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ECOLAB INC.

For the period ended May 7, 2026. Filed Mar 20, 2026.

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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 7, 2026 · Filed Mar 20, 2026

ECL$300.68-1.7%Stored close · as of Nov 6, 2026
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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

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Soliciting Material under §240.14a-12

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ECOLAB INC.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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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

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​OUR PURPOSE​
​A trusted partner for millions of customers, Ecolab Inc. is a global leader in water, hygiene and infection prevention solutions and services that help protect people and the resources vital to life. For more than a century, Ecolab has advanced innovation by integrating science-based solutions, data-driven insights, AI technology and world-class service. This unique combination enables Ecolab to partner with customers to define what best-in-class looks like and scale it across their operations, helping them achieve peak performance.​
​Protecting people and the resources vital to life Today, Ecolab has $16 billion in annual sales, 48,000 associates and customers in more than 170 countries and 40 industries. The company helps protect one-third of the world’s food production and a quarter of the power generated while delivering innovative solutions across food, healthcare, data centers, microelectronics, life sciences and hospitality. Ecolab’s comprehensive approach protects what’s vital, aiming by 2030 to help protect 2 billion people from infections and enough drinking water for 1 billion people while enhancing business performance.​​Helping customers succeed From hotels, restaurants and healthcare facilities to food and beverage plants, data centers, manufacturing plants and power generation facilities across the globe, Ecolab’s 25,000-strong sales-and-service team uses innovative solutions to help solve the most pressing challenges our customers face. Many of the world’s leading companies rely on Ecolab to help ensure product quality and guest satisfaction, maintain brand reputation and advance progress toward their operational and sustainability goals.​​Providing personalized service We believe Ecolab’s ultimate competitive advantage is found in our industry-leading sales-and-service force. Every customer challenge is unique, which is why we partner with customers in their facilities, providing innovative solutions, digital technologies and insights.​​Developing innovative solutions Our team of approximately 3,000 scientists, engineers, technical specialists and digital specialists create innovative solutions, including antimicrobials, dispensing and monitoring, personal and environmental hygiene, polymers, surfactants, solid chemistry, water management and data analytics, working to improve operational efficiency, product quality and safety for our customers.​
​THE VALUE WE DELIVER​​
​Helping Customers Succeed while Protecting People and the Resources Vital to Life​​
​We grow fast by enabling the best outcomes for people, planet, and business health, and working to deliver long-term value to customers and stockholders.​
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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​
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​Millions of Customers​​100+ Year History of Innovation​​Team of 48,000 Associates​​$24.8M donated in 2025​
​A Message from Ecolab’s Chairman and Chief Executive Officer​

DEAR FELLOW STOCKHOLDER:

2025 was another record year for Ecolab. Thanks to our 48,000 associates, we delivered record sales, earnings per share, operating income margins and free cash flow by staying focused on what matters most: taking care of our customers and each other. This approach continues to drive strong, consistent growth across the Company.

Our team delivered strong performance across our businesses. Institutional & Specialty helped hospitality customers improve performance, address labor challenges and run efficiently. Global Water drove growth by delivering measurable value across commercial and industrial markets and advanced major opportunities in the fast-growing microelectronics and data center industries. Life Sciences delivered another strong year in biopharma as demand for high standards in contamination control and purification grew. And Pest Elimination drove strong growth as our digitally connected smart devices expanded their reach and delivered stronger outcomes for customers.

A major highlight of the year was welcoming Ovivo Electronics to the Ecolab family. Its world-leading ultrapure water technology strengthens our position across the microelectronics value chain and enables a best-in-class circular water offering for the fast-growing semiconductor market. With Ovivo, we now have the capability to serve all three industries fueling Artificial Intelligence’s (AI) growth: fabs, power systems and data centers.

Innovation continued to fuel our progress. We introduced smarter, more automated, more sustainable solutions across our portfolio — from advanced liquid cooling for data centers to AI-enabled cleaning systems in food and beverage facilities and Purolite resins for life-saving drug production. These solutions combine science-based expertise, data-driven insights, AI technologies and world-class service. This unique blend is what defines Ecolab, as we help millions of customers across 40 industries in 170 countries deliver better outcomes, higher performance and minimized environmental impact. It’s why we know what best-in-class looks like and how to help every customer reach it.

Our purpose-driven growth was also recognized globally. Ecolab was named one of the World’s Most Admired Companies by Fortune, ranking first in our industry for the 12th year. We also earned a rare Double-A rating by CDP, the world’s leading environmental rating organization, and were named on the Ethical Companies list by Ethisphere for the 20th consecutive year.

Our momentum in AI was also recognized on Fortune’s AIQ ranking, which identifies companies best prepared to lead in the age of AI. Ecolab’s number nine position reflects how we apply advanced analytics and AI technologies that help customers operate more efficiently, drive growth and conserve water and energy. We are helping shape the future of AI by combining deep technical expertise with purposeful innovation.

As we look ahead, the world is growing more complex, and our diverse portfolio positions us well to help customers stay ahead. We win by delivering better business outcomes, stronger operational performance and lower environmental impact, and we continue to raise the bar by investing in our people, technologies and One Ecolab growth strategy. The momentum we built this year gives us a strong foundation for the years ahead, and with a more connected organization, advanced portfolio and deeper customer partnerships, we are well positioned to keep delivering high performance for our customers and shareholders.

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 9:30 a.m., Central Time on May 7, 2026, and make your vote count. To attend, vote and submit questions, please visitwww.virtualshareholdermeeting.com/ECL2026 and enter the 16-digit control number found in your Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card.

I’m proud of what our team accomplished in 2025 and excited for what comes next. Thank you for your belief in Ecolab and in the work we do together. The best chapters of our story are ahead.

Christophe Beck

CHAIRMAN & CEO

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​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 7, 2026, 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 2025, I am pleased to share that Ecolab had another year of strong performance, disciplined execution and meaningful progress toward our long-term strategy. Ecolab continues to demonstrate resilience and innovation in a dynamic global environment, delivering results for customers while creating sustainable value for shareholders. Our performance this year once again reinforces the strength of our strategy, leadership and purpose-driven culture.

Ecolab delivered another year of strong returns while maintaining financial discipline. Together, we generated healthy top-line growth, improved margin performance and delivered strong free cash flow again in 2025. The company’s ability to consistently deliver these results — while continuing to invest in R&D, digital innovation, talent and growth opportunities — demonstrates focused leadership and a long-term mindset.

The Board remains confident in Ecolab’s financial strength and strategic direction. Maintaining a balanced and effective capital allocation framework remains a priority, including reinvesting to drive growth and announcing a 12% increase in our quarterly cash dividend — the 34 th consecutive annual increase.

In May 2025, we welcomed Marion Gross to the Board as an independent director and member of the Compensation & Human Capital Management and the Safety, Health & Environment Committees. Marion’s extensive global business experience and deep knowledge of the global foodservice industry have already made her an exceptional asset to the Board.

In August 2025, we also welcomed Julie Whalen to the Board as an independent director and member of the Audit and Finance Committees. Julie’s comprehensive executive leadership experience and global perspective also had a significant impact.

In February 2026, Victoria Reich informed the Board that she would not stand for re-election at the Annual Meeting. Vicki has been a valued colleague and trusted advisor, consistently offering independent perspectives and her deep financial expertise and global leadership experience. We are deeply grateful for her 17 years of service, including seven years as Chair of the Audit Committee. We thank her for all the contributions she made to Ecolab and our team.

As Lead Independent Director, I remain committed to serving the best interests of Ecolab’s shareholders by ensuring our independent directors provide strong oversight and remain deeply engaged in the company’s most significant strategic and investment decisions. By continuing to prioritize engaging with investors, I’ve been able to incorporate their perspectives to help align Ecolab’s strategy with shareholder expectations. I’m also continuing to support ongoing Board refreshment by overseeing planned rotations of key Chair roles to bring fresh perspectives and ensure our governance remains rigorous, forward-looking and proactive.

As I look ahead, I remain confident in Ecolab’s ability to continue delivering strong performance and long-term value. I want to extend my sincere gratitude to our shareholders for their continued trust and support, which empower us to pursue our strategy with focus and ambition. I also am deeply appreciative of the Board’s steadfast leadership and their belief in Ecolab’s future. Their engagement and guidance strengthen our ability to advance our purpose, support our team and deliver sustainable growth for the years to come.

David W. MacLennan

LEAD INDEPENDENT DIRECTOR

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​Notice of 2026 Annual Meeting​

TO THE STOCKHOLDERS OF ECOLAB INC.

The Annual Meeting of Stockholders of Ecolab Inc. will be held virtually on Thursday, May 7, 2026, at 9:30 a.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​
​Thursday, May 7, 2026 9:30 a.m., Central Time​
​​​VIRTUAL MEETING​
​To attend the Annual Meeting visit www.virtualshareholdermeeting.com/ECL2026 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 87 of the Proxy Statement.​​
​​​WHO MAY VOTE​
​Our Board of Directors has fixed the close of business on March 10, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.​
​ · PROPOSALS · ​ · ​ · ​ · BOARD RECOMMENDATION · ​ · ​ · ​ · SEE PAGE · ​
​1​​Election of 13 director nominees named in the Proxy Statement to a one-year term ending in May 2027​​​​​FOR each director nominee​​​13​
​2​​Approval, on an advisory basis, of the compensation of our named executive officers disclosed in the Proxy Statement​​​​​FOR​​​41​
​3​​Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year ending December 31, 2026​​​​​FOR​​​80​
​4​​Stockholder proposal regarding an independent board chair policy, if properly presented at the meeting​​​​​AGAINST​​​83​
​5​​Transaction of such other business as may properly come before our Annual Meeting and any adjournment or postponement thereof​

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​​​By Order of the Board of Directors, Jandeen M. Boone EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY March 23, 2026​
​IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS​​​This Notice of 2026 Annual Meeting, Proxy Statement and Annual Report to Stockholders of Ecolab Inc. are available at www.proxyvote.com.​​​​
​YOUR VOTE IS IMPORTANT! PLEASE SUBMIT YOUR PROXY TODAY.​​
​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​​​​​MAIL​​​​​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/ECL2026, entering the 16-digit control number, and following the instructions. For more detailed Information, see the section entitled “Voting Procedures” beginning on page 87.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.