Ecolab Inc 8-K, filed May 9, 2025
Ecolab Inc. (ECL)
About this 8-K
Ecolab Inc filed this 8-K on May 9, 2025, reporting on events of May 7, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 7, 2025, the board of directors (“Board”) of Ecolab Inc., a Delaware corporation (the “Company”), appointed Marion K. Gross as a member of the Board. Ms. Gross was also appointed to the Compensation & Human Capital Management Committee and the Safety, Health & Environment Committee of the Board.
Ms. Gross was previously nominated by the Board for election at the Company’s Annual Meeting of Stockholders held on May 8, 2025 (the “Annual Meeting”). As disclosed in Item 5.07 below, Ms. Gross was subsequently elected to the Board by the Company’s stockholders at the Annual Meeting.
Ms. Gross served as the Executive Vice President, Global Chief Supply Chain Officer of McDonald’s Corporation from 2022 until her retirement in April 2025. Previously, she served as Senior Vice President, North America Supply Chain and US Sustainability of McDonald’s from 2013 to 2022, as well as in various leadership positions in supply chain and business affairs at McDonald’s from 2003 to 2013.
Upon her appointment to the Board, Ms. Gross is entitled to receive director compensation commensurate with that of members of the Board who are not employees of the Company.
There were no arrangements or understandings between Ms. Gross and any other person pursuant to which she was elected as a director, and there is no transaction between Ms. Gross (and her immediate family) and the Company that requires disclosure in accordance with Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
As disclosed in Item 5.07 below, at the Annual Meeting, the Company’s stockholders approved proposed amendments (the “Amendments”) to the Company’s Restated Certificate of Incorporation (the “Certificate”) to limit the liability of certain officers of the Company as permitted by Delaware law and to effect other immaterial changes. The Amendments are described in detail under “Charter Amendments” commencing on page 81 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2025, in connection with the Annual Meeting.
The Amendments became effective upon the Company’s filing of a certificate of amendment on May 8, 2025, with the Secretary of State of Delaware. The Board also approved a Restated Certificate of Incorporation (the “Restated Certificate”) that restated and integrated, but did not further amend, the Certificate (as amended through the filing of the certificate of amendment described above). On May 8, 2025, the Company filed the Restated Certificate with the Secretary of State of Delaware, and it became effective upon filing.
The foregoing descriptions of the Amendments are qualified by reference to the full text of the Restated Certificate, a copy of which is filed herewith as Exhibit (3.1) and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting was held on May 8, 2025.
At the close of business on March 11, 2025, the record date of the Annual Meeting, the Company had 283,632,545 shares of common stock issued and outstanding. At the Annual Meeting, 252,112,313 of the issued and outstanding shares of the Company’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.
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The first proposal voted upon was the election of 13 directors for a one-year term ending at the annual meeting in 2026 and until the election and qualification of their respective successors in office. The 13 persons nominated by the Board received the following votes and were elected:
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE | |
Judson B. Althoff | 230,848,959 | | 5,320,640 | | 366,043 | | 15,576,671 |
Shari L. Ballard | 230,548,723 | | 5,528,109 | | 458,810 | | 15,576,671 |
Christophe Beck | 215,375,746 | | 19,458,192 | | 1,701,704 | | 15,576,671 |
Michel D. Doukeris | 212,375,707 | | 23,758,131 | | 401,804 | | 15,576,671 |
Eric M. Green | 223,038,306 | | 13,160,493 | | 336,843 | | 15,576,671 |
Marion K. Gross | 235,721,263 | | 448,414 | | 365,965 | | 15,576,671 |
Michael Larson | 226,833,115 | | 9,246,382 | | 456,145 | | 15,576,671 |
David W. MacLennan | 221,841,098 | | 14,161,875 | | 532,669 | | 15,576,671 |
Tracy B. McKibben | 226,011,366 | | 10,062,764 | | 461,512 | | 15,576,671 |
Lionel L. Nowell III | 228,561,055 | | 7,478,964 | | 495,623 | | 15,576,671 |
Victoria J. Reich | 221,449,439 | | 14,492,244 | | 593,959 | | 15,576,671 |
Suzanne M. Vautrinot | 224,884,535 | | 11,135,941 | | 515,166 | | 15,576,671 |
John J. Zillmer | 181,160,648 | | 55,003,741 | | 371,253 | | 15,576,671 |
The second proposal voted on was approval, on an advisory basis, of the compensation of the named executive officers disclosed in the Company’s Proxy Statement. The proposal received the following votes and was approved:
FOR | | AGAINST | | ABSTAIN | | BROKER |
210,313,975 | | 24,005,420 | | 2,216,247 | | 15,576,671 |
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, 2025. The proposal received the following votes and was approved:
FOR | | AGAINST | | ABSTAIN | | BROKER |
218,186,273 | | 33,694,968 | | 231,072 | | 0 |
The fourth proposal voted on was approval of amendments to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law. The proposal received the following votes and was approved:
FOR | | AGAINST | | ABSTAIN | | BROKER |
209,983,889 | | 26,115,457 | | 436,296 | | 15,576,671 |
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Item 7.01 Regulation FD Disclosure.
On May 8, 2025, the Company issued (i) a News Release announcing Ms. Gross’s election to the Board described in Item 5.02 above, a copy of which is attached hereto as Exhibit (99.1), and (ii) a News Release announcing the results of the Annual Meeting described in Item 5.07 above, a copy of which is attached as Exhibit (99.2).
The information in Item 7.01 of this Current Report on Form 8-K is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. | | | ||
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| | Exhibit No. | | Description | | |
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| | (3.1) | | Restated Certificate of Incorporation of Ecolab Inc., as amended and in effect as of May 8, 2025. | | |
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| | (99.1) | | | ||
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| | (99.2) | | | ||
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| | (104) | | Cover Page Interactive Data File (embedded within Inline XBRL document). | | |
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Exhibit (3.1)
RESTATED CERTIFICATE OF INCORPORATION
OF
ECOLAB INC.
Ecolab Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that:
1. The name of the corporation is Ecolab Inc. (the “Corporation”). The original Certificate of Incorporation was filed on February 18, 1924, with the Delaware Secretary of State under the name of Economics Laboratory, Inc.
2. This Restated Certificate of Incorporation only restates and integrates, and does not further amend, the provisions of the Corporation’s Restated Certificate of Incorporation, dated as of May 3, 2012 (the “Former Restated Certificate of Incorporation”), and there is no discrepancy between the provisions of the Former Restated Certificate of Incorporation and the provisions of this Restated Certificate of Incorporation.
3. This Restated Certificate of Incorporation has been duly adopted by the Board of Directors of the Corporation in accordance with Section 245 of the General Corporation Law of the State of Delaware.
4. This Restated Certificate of Incorporation shall be effective upon the filing of this Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.
5. The Restated Certificate of Incorporation of the Corporation is hereby restated and integrated in its entirety to read as follows:
ARTICLE I
The name of the Corporation is Ecolab Inc.
ARTICLE II
The purposes of the Corporation are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, and without limiting the foregoing, to hold shares of the capital stock of other corporations and to engage in services of all kinds, and produce, manufacture, develop, construct, transport, buy, hold, sell and generally deal in products, materials and property, both tangible and intangible.
ARTICLE III
The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is eight hundred fifteen million (815,000,000) consisting of eight hundred million (800,000,000) shares of Common Stock of the par value of One Dollar ($1.00) per share
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and fifteen million (15,000,000) shares of Preferred Stock without par value. The number of authorized shares of any class of capital stock may be increased or decreased by the affirmative vote of the holders of a majority of capital stock of the Corporation entitled to vote.
The Board of Directors of the Corporation is granted full and complete authority to fix by resolution or resolutions the designation, and the powers, preferences and rights of the Preferred Stock and any series thereof, and the qualifications, limitations or restrictions on such powers, preferences and rights.
No stockholder shall have any preemptive right to subscribe to an additional issue of capital stock or to any security convertible into such capital stock.
ARTICLE IV
The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. Except to the extent prohibited by law, the Board of Directors shall have the right (which, to the extent exercised, shall be exclusive) to establish the rights, powers, duties, rules and procedures (a) that from time to time shall govern the Board of Directors and each of its members including without limitation the vote required for any action by the Board of Directors, and (b) that from time to time shall affect the directors’ power to manage and direct the business and affairs of the Corporation; and Article V notwithstanding, no By-Law shall be adopted by the stockholders of the Corporation which shall impair or impede the implementation of the foregoing.
The Board of Directors shall consist of a number of directors, which number shall be determined from time to time exclusively by the Board of Directors pursuant to a resolution adopted by affirmative vote of a majority of the entire Board of Directors. All directors shall be elected for a one-year term expiring at the next annual meeting of stockholders and until the election and qualification of their respective successors in office.
Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the applicable designation of the powers, preferences and rights made pursuant to Article III.
Subject to the rights of the holders of any class or series of the then outstanding capital stock of the Corporation entitled to vote generally in the election of directors, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until the election and qualification of their respective successors in office. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director. Any director, or the entire Board of Directors, may be removed from office at any time, with or without cause.
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No director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any acts or omissions occurring prior to such amendment, modification or repeal.
ARTICLE V
The Board of Directors may from time to time, by vote of a majority of its members, alter, amend or rescind all or any of the By-Laws of the Corporation, as permitted by law, subject to the power of the stockholders to change or repeal such By-Laws.
ARTICLE VI
The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned has executed this Restated Certificate of Incorporation on this 8th day of May, 2025.
| | ECOLAB INC. | |||
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| By: | /s/ Jandeen M. Boone | |||
| | | Name: Jandeen M. Boone | ||
| | | Title: Executive Vice President, | ||
| | | General Counsel and Secretary | ||
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Exhibit (99.1)
News Release
Ecolab Inc.
1 Ecolab Place
St. Paul, Minnesota 55102
www.ecolab.com
ECOLAB APPOINTS MARION GROSS TO BOARD OF DIRECTORS
ST. PAUL, Minn. – May 8, 2025 – The board of directors of Ecolab Inc. has appointed Marion Gross, previously Executive Vice President and Global Chief Supply Chain Officer at McDonalds, to the Ecolab board as an independent director and member of the Compensation & Human Capital Management Committee and the Safety, Health & Environment Committee, effective May 7, 2025. Following her appointment, Ms. Gross was elected to the board at today’s Ecolab Annual Meeting of Stockholders.
“I am delighted to welcome an exceptional global leader of Marion’s experience and expertise to our board of directors,” said Christophe Beck, Ecolab chairman and chief executive officer. “Marion’s executive leadership at one of the world’s most recognized brands, her oversight of a global supply chain serving more than 40,000 restaurants around the world and her commitment to high performing teams will directly benefit the board’s strategic mission and decision making.
“Her extensive knowledge of global product supply, aiming at the highest standards of quality and safety, her experience in international trade and business resiliency will also be invaluable as we grow our business in an increasingly complex and interconnected world. We look forward to leveraging her strategic insight and vast leadership skills to create value for our customers, communities, and shareholders.”
“We continue to refresh the board’s composition to ensure it reflects the full range of expertise and perspectives essential to support the company’s growth plans. We are thrilled to welcome Marion and look forward to benefiting from her global business experience and deep knowledge of the global foodservice industry. With her as a member of our board, we are better able to guide Ecolab’s growth strategy,” said Dave MacLennan, lead independent director for the Ecolab board.
“I know Ecolab to be a company that values high performing teams, maintains strong community connections, and delivers both for its customers and shareholders. I look forward to working with my fellow board members to continue this focus and the company’s impressive track record of value creation,” said Marion Gross.
Ms. Gross, aged 64, has enjoyed a distinguished career as a global supply chain executive with extensive leadership experience in the areas of manufacturing, safety and sustainability. She served as the Executive Vice President, Global Chief Supply Chain Officer of McDonald’s
Corporation from 2022 until her retirement in April 2025. Previously, she served as Senior Vice President, North America Supply Chain and U.S. Sustainability of McDonald’s from 2013 to 2022, as well as in various leadership positions in supply chain and business affairs at McDonald’s from 2003 to 2013. Ms. Gross earned a Bachelor of Science Degree in Transportation & Physical Distribution from Western Illinois University and a Certificate on Leadership in the Global Enterprise Program from Thunderbird, The American Graduate School of International Management.
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 more than a century of innovation, Ecolab has annual sales of $16 billion, employs approximately 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, high tech, life sciences, hospitality and industrial markets. www.ecolab.com
Follow us on LinkedIn @Ecolab, Instagram @Ecolab_Inc and Facebook @Ecolab.
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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
May 8, 2025
(ECL-C)
Exhibit (99.2)
News Release
Ecolab Inc.
1 Ecolab Place
St. Paul, Minnesota 55102
www.ecolab.com
ECOLAB ANNUAL MEETING RESULTS ANNOUNCED
ST. PAUL, Minn. – May 8, 2025 – Ecolab Inc. announced today at its annual meeting of stockholders that the slate of thirteen director nominees named in the company’s proxy statement was elected for a one-year term ending at its annual meeting of stockholders in May 2026.
In other business during today’s meeting, stockholders approved on an advisory basis the compensation of the named executive officers disclosed in the company’s proxy statement, ratified the appointment of PricewaterhouseCoopers LLP as Ecolab's independent registered public accounting firm for 2025 and approved amendments to Ecolab’s restated certificate of incorporation to limit the liability of certain officers as permitted by Delaware Law.
The final vote tabulation on all matters voted upon during today’s meeting will be reported to the U.S. Securities and Exchange Commission on a current report on Form 8-K and such report will be made available on the company’s website, www.investor.ecolab.com.
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 more than a century of innovation, Ecolab has annual sales of $16 billion, employs approximately 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, high tech, life sciences, hospitality and industrial markets. www.ecolab.com
Follow us on LinkedIn @Ecolab, Instagram @Ecolab_Inc and Facebook @Ecolab.
###
Investor Contacts:
Andrew C. Hedberg
+1 651 250 2185
Cairn Clark
+1 651 250 2291
May 8, 2025
(ECL-C)