0000031462false0000031462us-gaap:CommonStockMember2022-05-052022-05-050000031462ecl:EuroNotesDue2025Member2022-05-052022-05-050000031462ecl:EuroNotesDue2024Member2022-05-052022-05-0500000314622022-05-052022-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) May 5, 2022

ECOLAB INC.

(Exact name of registrant as specified in its charter)

Delaware

1-9328

41-0231510

(State or other jurisdiction
of incorporation)

(Commission
File No.)

(IRS Employer
Identification No.)

1 Ecolab Place, Saint Paul, Minnesota 55102

(Address of principal executive offices) (Zip Code)

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

(Not applicable)

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

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

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

1.000% Euro Notes due 2024

ECL

ECL 25

ECL 24

New York Stock Exchange, Inc.

New York Stock Exchange, Inc.

New York Stock Exchange, Inc.

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):

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

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

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

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

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

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.

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

Ecolab’s Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 5, 2022. A copy of the News Release issued by Ecolab in connection with this report under Item 5.07 is attached as Exhibit (99.1).

At the close of business on March 8, 2022, the record date of the Annual Meeting, Ecolab had 286,296,038 shares of common stock issued and outstanding. At the Annual Meeting, 251,590,340 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.

The first proposal voted upon was the election of 12 Directors for a one-year term ending at the annual meeting in 2023. The 12 persons nominated by Ecolab’s board of directors received the following votes and were elected:

For

Against

Abstain

Broker
Non-Votes

Shari L. Ballard

232,655,186

2,697,081

435,901

15,802,172

Barbara J. Beck

222,671,190

11,281,113

1,835,865

15,802,172

Christophe Beck

217,523,277

16,382,841

1,882,050

15,802,172

Jeffrey M. Ettinger

226,597,563

8,610,259

580,346

15,802,172

Arthur J. Higgins

227,247,715

8,055,103

485,350

15,802,172

Michael Larson

231,836,530

3,494,125

457,513

15,802,172

David W. MacLennan

228,471,058

6,766,850

550,260

15,802,172

Tracy B. McKibben

232,893,395

2,453,337

441,436

15,802,172

Lionel L. Nowell, III

232,769,760

2,538,438

479,970

15,802,172

Victoria J. Reich

219,692,926

15,560,429

534,813

15,802,172

Suzanne M. Vautrinot

230,842,745

4,514,443

430,980

15,802,172

John J. Zillmer

136,733,586

97,318,914

1,735,668

15,802,172

The second 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, 2022. The proposal received the following votes and was approved:

For

Against

Abstain

226,363,809

24,805,942

420,589

The third proposal was a vote to approve, on an advisory basis, the compensation of the executives disclosed in the Proxy Statement. The proposal received the following votes and was approved:

s

For

Against

Abstain

Broker
Non-Votes

206,022,097

26,446,835

3,319,236

15,802,172

The fourth proposal was a vote to approve a stockholder proposal regarding special meeting ownership threshold. The proposal received the following votes and was not approved:

For

Against

Abstain

Broker
Non-Votes

23,654,595

210,799,855

1,333,718

15,802,172

2

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

Method of Filing

(99.1)

Ecolab Inc. News Release dated May 5, 2022.

Filed herewith electronically.

(104)

Cover Page Interactive Data File.

Embedded within the Inline XBRL document.

3

SIGNATURE

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.

ECOLAB INC.

Date: May 9, 2022

By:

/s/ David F. Duvick

David F. Duvick

Assistant Secretary

4

_

Exhibit 99.1

EcolabLogo4Color.JPG

News Release

Ecolab Inc.

1 Ecolab Place

St. Paul, Minnesota 55102

www.ecolab.com

ECOLAB ANNUAL MEETING RESULTS ANNOUNCED

ST. PAUL, Minn. – May 5, 2022 – 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 2022.

In other business during today’s meeting, stockholders ratified the appointment of PricewaterhouseCoopers LLP as Ecolab's independent registered public accounting firm for 2022 and approved, on an advisory basis, the compensation of executives disclosed in the company’s proxy statement. Also at the meeting, a stockholder proposal regarding special meeting ownership threshold was not approved.

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.

About Ecolab

A trusted partner at nearly three million customer locations, Ecolab (ECL) is the global leader in water, hygiene and infection prevention solutions and services that help protect people, planet and business health. With annual sales of $13 billion and more than 47,000 associates, Ecolab delivers comprehensive science-based solutions, data-driven insights and world-class service to advance food safety, help maintain clean and safe environments, optimize water and energy use, and improve operational efficiencies and sustainability for customers in the food, healthcare, hospitality and industrial markets in more than 170 countries around the world. www.ecolab.com

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

###

Investor Contacts:

Michael J. Monahan

+1 651 250 2809

Andrew C. Hedberg

+1 651 250 2185

Cairn Clark

+1 651 250 2291

May 5, 2022

(ECL-C)