ECOLAB INC.

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:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

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 all boxes that apply):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

​

DEAR FELLOW STOCKHOLDER:

2024 was a record-breaking year for Ecolab.

Thanks to the best sales and service team in the business, we delivered record sales, record adjusted earnings per share, record operating income margins and record free cash flow by taking care of our customers. Our team’s unparalleled reach and unique capabilities have protected the health of 1.4 billion people, conserved water equivalent to the drinking needs of nearly 800 million people, safeguarded a third of the world’s processed food production, and supported more than a fifth of the world’s power production. And we delivered our best year ever the right way, being named the most admired company in our industry and one of the world’s most ethical companies for the 19 th consecutive year.

Ecolab’s performance was impressive and broad-based:

▪

Industrial accelerated its performance, generating strong new business wins while exploring emerging micro-electronics and global high-tech opportunities.

​

▪

Institutional & Specialty delivered impressive growth in a down market, helping our restaurant and lodging customers improve performance, optimize labor and reduce costs.

​

▪

Healthcare & Life Sciences refocused on the infection prevention and instrument reprocessing needs of hospital customers, while continuing to emerge as a future leader in the fast-growing biotechnology sector.

​

▪

Pest Elimination delivered robust performance, as it made sizable investments in the scalable digital capabilities that will support future growth.

​

This success is the product of the passion and expertise of 48,000 Ecolab associates serving at millions of customer locations across more than 170 countries around the world. We believe the rich diversity of our associates, customers and communities around the world is our strength. That’s why we draw a direct connection between our best year ever and the most engaged and inclusive workforce in our history.

While I am proud of what our winning team achieved in 2024, I am just as excited for what lies ahead as we invest in our people and the solutions that will fuel our continued growth. New digital technologies will extend the positive impact of our sales and service team, with Artificial Intelligence powered dish machines, circular water systems and connected pest management delivering new insights and value for our customers.

The world is also at a moment of incredible change and opportunity, as it makes the transition to Artificial Intelligence. This evolution will reward those who can successfully address the resource constraints presented by a power- and water-intensive technology. These demands play into Ecolab’s strengths, and we are perfectly positioned to address the water and cooling needs of this high-growth industry.

I look forward to sharing more detailed updates 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 8, 2025 and make your vote count. To attend, vote and submit questions, please visitwww.virtualshareholdermeeting.com/ECL2025 and enter the 16-digit control number found in your Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card.

A fascinating chapter has just begun, and Ecolab’s services and solutions have never been more relevant. We have a solid growth formula in place, the right plan to invest in our business, and a winning people strategy that will fuel continued high performance for the years ahead.

I thank you for your investment in Ecolab and your continued belief in our team.

Christophe Beck

Chairman & CEO

​

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 8, 2025, where you will hear important updates about Ecolab’s performance and have the opportunity to vote on the proposals included in the Notice of Annual Meeting and Proxy Statement.

As we reflect on another outstanding year for Ecolab, the Board of Directors would like to extend our heartfelt thanks to the Company’s 48,000 associates. Under the capable leadership of Christophe and his executive team, Ecolab has consistently met high expectations, delivered positive impacts for our customers and provided sustained returns for its shareholders.

By the end of the year, the Company achieved record sales, adjusted earnings per share, operating income margins and free cash flow. This performance underpinned the Board’s confidence as we approved a 14% increase in our quarterly cash dividend — the 33 rd consecutive annual dividend increase.

We have made positive changes to the Board, adding new directors with a range of perspectives and expertise to support the Company’s growth ambitions.

In February 2024, we welcomed Judson Althoff as an independent director and member of the Audit and Finance Committees. With Ecolab building a new global high-tech business and furthering our digital programs, Judson’s global executive and technology experience at Microsoft has proven to be a valuable addition.

In February 2025, we welcomed Michel Doukeris, Chief Executive Officer of AB InBev, as an independent director. Michel’s experience leading a major global company and his deep knowledge of complex operations, world-class branding of innovative products and winning in consumer industries will make him a tremendous asset to the Board.

We also look forward to welcoming another independent director in Marion Gross, currently Executive Vice President and Global Chief Supply Chain Officer at McDonald’s. Marion has extensive international business expertise with specialist knowledge of global supply chains and the foodservice industry. Marion plans to retire from her current executive role prior to her election to the Ecolab Board.

Together, these directors will offer a wealth of knowledge and insights that will help guide Ecolab’s growth strategy.

In February 2025, Arthur Higgins informed the Board that he would not stand for re-election at the Annual Meeting. Arthur has provided so much to our Board and to Ecolab, consistently offering independent advice based on his knowledge of the healthcare and life sciences sectors. He has been a valued colleague, and we thank him for his many significant contributions to the Company.

As Lead Independent Director, I work to serve the best interests of Ecolab’s shareholders by ensuring that your independent directors provide critical oversight and are closely involved in the Company’s major strategic decisions. On behalf of the Board, I have also worked to represent your interests by actively seeking and responding to feedback from our investors to align Ecolab’s strategies with their interests and expectations.

Finally, the Board would like to thank you for your continued confidence in our Company. We have the privilege of witnessing firsthand the many reasons why that confidence is well placed. Ecolab has a history of delivering innovation and high performance, even in uncertain times. The company has the right strategy, leadership and structure to build on its record year and deliver continued shareholder returns.

David W. MacLennan

Lead Independent Director

​

TO THE STOCKHOLDERS OF ECOLAB INC.

The Annual Meeting of Stockholders of Ecolab Inc. will be held virtually on Thursday, May 8, 2025, 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

​

You can also vote during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/ECL2025, entering the 16-digit control number, and following the instructions. For more detailed Information, see the section entitled “Voting Procedures” beginning on page 83.