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

On May 4, 2023, our stockholders voted to approve the Ecolab Inc. 2023 Stock Incentive Plan (the "2023 Plan"). (See also Item 5.07 below.) The 2023 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, stock unit awards and performance awards to employees, consultants, advisors and independent contractors of the Company and its subsidiaries, as well as to non-employee directors of the Company. The 2023 Plan authorizes the issuance of 20,000,000 shares of the Company's Common Stock (less grants made between December 31, 2022 and the effective date of the 2023 Plan, and subject to certain adjustments). The material terms of the 2023 Plan are described in "Proposal 3: Approval of The Ecolab Inc. 2023 Stock Incentive Plan" in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 17, 2023, which is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Ecolab's Annual Meeting of Stockholders (the "Annual Meeting") was held on May 4, 2023. A copy of the News Release issued by Ecolab in connection with this report under Item 5.07 is attached as Exhibit (99.1).

At the close of business on March 7, 2023, the record date of the Annual Meeting, Ecolab had 284,669,498 shares of common stock issued and outstanding. At the Annual Meeting, 252,722,538 of the issued and outstanding shares of Ecolab's common stock were represented in person or by proxy which constituted a majority of the issued and outstanding shares on the record date for the Annual Meeting.

The first proposal voted upon was the election of 13 Directors for a one-year term ending at the annual meeting in 2024. The 13 persons nominated by Ecolab's board of directors received the following votes and were elected:



                         FOR       AGAINST     ABSTAIN    BROKER NON-VOTE

Shari L. Ballard 192,396,955 7,837,820 37,313,314 15,174,449 Barbara J. Beck 223,250,135 13,801,323 496,631 15,174,449 Christophe Beck 221,086,631 14,830,293 1,631,165 15,174,449 Jeffrey M. Ettinger 222,238,398 14,882,677 427,014 15,174,449 Eric M. Green 233,101,127 4,002,065 444,897 15,174,449 Arthur J. Higgins 226,950,665 10,160,716 436,708 15,174,449 Michael Larson 233,955,002 3,186,320 406,767 15,174,449 David W. MacLennan 231,636,565 5,442,144 469,380 15,174,449 Tracy B. McKibben 235,638,621 1,510,574 398,894 15,174,449 Lionel L. Nowell III 221,609,513 15,507,131 431,445 15,174,449 Victoria J. Reich 215,284,884 21,845,740 417,465 15,174,449 Suzanne M. Vautrinot 234,533,954 2,571,863 442,272 15,174,449 John J. Zillmer 146,599,447 90,479,031 469,611 15,174,449

The second proposal voted upon was the ratification of the appointment of PricewaterhouseCoopers LLP as Ecolab's independent registered public accounting firm for the year ending December 31, 2023. The proposal received the following votes and was approved:



                                   BROKER
    FOR       AGAINST    ABSTAIN  NON-VOTE
235,814,966  16,581,008  326,564     0


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The third proposal was a vote to approve the Ecolab Inc. 2023 Stock Incentive Plan. The proposal received the following votes and was approved:



                                      BROKER
    FOR       AGAINST     ABSTAIN    NON-VOTE
217,647,143  17,300,992  2,599,954  15,174,449

The fourth proposal was a vote to approve an amendment to the Ecolab Inc. Stock Purchase Plan. The proposal received the following votes and was approved::



                                   BROKER
    FOR       AGAINST   ABSTAIN   NON-VOTE
235,788,967  1,243,788  515,334  15,174,449

The fifth proposal was a vote to approve, on an advisory basis, the compensation of the named executives disclosed in the Company's Proxy Statement. The proposal received the following votes and was approved:



                                    BROKER
    FOR       AGAINST    ABSTAIN   NON-VOTE
160,229,133  76,635,662  683,294  15,174,449

The sixth proposal was to vote, on an advisory basis, on the frequency of future stockholder advisory votes to approve named executive officer compensation. The proposal received the following votes:

1 YEAR 2 YEARS 3 YEARS ABSTAIN BROKER NON-VOTE 233,935,928 346,622 2,784,842 480,697 15,174,449

In light of these results and consistent with the previous recommendation and determination of the Company's board of directors, the Company will continue to hold a non-binding advisory vote on named executive officer compensation every one year until the next required advisory vote on the frequency of future stockholder advisory votes to approve named executive officer compensation, or until the board of directors otherwise determines that a different frequency for such votes is in the best interests of the Company.



The seventh proposal was a vote to approve a stockholder proposal regarding an
independent board chair policy. The proposal received the following votes and
was not approved:

                                       BROKER
    FOR        AGAINST     ABSTAIN    NON-VOTE
106,056,007  129,915,599  1,576,483  15,174,449


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Item 9.01 Financial Statements and Exhibits.



  (d) Exhibits.

      Exhibit No.   Description                                Method of Filing

      (99.1)          Ecolab Inc. News Release dated May 4,    Filed herewith electronically.
                    2023.

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


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