8-K - ECL - Equibles

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) November 3, 2022

ECOLAB INC.

(Exact name of registrant as specified in its charter)


Delaware		1-9328		41-0231510
(State or other jurisdiction<br>of incorporation)		(Commission<br>File No.)		(IRS Employer<br>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:

<br><br><br><br>
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

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 8.01 Other Events.

On November 3, 2022, the Ecolab Board of Directors authorized the repurchase by the Corporation of up to 10,000,000 additional shares of its common stock. Ecolab expects to conduct its purchases in the open market; in privately negotiated transactions from time-to-time, depending on market conditions; through purchases made in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934; and pursuant to accelerated share repurchase programs. Ecolab last increased its share repurchase authorization in February 2015. Including the new authorization, Ecolab has 13,404,297 shares remaining for repurchase.

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibits.

	Exhibit No.	Description	Method of Filing

	(104)	Cover Page Interactive Data File.	Embedded within the Inline XBRL document.

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: November 4, 2022	By:	/s/ David F. Duvick
		David F. Duvick
		Assistant Secretary