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.      )

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Filed by a Party other than the Registrant ☐

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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.

(Name of Registrant as Specified In Its Charter)

   

(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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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 a virtual meeting format only. You will not be able to attend the Annual Meeting at a physical location.

​		​	​	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.				​

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PROPOSALS

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BOARD RECOMMENDATION

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SEE PAGE

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1

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Election of 13 director nominees named in the Proxy Statement to a one-year term ending in May 2027

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FOR each director nominee

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13

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2

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Approval, on an advisory basis, of the compensation of our named executive officers disclosed in the Proxy Statement

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FOR

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41

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3

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Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year ending December 31, 2026

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FOR

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80

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4

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Stockholder proposal regarding an independent board chair policy, if properly presented at the meeting

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AGAINST

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83

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5

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Transaction of such other business as may properly come before our Annual Meeting and any adjournment or postponement thereof

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You can also vote during the Annual Meeting by visiting www.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.

​	PROXY SUMMARY​	​	​	​	​	1	​	​
​	Business Highlights	​	​	​	​	1	​	​
​	Awards and Recognition	​	​	​	​	2	​	​
​	Growing Fast, Growing Our Impact, Growing Our Team	​	​	​	​	3	​	​
​	Our Approach	​	​	​	​	4	​	​
​	Board Oversight	​	​	​	​	4	​	​
​	Recent Accomplishments	​	​	​	​	5	​	​
​	Stockholder Outreach and Engagement	​	​	​	​	7	​	​
​	Our Year-Round Stockholder Engagement Program	​	​	​	​	7	​	​
​	Board of Directors Overview	​	​	​	​	9	​	​
​	Director Nominees	​	​	​	​	9	​	​
​	Board Composition after the Annual Meeting	​	​	​	​	10	​	​
​	Corporate Governance Highlights	​	​	​	​	10	​	​
​	Compensation Highlights	​	​	​	​	11	​	​
​	CORPORATE GOVERNANCE AND BOARD MATTERS	​	​	​	​	13	​	​
​	Proposal 1 — Election of Directors	​	​	​	​	13	​	​
​	Director Nominees	​	​	​	​	13	​	​
​	Director Selection Process	​	​	​	​	13	​	​
​	Director Nominee Experience and Qualifications	​	​	​	​	14	​	​
​	Nominees for Election to the Board of Directors	​	​	​	​	17	​	​
​	Corporate Governance	​	​	​	​	24	​	​
​	Overview	​	​	​	​	24	​	​
​	Director Independence	​	​	​	​	24	​	​
​	Board Leadership Structure	​	​	​	​	25	​	​
​	Executive Sessions	​	​	​	​	25	​	​
​	Board Committees	​	​	​	​	26	​	​
​	Board’s Role in Risk Oversight	​	​	​	​	30	​	​
​	Corporate Governance Practices	​	​	​	​	32	​	​
​	Board and Committee Evaluations	​	​	​	​	32	​	​
​	Code of Conduct	​	​	​	​	32	​	​
​	Political Contributions and Trade Associations Disclosures	​	​	​	​	32	​	​
​	Communications with Directors	​	​	​	​	33	​	​
​	Stockholder Recommendations for Directors	​	​	​	​	33	​	​
​	Director Attendance	​	​	​	​	33	​	​
​	Compensation & Human Capital Management Committee Interlocks and Insider Participation	​	​	​	​	33	​	​
​	Related Person Transactions	​	​	​	​	34	​	​
​	Director Compensation for 2025	​	​	​	​	34	​	​
​	Stock Retention and Ownership Guidelines	​	​	​	​	35	​	​
​	Director Compensation Table	​	​	​	​	35	​	​
​	Changes Effective in 2026	​	​	​	​	36	​	​
​	SECURITY OWNERSHIP​	​	​	​	​	37	​	​
​	Executive Officers and Directors	​	​	​	​	37	​	​
​	Certain Beneficial Owners	​	​	​	​	38	​	​
​	Delinquent Section 16(a) Reports	​	​	​	​	38	​	​
​	EXECUTIVE LEADERSHIP​	​	​	​	​	40	​	​

​	EXECUTIVE COMPENSATION​	​	​	​	​	41	​	​
​	Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation	​	​	​	​	41	​	​
​	Compensation & Human Capital Management Committee Report	​	​	​	​	42	​	​
​	Compensation Discussion and Analysis	​	​	​	​	43	​	​
​	Executive Summary	​	​	​	​	43	​	​
​	Compensation Philosophy and Process	​	​	​	​	46	​	​
​	Program Elements	​	​	​	​	49	​	​
​	Other Compensation Policies and Considerations	​	​	​	​	56	​	​
​	Compensation Risk Analysis	​	​	​	​	58	​	​
​	Compensation Tables	​	​	​	​	59	​	​
​	Summary Compensation Table for 2025	​	​	​	​	59	​	​
​	Grants of Plan-Based Awards for 2025	​	​	​	​	61	​	​
​	Outstanding Equity Awards at Fiscal Year-End for 2025	​	​	​	​	63	​	​
​	Option Exercises and Stock Vested for 2025	​	​	​	​	65	​	​
​	Pension Benefits for 2025	​	​	​	​	66	​	​
​	Non-Qualified Deferred Compensation for 2025	​	​	​	​	69	​	​
​	Potential Payments Upon Termination or Change in Control	​	​	​	​	70	​	​
​	Pay versus Performance	​	​	​	​	74	​	​
​	Financial Performance Measures	​	​	​	​	76	​	​
​	Description of Relationships between Information Presented	​	​	​	​	76	​	​
​	Pay Ratio Disclosure	​	​	​	​	78	​	​
​	Equity Compensation Plan Information	​	​	​	​	79	​	​
​	AUDIT-RELATED MATTERS​	​	​	​	​	80	​	​
​	Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm	​	​	​	​	80	​	​
​	Audit Committee Report	​	​	​	​	81	​	​
​	Audit Fees	​	​	​	​	82	​	​
​	STOCKHOLDER PROPOSAL​	​	​	​	​	83	​	​
​	Proposal 4 — Stockholder Proposal Regarding an Independent Board Chair Policy	​	​	​	​	83	​	​
​	Stockholder Proposal	​	​	​	​	83	​	​
​	Recommendation of the Board of Directors	​	​	​	​	84	​	​
​	GENERAL INFORMATION​	​	​	​	​	87	​	​
​	Questions and Answers about the Annual Meeting	​	​	​	​	87	​	​
​	Voting Procedures	​	​	​	​	87	​	​
​	Quorum, Abstentions, and Broker Non-Votes	​	​	​	​	88	​	​
​	Vote Tabulation	​	​	​	​	89	​	​
​	Voting by Plan Participants	​	​	​	​	90	​	​
​	List of Registered Stockholders	​	​	​	​	90	​	​
​	Other Information	​	​	​	​	90	​	​
​	APPENDIX A​	​	​	​	​	94	​	​

This proxy summary is intended to provide a broad overview of the items that you will find elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and we encourage you to read the entire Proxy Statement carefully before voting. We are first making this Proxy Statement and accompanying form of proxy available to our stockholders on March 23, 2026. References made below to “Ecolab,” “the Company,” “we,” “our,” or “us” are to Ecolab Inc.

BUSINESS HIGHLIGHTS

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Organic Sales, Organic OI Margin and Adjusted Diluted EPS are non-GAAP financial measures. See Appendix A for reconciliation information of these Non-GAAP financial measures to U.S. GAAP.

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Proxy Summary

AWARDS AND RECOGNITION

Proxy Summary

GROWING FAST, GROWING OUR IMPACT, GROWING OUR TEAM

Ecolab operates at the intersection of global macrotrends that directly influence long-term growth and risk, including public health, climate change, artificial intelligence and increasing pressure on water and energy resources. These dynamics are reshaping customer demand and investment decisions across industries. At Ecolab, they reinforce the strength and relevance of our business model.

By improving operational performance while reducing water and energy use, Ecolab delivers measurable economic value at scale. Our best-in-class, outcomes-driven partnership model integrates science-based solutions, digital insights, and service expertise to help customers lower costs, manage risk, and operate more efficiently across more than 40 industries. This performance advantage enables growth in a resource-constrained world and strengthens long-term customer relationships built on shared value.

Ecolab’s financial performance and positive impact are mutually reinforcing. Reduced water and energy use, improved productivity and smarter operations translate directly into customer value creation and sustained business growth. And as demand for AI and other resource-intensive technologies accelerates, water management is becoming a critical enabler of growth. Ecolab is well positioned to help customers navigate this transition with solutions that support resilience, performance and long-term value creation.

In 2024, we delivered value and impact to our customers:

Proxy Summary

OUR APPROACH

Board Oversight

Our Safety, Health and Environment (“SH&E”) Committee plays a prominent part in oversight, with responsibility for reviewing and overseeing our sustainability policies, programs, and practices that affect, or could affect, our employees, customers, stockholders and neighboring communities.

The SH&E Committee’s work is informed by our Sustainability Executive Advisory Team, led by the Senior Vice President and Chief Sustainability Officer. The Sustainability Executive Advisory Team monitors the risks and opportunities related to climate change and water stress, as well as our overall sustainability performance by collaborating with the global SH&E, supply chain, regulatory and corporate risk departments. The SH&E Committee receives regular updates from management on the Company’s sustainability goals and activities.

For example, the SH&E Committee’s sustainability reviews include: overall climate-related risks and progress towards Ecolab’s approved Science Based Climate Target aligned to a 1.5°C pathway to achieve net zero emissions by 2050, actions to implement the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”), and water stewardship as a critical entry point to nature to inform and help guide our TCFD ambition.

Other committees of the Board, such as the Audit Committee, Governance Committee and the Compensation & Human Capital Management Committee follow a similar process for the sustainability and social responsibility topics over which they exercise oversight. The Board receives an annual presentation from members of the Sustainability Executive Advisory Team on our progress against our sustainability goals, and implementation of projects and related activities, which include management of water and climate-related issues, as appropriate. The Committees also report to the Board on their activities related to these topics. These activities contribute to the Board’s oversight of sustainability, climate- and water-related issues.

Proxy Summary

RECENT ACCOMPLISHMENTS

Highlights of our efforts in 2025 include:

For over a century we have believed that doing the right thing, the right way, was good for business. This remains unchanged. More than ever, we believe that we will continue to grow fast by growing our net positive impact on people and the planet and by growing our teams. We believe that Ecolab’s long-term success, world-class innovation and best-in-class performance have benefited from a workplace that increasingly matches our end markets, and where individuals from all backgrounds are encouraged to reach their full potential. We believe in providing training and career development opportunities to all employees and in compensating and rewarding our employees equitably based on merit.

Proxy Summary

We also invested significant amounts of time and money in the growth and development of our associates globally.

We primarily engage with the communities in which we operate through the Ecolab Foundation. Since 1986, the Ecolab Foundation has implemented community impact programs to support communities where our employees live and work, focusing on giving to local non-profit organizations in the areas of:

Through this work, we engage in direct dialogue with a variety of community groups to understand what matters most and incorporate their feedback into our approach.

We believe that strong and effective corporate governance is essential to our overall success and are committed to maintaining a corporate governance structure that promotes long-term stockholder value and supports Ecolab’s policies and programs that affect, or could affect, our employees, customers, stockholders, and neighboring communities. Our Board reviews our major governance policies, practices and processes regularly in the context of current corporate governance trends, investor feedback, regulatory changes and recognized best practices. Our focus on governance carries through the organization and is an important part of Ecolab’s corporate culture.

Proxy Summary

STOCKHOLDER OUTREACH AND ENGAGEMENT

We recognize the value of, and are committed to, engaging with our stockholders. We believe strong corporate governance includes proactive outreach and engagement with our stockholders on a regular basis and in a variety of settings throughout the year to better understand the issues that are important to them. These opportunities enable us to learn about matters important to our stockholders, driving improvements in our policies, communications and other areas. As part of our stockholder engagement program, our senior management team engaged with over 1,500 investors during 2025 on a variety of topics in a number of forums including quarterly earnings calls, investor and industry conferences, roadshows, analyst meetings, our biennial investor day, and individual corporate governance and sustainability-related discussions with stockholders. In 2025, our Lead Independent Director also participated in conversations with stockholders representing approximately 34% of our shares.

Our Year-Round Stockholder Engagement Program

Proxy Summary

Proxy Summary

BOARD OF DIRECTORS OVERVIEW

DIRECTOR NOMINEES

The Board of Directors is asking you to elect 13 director nominees. The table below provides summary information about the nominees. A nominee will only be elected if the number of votes cast for the nominee’s election is greater than the number of votes cast against the nominee. For more information, see page 89.

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As an integral part of his job duties as CEO of Anheuser-Busch InBev SA/NV (“AB InBev”), Mr. Doukeris sits on the boards of two publicly traded companies that are majority owned and controlled by AB InBev.

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Proxy Summary

BOARD COMPOSITION AFTER THE ANNUAL MEETING

CORPORATE GOVERNANCE HIGHLIGHTS

Proxy Summary

COMPENSATION HIGHLIGHTS

Proxy Summary

We believe that our long-term equity incentive program, which typically accounts for at least half of our NEOs’ total annual compensation, is an effective tool in aligning our executives’ interests with those of our stockholders and in incentivizing long-term value creation.

For more information on our compensation philosophy and process, see page 46.

DIRECTOR NOMINEES

The Governance Committee of our Board of Directors has nominated the 13 persons named on the following pages for election at the 2026 Annual Meeting. If elected, the nominees will hold office as directors from election until the next Annual Meeting of Stockholders or until their successors are elected and qualified or until their death, resignation or removal. All of the nominees are currently Company directors who were appointed by stockholders at the 2025 Annual Meeting, except for Ms. Whalen. Ms. Whalen was elected to the Board effective August 6, 2025, and assigned to the Audit Committee and the Finance Committee. Ms. Whalen was initially referred by an external search firm that was retained to identify potential candidates, recommended by the Governance Committee and interviewed by independent members of the Board. We would like to thank our valued colleague, Victoria J. Reich, who is not standing for re-election, for her service and valuable contributions to the Board.

DIRECTOR SELECTION PROCESS

Our Governance Committee leads all efforts related to Board refreshment. Each year, our Governance Committee reviews its Board membership qualifications and assesses the composition of the Board against these criteria, with a focus towards ensuring that the Board includes directors who possess the necessary backgrounds, experiences, and knowledge, offer a range of perspectives, and demonstrate independent judgment. The Governance Committee seeks to ensure that directors have a wide range of professional and personal skills that will support meaningful contributions to the strategic vision of the Company and oversight of business risks. We believe directors with such diversity of skills and experiences provide a deeper and better understanding of our customers and the business environments in which they operate, our end markets, and our associate experiences in the global workforce. The Governance Committee also considers possible conflicts of interest, and any other factors it determines appropriate to meeting the needs of the Board at that particular time. Accordingly, and as set forth in the Governance Committee charter and the Corporate Governance Principles, the Governance Committee will identify, evaluate and recommend, and the Board nominates, candidates for election or re-election to the Board, based on criteria including the following:

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the highest standards of personal and professional integrity

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the ability and judgment to serve the long-term interest of our stockholders

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relevant background, professional expertise and experience relevant to our business that will contribute to the overall effectiveness of the Board

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broad business and social perspective

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demonstrated independence of thought and judgment

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the ability to communicate openly with other directors and to meaningfully participate in the Board’s decision-making process

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commitment to serve on the Board for a period of time that ensures continuity and sufficient time to develop knowledge about our business

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willingness to devote appropriate time and effort to fulfilling the duties and responsibilities of a Board member

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the ability and willingness to objectively appraise the performance of management

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any other factors the Committee deems appropriate to meeting the needs of the Board at that particular time

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Under our Corporate Governance Principles, the preferable size of the Board is between 11 and 15 members, in order to facilitate effective discussion and decision-making, adequate staffing of Board Committees, and a desired mix of diversified experience and background. Effective as of the Annual Meeting, the size of our Board of Directors will be 13 members.

Corporate Governance and Board Matters

DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS

The Board of Directors and the Governance Committee believe our director nominees possess the broad and diverse skills, experience, and background required to oversee management of our large and complex global business and to carry out their responsibilities as directors. The following chart provides a snapshot of the experience, expertise, and skills of our director nominees and our Board as a whole.

Our Board believes these experiences, expertise, and skills contribute to effective oversight of our strategy and operations and are aligned with our long-term business strategies.

Corporate Governance and Board Matters

The following matrix highlights the mix of key skills and expertise that, among other factors, led the Board and the Governance Committee to recommend these nominees for election to the Board. The matrix is intended to depict notable areas of focus for each director nominee. The absence of a mark does not mean that a particular director does not possess that qualification or skill.

The following charts illustrate the Board composition after the Annual Meeting.

Corporate Governance and Board Matters

Our Board selected these 13 director nominees based on their diverse set of skills, perspective, experience, employment and background, which align with our business strategy and contribute to the effective oversight of Ecolab.

In nominating Mr. Doukeris, the Board considered his role as CEO of AB InBev and his service on the boards of two publicly traded companies that are majority owned and controlled by AB InBev. The Board recognizes that Mr. Doukeris’ other board service is an integral part of his responsibilities as CEO of AB InBev. Since joining the Board, Mr. Doukeris has been an active and engaged participant in Board and Committee meetings and is readily available to management for consultation. His extensive global business leadership, operational expertise, and deep industry experience relevant to Ecolab’s businesses are highly valued by the Company and the Board.

In nominating Mr. Zillmer, the Board has once again evaluated Mr. Zillmer’s continued service as the Non-Executive Chairman of CSX Corporation and his current role as CEO and board member of Aramark. Our Board recognizes that certain proxy advisors and stockholders have raised questions about the public company commitments for Mr. Zillmer. Mr. Zillmer has been highly engaged since joining our Board in 2006, and in 2025, attended 100% of the Board meetings and 100% of meetings of committees on which he serves. Mr. Zillmer is a fully active participant in our Board meetings and deliberations, is readily available for consultation with other independent directors, is a recognized leader among the Board for his responsiveness in between meetings, and serves an important role in the strong, independent oversight of management. Mr. Zillmer’s deep knowledge of the Company’s Institutional business, significant public company board experience and his proven leadership as CEO of three different companies over the course of his career are all highly valued by Ecolab and its Board.

Our Board strongly believes that Mr. Doukeris and Mr. Zillmer have demonstrated, and will continue to demonstrate, their ability to devote sufficient time and capacity needed to carry out the obligations as Board members for Ecolab including their respective Committee duties. After thorough consideration and assessment of their ongoing performance as an Ecolab Board member, the Board unanimously recommends the re-election of Mr. Doukeris and Mr. Zillmer at the Annual Meeting.

The Board has no reason to believe that any of the named nominees is not available or will not serve if elected. If, for any reason, any nominee becomes unavailable for election prior to our Annual Meeting, the proxies solicited by our Board of Directors will be voted for such substituted nominee as is selected by our Board of Directors, or our Board of Directors, at its option, may reduce the number of directors constituting the entire Board.

Corporate Governance and Board Matters

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

These are the Board’s nominees for the Board of Directors, as recommended by the Governance Committee:

Corporate Governance and Board Matters

Corporate Governance and Board Matters

Corporate Governance and Board Matters

Corporate Governance and Board Matters