ECOLAB INC
For the period ended May 2, 2024. Filed Mar 15, 2024.
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May 2, 2024 · Filed Mar 15, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
☐
Soliciting Material under §240.14a-12
ECOLAB INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
| | | | OUR PURPOSE | | |
|---|---|---|---|---|---|
| | Partner to make the world cleaner, safer and healthier — helping customers succeed while protecting people and the resources vital to life. | | |||
| | THE VALUE WE DELIVER | |
|---|---|---|
| | Grow fast by enabling the best outcomes for people, planet, and business health at the highest return | |
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| | PEOPLE HEALTH | | | | PLANET HEALTH | | | | BUSINESS HEALTH | |
| | Help people thrive by protecting their individual health, the food they eat, and the spaces where they live and work | | | | Help the planet thrive by protecting the earth’s climate and its most valuable resource: water | | | | Help businesses thrive by protecting their reputations and their bottom line | |
| | OUR PILLARS | | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | ||||
| | WATER | | | FOOD | | | HEALTH | | | CLIMATE | |
As a trusted partner to our customers, we deliver value through comprehensive programs that help them achieve people, planet, and business health — and help them measure their impact and progress toward their business goals.
| | | | ECOLAB SCIENCE CERTIFIED™ The Ecolab Science Certified program is a comprehensive, science-based public health and food safety program that helps businesses including hotels, restaurants, and grocery stores advance cleaner, safer practices to achieve a higher level of cleanliness. Businesses that commit to these rigorous standards and periodic audits earn the Ecolab Science Certified seal. | |
|---|---|---|---|---|
| | | | ECOLAB WATER FOR CLIMATE™ Our Ecolab Water for Climate program helps companies meet their ambitious climate goals without compromising business growth. Ecolab Water for Climate provides holistic solutions that are designed to close the gap between corporate goals and site-level needs, offering customers tiered, outcome-based water solutions tailored to their industry. By bringing together science, strategy, and on-the ground solutions, we can help customers work toward their goals to reduce their environmental footprint, increase profitability, and advance sustainable growth. | |
| | | | eROISM Through our proprietary eROI approach, which calculates the exponential return on our customers’ investment in our products and services, we measure the positive impact of our solutions. eROI helps customers quantify their return through water, energy, and comprehensive operating cost savings while enabling them to plan and track their progress across a range of performance and environmental goals. | |
| | $15B | | | annual net sales | |
|---|---|---|---|---|---|
| | 48,000 | | | global associates, the industry’s largest and best trained, including: ▪ 26,000 sales and service associates ▪ 1,200 scientists, engineers, and technical specialists | |
| | 40+ | | | industries served | |
| | 170+ | | | countries | |
| | 100 | | | years of innovation | |
| | 11,000+ | | | patents | |
| | $192M | | | Invested in R&D, 1.3% of sales, 20 R&D locations | |
A Message from Ecolab’s Chairman and Chief Executive Officer
DEAR FELLOW STOCKHOLDER:
2023 was a year of milestones and momentum for Ecolab.
After achieving the rare honor of 100 years in business, our team of 48,000 associates went on to deliver for customers across more than 170 countries worldwide. They made 2023 our best year yet, while strengthening Ecolab’s connections with customers, partners and communities, and upholding our rich history of making the world cleaner, safer and healthier.
Our Global Industrial team reinforced Ecolab’s position as the world’s water company by helping customers deliver critical business, water and sustainability outcomes. The Institutional & Specialty team returned to its rightful place as a significant driver of Ecolab’s business, as they helped newly energized hospitality and retail customers thrive. The Healthcare & Life Sciences team continued their work to build a growth engine for the future. And our Pest Elimination team combined science-based service and expert innovation to grow at a historic pace.
Even as inflationary pressures elevated raw material, energy and transportation costs, our team worked to prove the total value delivered to customers. Their combined efforts allowed Ecolab to report historically impressive levels of new business and sales growth. That is why we finished 2023 with great momentum and full of confidence for the year ahead.
We believe that doing the right thing, the right way, is good for business. We achieved record associate engagement scores, made Ecolab safer and more inclusive, and demonstrated solid progress on our sustainability targets. And in 2024, we were once again recognized as the world’s most admired company in our industry and as one of the world’s most ethical companies for the 18 th consecutive year.
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| | 2023 was a year of milestones and momentum for Ecolab. It is thanks to our global team of associates that we continue to grow fast and drive performance, while making a net positive impact on the world.” | |
These achievements are the result of all we’ve done in recent years to protect our team, our customers, and our Company. Through it all, Ecolab has remained focused on delivering strong returns for our stockholders. In 2023, we returned $604 million in cash dividends, while also investing in our business to support future growth. Our excellent cash flow and strong business momentum allowed us to announce our 32nd annual cash dividend rate increase and continue our 87-year run of common stock cash dividends.
I look forward to sharing more detailed updates on these and other matters at our upcoming Annual Meeting of Stockholders. You can find details of the business to be addressed in our Notice of Annual Meeting and the Proxy Statement. I invite you to join the live webcast at 12:30 p.m. Central Time on May 2, 2024 and make your vote count. To attend, vote and submit questions, please visitwww.virtualshareholdermeeting.com/ECL2024 and enter the 16-digit control number found in your Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card.
As Chairman and CEO of Ecolab, I am excited about our Company’s bright future and the positive impact we can continue to make on the world. I want to thank you for your investment and your ongoing belief in our team.
We can all be proud of Ecolab’s last 100 years, and I am confident that together, we can make our next century even better.
Sincerely,
Christophe Beck
CHAIRMAN AND CEO
March 18, 2024
A Message from Ecolab’s Lead
Independent Director
DEAR FELLOW STOCKHOLDER:
As lead independent director, and on behalf of all Ecolab independent directors, I invite you to join the Company’s Annual Meeting of Stockholders on May 2, 2024. Here you will be able to vote on stockholder proposals, hear important updates about 2023 and how we successfully managed a year of continued business growth.
It was in 2023 that I was elected as Ecolab’s lead independent director, replacing Jeffrey M. Ettinger. I would like to acknowledge Jeff and the many contributions he made to Ecolab’s Board as my predecessor. While I bring different experiences and insights to the position, I am also focused on delivering long-term value for our stockholders.
In 2024, we were excited to welcome Judson Althoff to the Board. His global business and high-tech experience make him an excellent addition and we are sure to benefit from his artificial intelligence and cloud computing knowledge. We also thank our valued colleague, Barbara J. Beck, for her service, including in her roles as Chair of the Governance Committee and the Compensation & Human Capital Management Committee.
As I look back on the previous year, your independent directors were deeply involved in the development and oversight of Ecolab’s business strategy. We focused on the successful assessment and mitigation of Company risk, including the management of financial, business and sustainability risk. We also oversaw a renewed focus on cementing the Company’s status as an innovation powerhouse. By focusing on market, enterprise and breakthrough innovations, we see Ecolab addressing critical customer needs and realizing significant new sales opportunities in the coming years.
I have personally worked closely with our Chairman & CEO to maintain effective working relationships between the independent directors and Ecolab’s management. I also take very seriously the responsibility of reviewing and supporting the effectiveness and independence of your Board of Directors. As Chair of the Governance Committee, I have also led ongoing efforts to maintain strong Board leadership, composition and refreshment.
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| | Ecolab’s last century was characterized by innovation, growth and positive impact. The Company has the strategy and leadership in place to continue this momentum and deliver strong returns for its stockholders.” | |
It is the combined effect of this work that makes me proud of Ecolab’s continued progress in 2023. This is the message that I shared as I represented your interests in many stockholder engagements during the year. These conversations were often focused on Ecolab’s executive compensation, governance structure, board composition and refreshment, and the oversight of risk.
If these topics are also of interest to you, I invite you to review the updates and ongoing changes overseen by the Board’s committees, including the Compensation & Human Capital Management Committee.
I would also like to thank you, our stockholders, for your continued confidence and investment in Ecolab. Your support underpins our commitment to continued progress and innovation in the pursuit of sustainable long-term value creation.
Sincerely,
David W. MacLennan
LEAD INDEPENDENT DIRECTOR
March 18, 2024
Notice of 2024 Annual Meeting
TO THE STOCKHOLDERS OF ECOLAB INC.
The Annual Meeting of Stockholders of Ecolab Inc. will be held virtually on Thursday, May 2, 2024, at 12:30 p.m., Central Time, by means of a live webcast. We will vote on the matters described below which are more fully explained in the Proxy Statement. Our Annual Meeting will be held in avirtual meeting format only. You will not be able to attend the Annual Meeting at a physical location.
MEETING INFORMATION
| | | | DATE AND TIME | | |
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| | Thursday, May 2, 2024 12:30 p.m., Central Time | | |||
| | | | VIRTUAL MEETING | | |
| | To attend the Annual Meeting visit www.virtualshareholdermeeting.com/ECL2024 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card and follow the prompts. | | |||
| | You will be able to participate in the virtual annual meeting online, vote your shares electronically and submit questions during the meeting. For more information on how to vote, see “Voting Procedures” in the General Information section starting on page 86 of the Proxy Statement. | | |||
| | | | WHO MAY VOTE | | |
| | Our Board of Directors has fixed the close of business on March 5, 2024 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting. | | |||
ITEMS OF BUSINESS
| · PROPOSAL · · · · BOARD RECOMMENDATION · · · · SEE PAGE · | |||||||||||||||
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| | 1 | | | Election of 12 director nominees named in the Proxy Statement to a one-year term ending in May 2025 | | | | | | FOR each director nominee | | | | 12 | |
| | 2 | | | Approval, on an advisory basis, of the compensation of our named executive officers disclosed in the Proxy Statement | | | | | | FOR | | | | 38 | |
| | 3 | | | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year ending December 31, 2024 | | | | | | FOR | | | | 79 | |
| | 4 | | | Stockholder proposal regarding an independent board chair policy, if properly presented at the meeting. | | | | | | AGAINST | | | | 82 | |
| | 5 | | | Transaction of such other business as may properly come before our Annual Meeting and any adjournment or postponement thereof | | ||||||||||
| | | | By Order of the Board of Directors, Lanesha T. Minnix EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY March 18, 2024 | |
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| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS | | | | This Notice of 2024 Annual Meeting, Proxy Statement and Annual Report to Stockholders of Ecolab Inc. are available at www.proxyvote.com. | | | | |
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| | YOUR VOTE IS IMPORTANT! PLEASE SUBMIT YOUR PROXY TODAY. | | ||||||||||||||||||||||
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| | Your vote is a valuable part of the investment made in our Company and is the best way to influence corporate governance and decision-making. Please take time to read the enclosed materials and vote! | | ||||||||||||||||||||||
| | Please vote as promptly as possible by using any of the following methods: | | ||||||||||||||||||||||
| | | | INTERNET | | | | | | TELEPHONE | | | | | | | | | | | MOBILE DEVICE | | |||
| | You may vote by proxy by visiting www.proxyvote.com and entering the 16-digit control number found on your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. The availability of online voting may depend on the voting procedures of the organization that holds your shares. | | | | Call 1-800-690-6903 using any touch-tone telephone | | | | Mark, sign, and date your proxy card or voting instruction form and return it in the postage-paid envelope | | | | Scan the QR code using your mobile device to go to www.proxyvote.com | | ||||||||||
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You can also vote during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/ECL2024, entering the 16-digit control number, and following the instructions. For more detailed information, see the section entitled “Voting Procedures” beginning on page 86.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.