Ecolab Inc. | Interfaith Center on Corporate Responsibility

<div class=”col-lg-9 content-page left-side”>
<section class=”section-a-single-resolutions resolutions-info top-content”>
<div class=”resolutions-contain”>
<div class=”top-content”>
<h4>Resolution Details</h4>
</div>
<div class=”bottom-content”>
<div class=”row-info”>
<strong>Company:</strong>
<p>Ecolab Inc.</p>
</div>
<div class=”row-info”>
<strong>Year:</strong>
<p>2026 </p>
</div>
<div class=”row-info”>
<strong>Issue Area:</strong>
<p>Corporate Governance </p>
</div>

<div class=”row-info”>
<strong>Focus Area:</strong>
<p>Independent Board Chairs </p>
</div>
<div class=”row-info”>
<strong>Status:</strong>
<p>Filed</p>
</div>

</a>
</div>
</div>
</div>
</section>

<section class=”section-b-single-resolutions content-blocks”>
<div class=”top-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>
<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman.<br> <br>The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit.</p>
<p dir=”ltr”>An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. </p>
<p dir=”ltr”>This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. </p>
<p dir=”ltr”>An independent Board Chairman could help Ecolab deal with a relative plateau in its stock price. The Ecolab sock price was at $238 in 2021 and only at $255 in late 2025 despite a robust stock market.</p>
<p dir=”ltr”>An independent Board Chairman could also help Ecolab deal with headwinds like those that emerged in 2025:</p>
<p dir=”ltr”>Ecolab experienced market softness and declining demand in its Basic Industries and Paper segments, which represent 15% of sales.</p>
<p dir=”ltr”>Currency translation had a significant unfavorable impact on Ecolab’s financial results throughout 2025. This impact was estimated at 4% on adjusted earnings per share (EPS) growth for the full year.<br><br>Ecolab’s reported GAAP (Generally Accepted Accounting Principles) diluted EPS decreased in Q1 and Q3 of 2025. The Q3 GAAP EPS of $2.05 was down 20% year-over-year.</p>
<p dir=”ltr”>Ecolab faced capacity limitations in its water purification business, which constrained sales growth in its Life Sciences segment. To mitigate the impact of tariffs and increased supplier costs, Ecolab announced a 5% surcharge for all U.S. customers. This action could potentially affect customer relationships and retention.<br><br>Ecolab stock experienced short-term dips and volatility. Some analysts downgraded price targets, and the stock scored low on certain valuation metrics, suggesting it might be overvalued by some standard measures.</p>

</div>
</div>
</div>
<div class=”middle-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>

</div>
</div>
</div>

</section>
</div>
<aside class=”col-xl-3 right-side”>
<div class=”column-contain”>

<h3>Lead Filer</h3>
<div class=”views-row”>
<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
</div>

</div>

</div>
</div>

</div>
</div>
</aside&gt

Resolution Details

Company:

Ecolab Inc.

Year:

2024

Issue Area:

Corporate Governance

Focus Area:

Shareholder Rights

Status:

Withdrawn

Resolution Text

RESOLVED

Shareholders request the Board of Directors adopt and disclose a policy stating how it will exercise its discretion to treat shareholders’ nominees for board membership equitably and avoid encumbering such nominations with unnecessary administrative or evidentiary requirements.

SUPPORTING STATEMENT

In the view of the proponent, the Board should consider exercising its discretion under the proposed policy toward ensuring that paperwork requirements governing the nomination and election of directors should generally treat shareholder and Board nominees equitably; requirements regarding endorsements and solicitations should not unnecessarily encumber the nomination process.

Consideration should also be given under the policy to repealing any advance notice bylaw provisions imposing additional requirements inconsistent with this proposal, unless legally required, such as those requiring:

· Nominating shareholders be shareholders of record, rather than beneficial owners;

· Nominees submit questionnaires regarding background and qualifications (other than as required in the Company’s certificate of incorporation or bylaws);

· Nominees submit to interviews with the Board or any committee thereof;

· Shareholders or nominees provide information that is already required to be publicly disclosed under applicable law or regulation; and

· Excessive or inappropriate levels of disclosure regarding nominees’ eligibility to serve on the Board, the nominees’ background, or experience.

The legitimacy of Board power to oversee the executives of Ecolab Inc. (Company) rests on the power of shareholders to elect directors:1 [T]he unadorned right to cast a ballot in a contest for [corporate] office . . . is meaningless without the right to participate in selecting the contestants… To allow for voting while maintaining a closed candidate selection process thus renders the former an empty exercise.”2

Burdening shareholder nominees can entrench incumbent directors and management. Laws and regulations overseen and enforced by the U.S. Securities and Exchange Commission, a neutral third party, ensure shareholders have pertinent information on nominating shareholders and nominees before executing proxies,3

Advance notice bylaws can create hurdles for shareholders exercising their rights and can be used to conduct “fishing expeditions” to which board nominees are not subject.

These practices delegitimize corporate activity because directors work on behalf of shareholders, who should be able to replace their own fiduciaries. Company interference in this process is especially dangerous because financial theory recommends that most shareholders diversify their portfolios.

Such diversified investors have an interest in ensuring our Company does not profit from practices that threaten social and environmental systems upon which diversified portfolios depend.4 Company directors influenced by executives, in contrast, may prioritize Company profitability over systems that are of critical importance to shareholders.5

Accordingly, giving Company directors a gatekeeper role through a burdensome unequal nomination process threatens the interests of shareholders to nominate candidates free of management influence.

Fair Treatment of Shareholder Nominees – Vote FOR Proposal [4*]

1 https://ssrn.com/abstract=4565395

2 https://casetext.com/case/durkin-v-national-bank-of-olyphant

3 https://www.ecfr.gov/current/title-17/chapter-II/part-240/subpart-A/subject-group-ECFR8c9733e13b955d6/section-240.14a-101

4 https://theshareholdercommons.com/wp-content/uploads/2022/09/Climate-Change-Case-Study-FINAL.pdf

5 https://ssrn.com/abstract=4056602

Separate Chair & CEO

Resolution Details

Resolution Text