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 2, 2024 ​ 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 ​ ECL ECL 25 ​ 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 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). ​ 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. ​ 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: ​ ​ ​ ​ ​ ​ 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 ​ 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: ​ ​ ​ ​ FOR ​ AGAINST ​ ABSTAIN ​ BROKER NON-VOTE 210,468,350 ​ 23,110,067 ​ 3,306,974 ​ 16,324,279 ​ 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: ​ ​ ​ ​ FOR ​ AGAINST ​ ABSTAIN ​ BROKER NON-VOTE 222,994,009 ​ 29,982,208 ​ 233,453 ​ 0 ​ 2 ​ ​ ​ 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: ​ ​ ​ ​ FOR ​ AGAINST ​ ABSTAIN ​ BROKER NON-VOTE 80,099,938 ​ 155,916,952 ​ 868,501 ​ 16,324,279 ​ Item 9.01 Financial Statements and Exhibits . ​ ​ ​ ​ ​ ​ ​ ​ (d) Exhibits. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exhibit No. ​ Description ​ Method of Filing ​ ​ ​ ​ ​ ​ ​ ​ ​ (99.1) ​ Ecolab Inc. News Release dated May 2, 2024. ​ 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 6, 2024 By: /s/ David F. Duvick ​ ​ David F. Duvick ​ ​ Assistant Secretary ​ ​ ​ 4