ECL DEF 14A DEF-14A Report March 17, 2023 | Alphaminr
ECOLAB INC.

ECL DEF 14A Report ended March 17, 2023

ECOLAB INC.
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Quarter ended March 31, 2011
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Fiscal year ended Dec. 31, 2010
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Quarter ended Sept. 30, 2010
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PROXIES
DEF 14A
Filed on March 15, 2024
DEF 14A
Filed on March 17, 2023
DEF 14A
Filed on March 18, 2022
DEF 14A
Filed on March 19, 2021
DEF 14A
Filed on March 20, 2020
DEF 14A
Filed on March 15, 2019
DEF 14A
Filed on March 16, 2018
DEF 14A
Filed on March 17, 2017
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Filed on March 18, 2016
DEF 14A
Filed on March 20, 2015
DEF 14A
Filed on March 21, 2014
DEF 14A
Filed on March 15, 2013
DEF 14A
Filed on March 16, 2012
DEF 14A
Filed on March 18, 2011
DEF 14A
Filed on March 19, 2010
TABLE OF CONTENTS
SUMMARY COMPENSATION DISCUSSION AND ANALYSISPROPOSAL 1: ELECTION OF DIRECTORS Executive SummaryDIRECTOR NOMINEES Program ElementsDirector Selection Process Compensation PhilosophyDirector Nominees Experience and Qualifications Compensation ProcessNominees for Election to the Board of Directors Compensation BenchmarkingCORPORATE GOVERNANCE Base SalariesOverview Adjustments to Reported Financial ResultsDirector Independence Annual Cash IncentivesBoard Leadership Structure Long-Term Equity IncentivesExecutive Sessions Executive Benefits and PerquisitesBoard Committees Executive Change-in-Control PolicyBoards Role in Risk Oversight Policy Regarding Employee, Officer and Director HedgingCommitment to and Leadership on Environmental, Social and Governance Matters Stock Retention and Ownership GuidelinesCorporate Governance Practices Compensation RecoveryBoard and Committee Evaluations Regulatory ConsiderationsCode of Conduct Compensation Risk AnalysisPolitical Contributions and Trade Associations Disclosures SUMMARY COMPENSATION TABLE FOR 2022Communications with Directors GRANTS OF PLAN-BASED AWARDS FOR 2022Stockholder Recommendations for Directors OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2022Director Attendance OPTION EXERCISES AND STOCK VESTED FOR 2022Compensation & Human Capital Management Committee Interlocks and Insider Participation PENSION BENEFITS FOR 2022Related Person Transactions NON-QUALIFIED DEFERRED COMPENSATION FOR 2022DIRECTOR COMPENSATION FOR 2022 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROLDirector Compensation Table EQUITY COMPENSATION PLAN INFORMATIONSummary PAY VERSUS PERFORMANCEStock Retention and Ownership Guidelines PAY RATIO DISCLOSURESECURITY OWNERSHIP PROPOSAL 6: ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATIONCertain Beneficial Owners PROPOSAL 7: STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIR POLICYExecutive Officers and Directors OTHER MATTERSPROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM GENERAL INFORMATIONAUDIT COMMITTEE REPORT Voting ProceduresAUDIT FEES Quorum, Abstentions and Broker Non-VotesPROPOSAL 3: APPROVAL OF THE ECOLAB INC. 2023 STOCK INCENTIVE PLAN Vote TabulationPROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE ECOLAB INC. STOCK PURCHASE PLAN Voting by Plan Participants List of Registered StockholdersPROPOSAL 5: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS DISCLOSED IN THE PROXY STATEMENT Householding Information Proxy Solicitation Costs 2024 Stockholder Proposals and Director NominationsCOMPENSATION & HUMAN CAPITAL MANAGEMENT COMMITTEE REPORT Annual Report to Stockholders APPENDIX A ECOLAB INC. 2023 STOCK INCENTIVE PLAN A-1 APPENDIX B ECOLAB INC. STOCK PURCHASE PLAN, AS AMENDED THROUGH FEBRUARY 24, 2023 B-1