Current Report Filing (8-k)

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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 18, 2023

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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

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(Not applicable)

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

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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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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	​	ECL	​	New York Stock Exchange
2.625% Euro Notes due 2025	​	ECL 25	​	New York Stock Exchange
1.000% Euro Notes due 2024	​	ECL 24	​	New York Stock Exchange

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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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(b)  Resignation of a Director

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Following his appointment as the Interim President of the University of Minnesota, Jeffrey M. Ettinger resigned from the Board of Directors (the “Board”) of Ecolab Inc. (the “Company”), including his roles on the Company’s Compensation & Human Capital Management and Governance Committees, effective as of May 23, 2023.

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The Board would like to thank Mr. Ettinger for his service on the Board, including the last six years during which he served as Lead Director. Mr. Ettinger has been a valued colleague and the Board congratulates him on this opportunity to serve the University of Minnesota and the State of Minnesota.

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Mr. Ettinger’s resignation was not due to any disagreement with the Company.

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Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit No.		Description		Method of Filing
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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 24, 2023	By:	/s/ David F. Duvick
​	​	David F. Duvick
​	​	Assistant Secretary

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