8-K

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) February 21, 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)

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))

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	ECL	New York Stock Exchange
2.625% Euro Notes due 2025	ECL 25	New York Stock Exchange

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.

(1)Appointment of director

On February 21, 2024, the board of directors (“Board”) of Ecolab Inc., a Delaware corporation (“Company”), approved the appointment of Judson Althoff as a member of the Board. Mr. Althoff will serve as a member of the Audit Committee and the Finance Committee of the Company’s Board.

Mr. Althoff is the Executive Vice President and Chief Commercial Officer of Microsoft Corporation, a global technology provider, and has served in that role since July 2021. He served as Executive Vice President, Worldwide Commercial Business from July 2017 until that time. Mr. Althoff also served as the President of Microsoft North America from March 2013 to June 2017. Prior to joining Microsoft, Mr. Althoff held senior executive and sales roles at Oracle and EMC.

Following the effective date of his appointment, Mr. Althoff will be entitled to participate in the Company’s regular director compensation arrangements.

There were no arrangements or understandings between Mr. Althoff and any other person pursuant to which he was elected as a director, and there is no transaction between Mr. Althoff (and his immediate family) and the Company that requires disclosure in accordance with Item 404(a) of Regulation S-K.

A copy of the News Release issued by the Company in connection with this report under Item 5.02 is attached as Exhibit (99.1).

(2)Director not standing for re-election

On February 21, 2024, director Barbara J. Beck informed the Board that she would not stand for re-election at the Company's annual meeting to be held on May 2, 2024. She indicated that she has declined to stand for re-election for personal family reasons, and not as the result of any disagreement with the Company. Ms. Beck has been a valued colleague of the Board, and the Board would like to thank her for her many years of service.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

Exhibit No.	Description	Method of Filing
(99.1)	Ecolab Inc. News Release dated February 22, 2024.	Filed herewith electronically.
(104)	Cover Page Interactive Data File.	Embedded within the Inline XBRL document.

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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:       February 22, 2024	By:	/s/ David F. Duvick
		David F. Duvick
		Assistant Secretary

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EX-99.1

Exhibit 99.1

News Release

Ecolab Inc.

1 Ecolab Place

St. Paul, Minnesota 55102

www.ecolab.com

ECOLAB APPOINTS JUDSON ALTHOFF TO BOARD OF DIRECTORS

ST. PAUL, Minn. – Feb. 22, 2024 – The board of directors of Ecolab Inc. has appointed Judson Althoff, Microsoft’s chief commercial officer, to the Ecolab board, effective February 21, 2024. Mr. Althoff will serve as an independent director and a member of the Audit and Finance Committees.

“Judson’s global leadership, sales, business and executive experience in high tech make him an excellent addition to our Board of Directors. As we accelerate our investments and increase our focus on the digital innovation that supports Ecolab’s long-term profitable growth, we will benefit from his deep knowledge of artificial intelligence, cloud computing and the global technology ecosystem. We’re honored to welcome him to the Ecolab team,” said Christophe Beck, Ecolab chairman and chief executive officer.

“Ecolab has a strong Board that is focused on delivering consistent returns for the company’s shareholders. We make it a priority to review and refresh our Board composition to ensure our members offer the most relevant expertise and experience. We are excited to welcome Judson to the Ecolab Board, and by the deep commercial and digital experience he brings,” said Dave MacLennan, lead independent director for the Ecolab board.

“I have seen firsthand how Ecolab works to help its customers achieve their business and sustainability goals by leveraging its unique global expertise and digital technology, so am honored to join the company’s Board. I look forward to working with them to capture new growth opportunities and extend Ecolab’s track record of success,” said Judson Althoff.

Mr. Althoff, age 51, is a seasoned leader with extensive global executive and technology experience. He currently serves as executive vice president and chief commercial officer at Microsoft Corp., where he is responsible for the sales strategy, execution and revenue growth of the company’s commercial business, which spans enterprise, public sector, small and medium businesses, services, developer and partner communities in more than 120 regional and national subsidiaries globally. Under his leadership, Microsoft has posted uninterrupted growth in commercial cloud revenue and has consistently partnered with customers to deliver new technology innovations. Prior to joining Microsoft in 2013, Mr. Althoff held senior executive and sales roles at Oracle and EMC. He is a graduate of the Illinois Institute of Technology, where he earned a Bachelor of Science (Mechanical Engineering).

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.

###

Investor Contacts:

Andrew C. Hedberg

+1 651 250 2185

Cairn Clark

+1 651 250 2291

Media Contact:

Nigel Glennie

+1 651 250 2576

MediaRelations@Ecolab.com

February 22, 2024

(ECL-C)

XML

Document and Entity Information	Feb. 21, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 21, 2024
Entity Registrant Name	ECOLAB INC.
Entity Incorporation, State or Country Code	DE
Securities Act 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

XML

N-2	Feb. 21, 2024
Cover [Abstract]
Entity Central Index Key	0000031462
Amendment Flag	false
Securities Act File Number	1-9328
Document Type	8-K
Entity Registrant Name	ECOLAB INC.
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
Entity Emerging Growth Company	false