Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 18, 2025

ECOLAB INC.

(Exact name of registrant as specified in its charter)


Delaware	1-9328	41-0231510
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)


1 Ecolab Place, Saint Paul, Minnesota		55102
(Address of principal executive offices)		(Zip Code)


Registrant’s telephone number, including area code 1-800-232-6522

(Not applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	ECL	New York Stock Exchange
2.625% Euro Notes due 2025	ECL 25	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(1)Appointment of director

On February 20, 2025, the board of directors (“Board”) of Ecolab Inc., a Delaware corporation (“Company”), appointed Michel Doukeris as a member of the Board. The Board expects to appoint Mr. Doukeris to one or more of its committees, with such committee assignment(s) to be determined at a later date.

Mr. Doukeris is the Chief Executive Officer of Anheuser-Busch InBev SA/NV (“AB InBev”) since July 2021. Mr. Doukeris joined AB InBev in 1996 and held a number of commercial operations roles in Latin America before moving to Asia where he led AB InBev’s China and Asia Pacific operations for seven years. In 2016 he moved to the U.S. to assume the position of global Chief Sales Officer. Prior to his appointment as CEO, Mr. Doukeris led Anheuser-Busch and the North American business since January 2018.

Following the effective date of his appointment, Mr. Doukeris will be entitled to participate in the Company’s regular director compensation arrangements.

There were no arrangements or understandings between Mr. Doukeris and any other person pursuant to which he was elected as a director, and there is no transaction between Mr. Doukeris (and his immediate family) and the Company that requires disclosure in accordance with Item 404(a) of Regulation S-K.

A copy of the News Release issued by the Company in connection with this report under Item 5.02 is attached as Exhibit (99.1).

(2)Director not standing for re-election

On February 18, 2025, director Arthur J. Higgins informed the Board that he would not stand for re-election at the Company's annual meeting to be held on May 8, 2025. Mr. Higgins’ decision not to stand for re-election was not the result of any disagreement with the Company. Mr. Higgins has been a valued colleague of the Board, and the Board would like to thank him for his many years of service.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.	Description	Method of Filing

(99.1)	Ecolab Inc. News Release dated February 20, 2025.	Filed herewith electronically.

(104)	Cover Page Interactive Data File.	Embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ECOLAB INC.


Date: February 20, 2025	By:	/s/ Youhao Dong
		Youhao Dong
		Assistant Secretary

Exhibit 99.1

News Release

Ecolab Inc.

1 Ecolab Place

St. Paul, Minnesota 55102

www.ecolab.com

ECOLAB APPOINTS MICHEL DOUKERIS TO BOARD OF DIRECTORS

ST. PAUL, Minn. – Feb. 20, 2025 – The board of directors of Ecolab Inc. has appointed Michel Doukeris, Chief Executive Officer of AB InBev, to the Ecolab board as an independent director, effective February 20, 2025.

“Michel's experience as the CEO of a major global company and his deep knowledge of complex operations, world-class branding of innovative products and winning in consumer industries make him a tremendous addition to our board of directors,” said Christophe Beck, Ecolab chairman and chief executive officer. “His proven ability to lead international teams to strong business results in both developed and developing markets, along with his commitment to elevating food safety and addressing water scarcity challenges, aligns perfectly with Ecolab's mission to protect what’s vital. We look forward to leveraging his strategic insights and experience to further enhance our offerings and create incremental value for our customers, communities and shareholders.”

“Ecolab's board is dedicated to fostering sustainable growth and delivering meaningful value for our shareholders. We continuously evaluate and refresh the board’s composition to ensure it reflects the full range of expertise and perspectives essential to support our mission and growth plans. We are thrilled to welcome Michel to the Ecolab board and are excited about the extensive executive and industry knowledge he brings,” said Dave MacLennan, lead independent director for the Ecolab board.

“It’s an honor to join the board of Ecolab, a company that is dedicated to delivering for its shareholders while making a positive impact for its customers and communities. I look forward to bringing my global experience to bear as I work with my fellow board members to help guide Ecolab’s strategy and advance the company’s growth,” said Michel Doukeris.

Mr. Doukeris, age 51, is a prominent leader with deep global executive experience in the beverage industry. He has served as Chief Executive Officer of AB InBev since 2021, where he leads the world's largest brewer in its purpose to create a future with more cheers. His leadership roles across AB InBev in the United States, Asia and South America have equipped him with significant insights into global business operations, talent development, and the challenges of water and energy utilization. Under his leadership, the company has implemented various sustainability initiatives aimed at reducing environmental impact while meeting consumer demands. Mr. Doukeris earned a Bachelor of Science (Chemical Engineering) from

the Federal University of Santa Catarina (Brazil) and a Master’s Degree in Marketing from Fundação Getulio Vargas (Brazil). He has also completed post-graduate programs in Marketing and Marketing Strategy at the Kellogg School of Management (USA) and Wharton Business School (USA).

About Ecolab

A trusted partner for millions of customers, Ecolab (NYSE:ECL) is a global sustainability leader offering water, hygiene and infection prevention solutions and services that protect people and the resources vital to life. Building on more than a century of innovation, Ecolab has annual sales of $16 billion, employs approximately 48,000 associates and operates in more than 170 countries around the world. The company delivers comprehensive science-based solutions, data-driven insights and world-class service to advance food safety, maintain clean and safe environments, and optimize water and energy use. Ecolab’s innovative solutions improve operational efficiencies and sustainability for customers in the food, healthcare, high tech, life sciences, hospitality and industrial markets.

www.ecolab.com

###

Investor Contacts:

Andrew C. Hedberg

+1 651 250 2185

Cairn Clark

+1 651 250 2291

Media Contact:

Nigel Glennie

+1 651 250 2576

MediaRelations@Ecolab.com

February 20, 2025

(ECL-C)

Document and Entity Information	Feb. 18, 2025
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 18, 2025
Entity Registrant Name	ECOLAB INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-9328
Entity Tax Identification Number	41-0231510
Entity Address, Address Line One	1 Ecolab Place
Entity Address, City or Town	Saint Paul
Entity Address State Or Province	MN
Entity Address, Postal Zip Code	55102
City Area Code	800
Local Phone Number	232-6522
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000031462
Amendment Flag	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	ECL
Security Exchange Name	NYSE
Euro Notes Due 2025 [Member]
Document Information [Line Items]
Title of 12(b) Security	2.625% Euro Notes due 2025
Trading Symbol	ECL 25
Security Exchange Name	NYSE

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