996	​	16,324,279

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The second 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:

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FOR	​	AGAINST	​	ABSTAIN	​	BROKER NON-VOTE
210,468,350	​	23,110,067	​	3,306,974	​	16,324,279

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The third proposal voted upon was the ratification of the appointment of PricewaterhouseCoopers LLP as Ecolab’s independent registered public accounting firm for the year ending December 31, 2024. The proposal received the following votes and was approved:

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FOR	​	AGAINST	​	ABSTAIN	​	BROKER NON-VOTE
222,994,009	​	29,982,208	​	233,453	​	0

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The fourth 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:

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FOR	​	AGAINST	​	ABSTAIN	​	BROKER NON-VOTE
80,099,938	​	155,916,952	​	868,501	​	16,324,279

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Item 9.01 Financial Statements and Exhibits.

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​	(d)	Exhibits.			​	​	​
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​	​	Exhibit No.	​	Description		​	Method of Filing
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​	​	(99.1)	​	Ecolab Inc. News Release dated May 2, 2024.		​	Filed herewith electronically.
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​	​	(104)	​	Cover Page Interactive Data File.		​	Embedded within the Inline XBRL document.

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SIGNATURE

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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: May 6, 2024	By:	/s/ David F. Duvick
​	​	David F. Duvick
​	​	Assistant Secretary

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4

Exhibit 99.1

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News Release

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Ecolab Inc.

1 Ecolab Place

St. Paul, Minnesota 55102

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www.ecolab.com

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ECOLAB ANNUAL MEETING RESULTS ANNOUNCED

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ST. PAUL, Minn. – May 2, 2024 – Ecolab Inc. announced today at its annual meeting of stockholders that the slate of twelve director nominees named in the company’s proxy statement was elected for a one-year term ending at its annual meeting of stockholders in May 2025.

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In other business during today’s meeting, stockholders approved on an advisory basis the compensation of the named executive officers disclosed in the company’s proxy statement and ratified the appointment of PricewaterhouseCoopers LLP as Ecolab's independent registered public accounting firm for 2024.

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Also at the meeting, a stockholder proposal regarding an independent board chair policy was not approved.

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The final vote tabulation on all matters voted upon during today’s meeting will be reported to the U.S. Securities and Exchange Commission on a current report on Form 8-K and such report will be made available on the company’s website, www.investor.ecolab.com.

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About Ecolab

A trusted partner for millions of customers, Ecolab (NYSE:ECL) is a global sustainability leader offering water, hygiene and infection prevention solutions and services that protect people and the resources vital to life. Building on a century of innovation, Ecolab has annual sales of $15 billion, employs more than 48,000 associates and operates in more than 170 countries around the world. The company delivers comprehensive science-based solutions, data-driven insights and world-class service to advance food safety, maintain clean and safe environments, and optimize water and energy use. Ecolab’s innovative solutions improve operational efficiencies and sustainability for customers in the food, healthcare, life sciences, hospitality and industrial markets. www.ecolab.com

Follow us on LinkedIn @Ecolab, Twitter @Ecolab, Instagram @Ecolab_Inc and Facebook @Ecolab.  

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Investor Contacts:

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Andrew C. Hedberg

[phone]

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Cairn Clark

[phone]

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May 2, 2024

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(ECL-C)

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Document and Entity Information	May 02, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 02, 2024
Entity Registrant Name	ECOLAB INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-9328
Entity Tax Identification Number	41-0231510
Entity Address, Address Line One	1 Ecolab Place
Entity Address, City or Town	Saint Paul
Entity Address State Or Province	MN
Entity Address, Postal Zip Code	55102
City Area Code	800
Local Phone Number	232-6522
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000031462
Amendment Flag	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	ECL
Security Exchange Name	NYSE
Euro Notes Due 2025 [Member]
Document Information [Line Items]
Title of 12(b) Security	2.625% Euro Notes due 2025
Trading Symbol	ECL 25
Security Exchange Name	NYSE

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