8-KShareholder MattersExhibits & Filings

ECOLAB INC. 8-K Report, Shareholder Vote Results (May 7, 2021)

Filed May 7, 2021For Securities:ECL

Summary

Ecolab Inc. (ECL) filed an 8-K report on May 6, 2021, detailing the outcomes of its Annual Meeting of Stockholders held on May 5, 2021. The meeting saw strong support for the election of directors and the ratification of PricewaterhouseCoopers LLP as the independent auditor. Notably, all nominated directors received a significant majority of votes in favor of their election, indicating continued confidence from shareholders in the company's leadership. Furthermore, the advisory vote on executive compensation was approved, and the appointment of the independent registered public accounting firm for the fiscal year ending December 31, 2021, was also ratified by shareholders. However, a stockholder proposal concerning proxy access did not receive majority approval. This filing provides transparency on key governance matters and shareholder decisions.

Key Highlights

  • 1All 13 nominated directors were elected for a one-year term ending at the 2022 annual meeting, with substantial 'For' votes, indicating strong shareholder support for the board.
  • 2PricewaterhouseCoopers LLP was ratified as Ecolab's independent registered public accounting firm for the fiscal year ending December 31, 2021, with a significant majority of 'For' votes.
  • 3The advisory resolution to approve the compensation of the company's named executive officers received majority approval.
  • 4A significant majority of issued and outstanding shares (251,819,179 out of 286,078,114) were represented at the annual meeting, demonstrating robust shareholder participation.
  • 5A stockholder proposal regarding proxy access was voted down, failing to achieve majority shareholder approval.
  • 6The filing includes an attached News Release as Exhibit (99.1) detailing the meeting's results, which is incorporated by reference.

Frequently Asked Questions

The main outcomes include the election of all 13 nominated directors, the ratification of PricewaterhouseCoopers LLP as the independent auditor, and the approval of executive compensation on an advisory basis. A stockholder proposal on proxy access was not approved.

Yes, the shareholders ratified the appointment of PricewaterhouseCoopers LLP as Ecolab’s independent registered public accounting firm for the year ending December 31, 2021, with 229,385,671 votes 'For' compared to 22,059,467 votes 'Against'.

Yes, the proposal to approve, on an advisory basis, the compensation of the executives disclosed in the Proxy Statement received majority support, with 206,065,749 votes 'For' and 25,370,952 votes 'Against'.

The stockholder proposal regarding proxy access did not receive majority approval. It garnered 88,198,439 votes 'For' and 145,306,244 votes 'Against'.