Ecolab (ECL) Proxy filing summary

Executive summary

• Achieved record sales, earnings per share, operating income margins, and free cash flow in 2025, driven by innovation, customer focus, and operational excellence.

• Expanded business through acquisition of Ovivo Electronics, enhancing capabilities in ultrapure water technology for the semiconductor market.

• Recognized globally for sustainability, ethics, and innovation, including Fortune's Most Admired Companies and Ethisphere's World's Most Ethical Companies.

• Continued investment in R&D, digital innovation, and talent development to support long-term growth.

Voting matters and shareholder proposals

• Election of 13 director nominees for one-year terms ending in May 2027.

• Advisory vote to approve executive compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Stockholder proposal for an independent board chair policy, with Board recommending a vote against.

Board of directors and corporate governance

• Board comprises 13 nominees, 92% independent, with diverse backgrounds and balanced tenure.

• Strong Lead Independent Director role, annual election of directors, and robust stockholder rights including proxy access and special meeting rights.

• Ongoing board refreshment, with new directors added and planned leadership rotations.

• Committees include Audit, Compensation & Human Capital Management, Finance, Governance, and Safety, Health & Environment, all chaired by independent directors.