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) February 28, 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.)

<br><br><br><br><br><br><br><br>
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2022, Ecolab Inc., a Delaware corporation (“Ecolab” or the “Company”), announced that Douglas M. Baker, Jr., executive chairman of the board of directors of Ecolab, has informed the Company that he will step down from the board following the expiration of his current term at the Company’s 2022 Annual Meeting of Shareholders on May 5, 2022.

Also, on February 28, 2022, Ecolab announced that its board has elected Christophe Beck, president and chief executive officer, and a member of the board of the directors, to serve as chairman of the board, in addition to his current responsibilities, effective upon the expiration of Mr. Baker’s term.

A copy of the news release issued by the Company on February 28, 2022 announcing this transition in board leadership is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description	Method of Filing
(99.1)	Ecolab Inc. News Release dated February 28, 2022.	Filed herewith electronically.

(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: February 28, 2022	By:	/s/ David F. Duvick
		David F. Duvick
		Assistant Secretary

Exhibit 99.1

New Ecolab logo - blue no R

News Release




	Michael Monahan (651) 250-2809
	Andrew Hedberg (651) 250-2185

BAKER TO RETIRE FROM ECOLAB BOARD

Christophe Beck will add Chair title at May 2022 annual meeting

ST. PAUL, Minn., February 28, 2022: Ecolab announced that Douglas M. Baker, Jr., executive chairman of the board of directors of Ecolab, has informed the company that he will step down from the board following the expiration of his current term at Ecolab’s 2022 Annual Meeting of Shareholders on May 5, 2022.

Christophe Beck, president and chief executive officer, and a member of the board of directors, has been elected by the board to serve as chair, in addition to his current responsibilities, effective upon the expiration of Mr. Baker’s term. Jeff Ettinger will remain lead independent director.

“Under Doug’s leadership, Ecolab has become a true sustainability leader, recognized for its positive impact on the world and for its ethical practices,” said Jeff Ettinger, lead independent director for the Ecolab board. “Doug and his team have delivered exceptional returns for our shareholders. Today’s decision underscores the board’s confidence in Christophe’s leadership and strong character to lead Ecolab into the future as president and chief executive officer, and chairman of the board.”

Commenting on the announcement, Baker stated, “I am delighted with the board’s decision. Christophe Beck and Jeff Ettinger are the right people to lead our board going forward. I have great confidence their leadership will continue to help Ecolab reach its full potential and deliver on its purpose to help protect people, planet and business health.”

Beck commented, saying, “By any objective measure, Doug Baker’s leadership and career have been incredibly successful. By guiding us to our current position as a preeminent global sustainability leader, his legacy will be recorded as one of great positive impact for Ecolab’s shareholders, associates and communities. I thank Doug for his leadership at Ecolab and for his personal support to me during the recent transition. I am also honored by the board's confidence, and look forward to further serving Ecolab, our shareholders and our 47,000 dedicated associates worldwide in this expanded leadership role.”

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

(ECL-C)