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 theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 8, 2022

ECOLAB INC.

(Exact name of registrant as specified in its charter)

Delaware	1-9328	41-0231510
(State or other jurisdiction <br><br>of incorporation)	(Commission <br><br>File No.)	(IRS Employer<br><br> Identification No.)
1 Ecolab Place, Saint Paul,<br> Minnesota	55102
---	---
(Address of principal executive <br><br>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
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.

(d) On December 8, 2022, the board of directors of Ecolab Inc., a Delaware corporation (“Ecolab”), approved the appointment of Eric M. Green as a member of the board of directors. Mr. Green will serve as a member of the Compensation and Human Capital Management Committee and the Governance Committee of Ecolab’s board of directors.

Mr. Green has served as the President and Chief Executive Officer of West Pharmaceutical Services, Inc., a manufacturer of packaging components and delivery systems for injectable drugs and healthcare products, since April 2015, and he assumed the additional responsibility of Chair of the Board of Directors in May 2022. Prior to joining West, he spent more than 20 years in a variety of leadership positions at Sigma-Aldrich Corporation, including as Executive Vice President and President of Research Markets BU from 2013 to 2015. Mr. Green also serves as a member of the Board of Trustees of Bethel University.

Following the effective date of his appointment as an Ecolab director, Mr. Green will be entitled to participate in Ecolab’s regular director compensation arrangements. Information regarding Ecolab’s director compensation arrangements is included in the definitive proxy statement relating to Ecolab’s 2022 annual stockholders meeting filed with the SEC on March 18, 2022, and is incorporated herein by reference.

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

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description	Method of Filing
(99.1)	Ecolab Inc. News Release dated December 8, 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: December 8, 2022	By:	/s/ David F. Duvick
		David F. Duvick
		Assistant Secretary

Exhibit 99.1

News Release<br><br> <br><br><br> <br>Ecolab Inc.<br><br> <br>1 Ecolab Place<br><br> <br>St. Paul, Minnesota 55102

ECOLAB APPOINTS ERIC GREEN TO BOARD OF DIRECTORS

ST. PAUL, Minn. — December 8, 2022 — The board of directors of Ecolab Inc. has appointed Eric Green to the Ecolab board, effective December 8, 2022. Mr. Green will serve as an independent director and a member of the Compensation and Human Capital Management Committee and the Governance Committee.

“Eric is an accomplished executive with decades of experience in the life sciences industry. He is joining a strong Board that is focused on delivering growth for all Ecolab stakeholders,” said Christophe Beck, Ecolab chairman and chief executive officer.

“At Ecolab, we regularly review and refresh the Board’s composition to ensure we are best positioned to effectively oversee the execution of our growth strategy. Consistent with Ecolab’s other recent appointments, Eric will bring new insights, global operating experience and public company leadership expertise to the Board,” said Jeffrey Ettinger, lead independent director for the Ecolab board.

“Ecolab is an impressive company and I am honored to join this accomplished Board at such an important time in its history,” said Mr. Green. “I have followed Ecolab’s success for many years and look forward to collaborating with the entire Board and management team to capitalize on the many opportunities ahead to deliver sustainable long-term growth and value for shareholders.”

Mr. Green, age 53, is a seasoned executive with nearly 30 years of life sciences experience with a proven track record of driving growth and creating value. Mr. Green currently serves as Chairman, President and Chief Executive Officer of West Pharmaceutical Services Inc., a manufacturer of packaging components and delivery systems for injectable drugs and healthcare products. Prior to joining West Pharmaceutical Services, Mr. Green spent more than 20 years in a variety of leadership positions at Sigma-Aldrich Corporation, including as Executive Vice President and President, Research Markets BU. Mr. Green currently serves on the Boards of West Pharmaceutical Services and the Board of Trustees at Bethel University.

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

Investor Contacts:

Andrew C. Hedberg

+1 651 250 2185

Cairn Clark

+1 651 250 2291

Media Contact:

Nigel Glennie

+1 651 250 2576

December 8, 2022

(ECL-C)