Executive Change · Shareholder Vote

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 4, 2023 ​ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. ​ On May 4, 2023, our stockholders voted to approve the Ecolab Inc. 2023 Stock Incentive Plan (the “2023 Plan”).  (See also Item 5.07 below.)  The 2023 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, stock unit awards and performance awards to employees, consultants, advisors and independent contractors of the Company and its subsidiaries, as well as to non-employee directors of the Company. The 2023 Plan authorizes the issuance of 20,000,000 shares of the Company’s Common Stock (less grants made between December 31, 2022 and the effective date of the 2023 Plan, and subject to certain adjustments). The material terms of the 2023 Plan are described in “Proposal 3: Approval of The Ecolab Inc. 2023 Stock Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 17, 2023, which is incorporated by reference herein. ​ 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 4, 2023. 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 7, 2023, the record date of the Annual Meeting, Ecolab had 284,669,498 shares of common stock issued and outstanding. At the Annual Meeting, 252,722,538 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 13 Directors for a one-year term ending at the annual meeting in 2024. The 13 persons nominated by Ecolab’s board of directors received the following votes and were elected: ​ ​ ​ ​ ​ ​ FOR ​ AGAINST ​ ABSTAIN ​ BROKER NON-VOTE Shari L. Ballard 192,396,955 ​ 7,837,820 ​ 37,313,314 ​ 15,174,449 Barbara J. Beck 223,250,135 ​ 13,801,323 ​ 496,631 ​ 15,174,449 Christophe Beck 221,086,631 ​ 14,830,293 ​ 1,631,165 ​ 15,174,449 Jeffrey M. Ettinger 222,238,398 ​ 14,882,677 ​ 427,014 ​ 15,174,449 Eric M. Green 233,101,127 ​ 4,002,065 ​ 444,897 ​ 15,174,449 Arthur J. Higgins 226,950,665 ​ 10,160,716 ​ 436,708 ​ 15,174,449 Michael Larson 233,955,002 ​ 3,186,320 ​ 406,767 ​ 15,174,449 David W. MacLennan 231,636,565 ​ 5,442,144 ​ 469,380 ​ 15,174,449 Tracy B. McKibben 235,638,621 ​ 1,510,574 ​ 398,894 ​ 15,174,449 Lionel L. Nowell III 221,609,513 ​ 15,507,131 ​ 431,445 ​ 15,174,449 Victoria J. Reich 215,284,884 ​ 21,845,740 ​ 417,465 ​ 15,174,449 Suzanne M. Vautrinot 234,533,954 ​ 2,571,863 ​ 442,272 ​ 15,174,449 John J. Zillmer 146,599,447 ​ 90,479,031 ​ 469,611 ​ 15,174,449 ​ 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, 2023. The proposal received the following votes and was approved: ​ ​ ​ ​ FOR ​ AGAINST ​ ABSTAIN ​ BROKER NON-VOTE 235,814,966 ​ 16,581,008 ​ 326,564 ​ 0 2 ​ ​ The third proposal was a vote to approve the Ecolab Inc. 2023 Stock Incentive Plan. The proposal received the following votes and was approved: ​ ​ ​ ​ FOR ​ AGAINST ​ ABSTAIN ​ BROKER NON-VOTE 217,647,143 ​ 17,300,992 ​ 2,599,954 ​ 15,174,449 ​ ​ The fourth proposal was a vote to approve an amendment to the Ecolab Inc. Stock Purchase Plan. The proposal received the following votes and was approved:: ​ ​ ​ ​ FOR ​ AGAINST ​ ABSTAIN ​ BROKER NON-VOTE 235,788,967 ​ 1,243,788 ​ 515,334 ​ 15,174,449 ​ ​ The fifth 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: ​ ​ ​ ​ FOR ​ AGAINST ​ ABSTAIN ​ BROKER NON-VOTE 160,229,133 ​ 76,635,662 ​ 683,294 ​ 15,174,449 ​ ​ The sixth proposal was to vote, on an advisory basis, on the frequency of future stockholder advisory votes to approve named executive officer compensation. The proposal received the following votes: ​ ​ ​ ​ ​ 1 YEAR ​ 2 YEARS ​ 3 YEARS ​ ABSTAIN ​ BROKER NON-VOTE 233,935,928 ​ 346,622 ​ 2,784,842 ​ 480,697 ​ 15,174,449 ​ In light of these results and consistent with the previous recommendation and determination of the Company’s board of directors, the Company will continue to hold a non-binding advisory vote on named executive officer compensation every one year until the next required advisory vote on the frequency of future stockholder advisory votes to approve named executive officer compensation, or until the board of directors otherwise determines that a different frequency for such votes is in the best interests of the Company. ​ ​ The seventh 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: ​ ​ ​ ​ FOR ​ AGAINST ​ ABSTAIN ​ BROKER NON-VOTE 106,056,007 ​ 129,915,599 ​ 1,576,483 ​ 15,174,449 ​ ​ 3 ​ Item 9.01 Financial Statements and Exhibits . ​ ​ ​ ​ ​ ​ ​ ​ (d) Exhibits. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exhibit No. ​ Description ​ Method of Filing ​ ​ ​ ​ ​ ​ ​ ​ ​ (99.1) ​ Ecolab Inc. News Release dated May 4, 2023. ​ Filed herewith electronically. ​ ​ ​ ​ ​ ​ ​ ​ ​ (104) ​ Cover Page Interactive Data File. ​ Embedded within the Inline XBRL document. ​ ​ 4 ​ 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 10, 2023 By: /s/ David F. Duvick ​ ​ David F. Duvick ​ ​ Assistant Secretary ​ ​ ​ 5