ECOLAB INC.
For the period ended May 8, 2025. Filed Mar 24, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2025 · Filed Mar 24, 2025
Contents
APPENDIX B
APPENDIX B
Reconciliation of Non-GAAP Financial Measures
This Proxy Statement includes financial measures that have not been calculated in accordance with U.S. GAAP. These non-GAAP measures include organic sales, organic operating income margin and adjusted diluted EPS. We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results.
These non-GAAP measures are not in accordance with, or an alternative to U.S. GAAP and may be different from non-GAAP measures used by other companies. You should not rely on any single financial measure when evaluating our business. We recommend that investors view these measures in conjunction with the U.S. GAAP measures, and we have provided reconciliations of reported U.S. GAAP amounts to the non-GAAP amounts below.
| · · · · · Twelve Months Ended December 31 · | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · (millions, except percent) · · · · 2024 · · · · 2023 · | ||||||||||||||||
| | Net sales | | | | | | | | | | | | | | | |
| | Reported GAAP net sales | | | | | $15,741.4 | | | | | | $15,320.2 | | | ||
| | Effect of foreign currency translation | | | | | | 131.6 | | | | | | | 55.3 | | |
| | Non-GAAP fixed currency sales | | | | | | 15,873.0 | | | | | | | 15,375.5 | | |
| | Effect of acquisitions and divestitures | | | | | | (131.5) | | | | | | | (252.5) | | |
| | Non-GAAP organic sales | | | | | $15,741.5 | | | | | | $15,123.0 | | | ||
| | | | | | | | | | | | | | | | | |
| | Operating income | | | | | | | | | | | | | | | |
| | Reported GAAP operating income | | | | | $2,802.4 | | | | | | $1,992.3 | | | ||
| | Special (gains) and charges at public currency rates | | | | | | (183.6) | | | | | | | 133.9 | | |
| | Non-GAAP adjusted operating income | | | | | | 2,618.8 | | | | | | | 2,126.2 | | |
| | Effect of foreign currency translation | | | | | | 32.9 | | | | | | | 9.4 | | |
| | Non-GAAP adjusted fixed currency operating income | | | | | | 2,651.7 | | | | | | | 2,135.6 | | |
| | Effect of acquisitions and divestitures | | | | | | (7.5) | | | | | | | (38.4) | | |
| | Non-GAAP organic operating income | | | | | $2,644.2 | | | | | | $2,097.2 | | | ||
| | | | | | | | | | | | | | | | | |
| | Operating income margin | | | | | | | | | | | | | | | |
| | Reported GAAP operating income margin | | | | | | 17.8% | | | | | | | 13.0% | | |
| | Non-GAAP organic operating income margin | | | | | | 16.8% | | | | | | | 13.9% | | |
| | | | | | | | | | | | | | | | | |
| | Diluted EPS attributable to Ecolab | | | | | | | | | | | | | | | |
| | Reported GAAP diluted EPS | | | | | $7.37 | | | | | | $4.79 | | | ||
| | Special (gains) and charges, after tax | | | | | | (0.44) | | | | | | | 0.38 | | |
| | Discrete tax net expense (benefit) | | | | | | (0.28) | | | | | | | 0.04 | | |
| | Non-GAAP adjusted diluted EPS | | | | | $6.65 | | | | | | $5.21 | | | ||
ECOLAB PROXY STATEMENT 2025 91
ECOLAB INC. CORPORATE SECRETARY 1 ECOLAB PLACE ST. PAUL, MN 55102-2739 SCAN TO VIEW MATERIALS & VOTE As a stockholder of Ecolab Inc., you have the option of voting the shares electronically through the Internet or on the telephone or by mail. Votes submitted electronically over the Internet or by telephone must be received by 11:59 P.M. Eastern Time on May 7, 2025 for shares held directly and by 11:59 P.M. Eastern Time on May 5, 2025 for shares held in a Plan. VOTE BY INTERNET Before the Annual Meeting - Go to www.proxyvote.com or scan the QR Barcode above. Have the 16-digit control number that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX available and follow prompts to vote the shares. DURING THE ANNUAL MEETING - Go to www.virtualshareholdermeeting.com/ECL2025. You may attend the meeting via the Internet, submit questions and vote during the meeting when the polls are open. Have the 16-digit control number available that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX and follow the prompts to register for access to the virtual meeting and to vote the shares. VOTE BY PHONE Call 1-800-690-6903 using any touch-tone telephone to transmit your voting instructions. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V63779-P24641 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY ECOLAB INC. The Board of Directors recommends you vote FOR each of the nominees listed in proposal 1: 1.Election of Directors. Nominees: For Against Abstain 1a. Judson B. Althoff ! ! ! 1b. Shari L. Ballard ! ! ! 1c. Christophe Beck ! ! ! 1d. Michel D. Doukeris ! ! ! 1e. Eric M. Green ! ! ! 1f. Marion K. Gross ! ! ! 1g. Michael Larson ! ! ! 1h. David W. MacLennan ! ! ! 1i. Tracy B. McKibben ! ! ! 1j. Lionel L. Nowell III ! ! ! 1k. Victoria J. Reich 1l. Suzanne M. Vautrinot 1m. John J. Zillmer The Board of Directors recommends you vote FOR management proposals 2, 3 and 4: Approve, on an advisory basis, the compensation of our named executive officers disclosed in the Proxy Statement. Ratify the appointment of PricewaterhouseCoopers LLP as Ecolab’s independent registered public accounting firm for the current year ending December 31, 2025. Approve amendment to the Ecolab Inc. Restated Certificate of Incorporation to limit the liability of Certain Officers as permitted by Delaware law. For Against Abstain ! ! ! ! ! ! ! ! ! For Against Abstain ! ! ! ! ! ! ! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. V63780-P24641Proxy — Ecolab Inc. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ECOLAB INC. ANNUAL MEETING OF STOCKHOLDERS MAY 8, 2025 The undersigned hereby appoints Christophe Beck, Jandeen M. Boone and Theresa E. Corona, and each of them, with power of substitution to each as proxies to represent the undersigned at the Annual Meeting of Stockholders of Ecolab Inc., to be held virtually at www.virtualshareholdermeeting.com/ECL2025 at 12:30 p.m. Central Time on Thursday, May 8, 2025, and at any adjournment or postponement thereof, and to vote all shares of stock which the undersigned may be entitled to vote at said meeting as directed on the reverse side with respect to the proposals as set forth in the Proxy Statement, and in their discretion, upon any other matters that may properly come before the meeting. This proxy will be voted as specified by the undersigned. If no such direction is given, your proxies will have the authority to vote “FOR” each of the nominees listed in proposal 1, “FOR” on proposals 2, 3 and 4 and in the discretion of the proxy holder on any other matter that may properly come before the annual meeting and any adjournment or postponement thereof. The tabulator cannot vote the shares unless you sign and return this card, or you use the telephone or Internet voting services to cast your proxy. Continued and to be signed on reverse side
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.