ECOLAB INC. (Form: 8-K, Received: 03/18/2019 17:02:39)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 18, 2019

ECOLAB INC.

(Exact name of registrant as specified in its charter)


Delaware	1-9328	41-0231510
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1 Ecolab Place, Saint Paul, Minnesota		55102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 1-800-232-6522

(Not applicable)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

(b) On March 18, 2019, Ecolab Inc., a Delaware corporation (“Ecolab”), announced that Thomas W. Handley will retire from his position as Ecolab’s president and chief operating officer effective April 1, 2019 and will retire from the company later this year. Mr. Handley joined Ecolab in 2003 and has been president and chief operating officer since 2012.

(c) On March 18, 2019, Ecolab also announced that Christophe Beck has been appointed to the position of president and chief operating officer effective April 1, 2019, succeeding Mr. Handley. Mr. Beck, age 51, has been with Ecolab since 2007 and he currently is serving as executive vice president and president of Ecolab’s Global Industrial Group, a position he has held since May 2018. Previously, Mr. Beck was the executive vice president and president of the Global Nalco Water business from May 2015 to May 2018 and executive vice president and president – International Regions from October 2012 to May 2015. Prior to his International Regions role, Mr. Beck was executive vice president and president of Global Integration, overseeing the integration of the Nalco acquisition. His earlier roles at Ecolab included executive vice president, Institutional Sector; senior vice president and general manager, Institutional Foodservice – North America; and senior vice president, Corporate Marketing and Strategy. Prior to joining Ecolab in 2007, Mr. Beck was a senior executive at Nestlé for 16 years. Mr. Beck holds a degree in Engineering from the Swiss Federal Institute of Technology.

Mr. Beck’s annual base salary will be increased from $605,000 to $700,000 and his target award opportunity (expressed as a percentage of base salary) under Ecolab’s annual cash incentive program will be increased from 80% to 100% in connection with his appointment. He will also continue to participate in Ecolab’s other regular compensation arrangements for executive officers. Information regarding such arrangements is included in the definitive proxy statement relating to Ecolab’s 2019 annual meeting of stockholders filed with the SEC on March 15, 2019, and is incorporated herein by reference.

There is no transaction between Mr. Beck (and his immediate family) and Ecolab that requires disclosure in accordance with Item 404(a) of Regulation S-K.

A copy of the News Release issued by Ecolab in connection with this report under Item 5.02 is attached as Exhibit (99).

Item 9.01 Financial Statements and Exhibits .

(d) Exhibits.


Exhibit No.	Description	Method Of Filing

(99.1)	Ecolab Inc. News Release dated March 18, 2019 .	Filed herewith electronically.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ECOLAB INC.


Date: March 18, 2019	By:	/s/ Timothy A. Beastrom
		Timothy A. Beastrom
		Assistant Secretary

Exhibit 99

NEW ECOLAB LOGO - BLUE NO R

News Release

Ecolab Inc.

1 Ecolab Place

St. Paul, Minnesota 55102

CHRISTOPHE BECK NAMED ECOLAB PRESIDENT AND COO;

THOMAS HANDLEY TO LEAD UPSTREAM SPIN-OFF UNTIL RETIREMENT

ST. PAUL, Minn. – Mar. 18, 2019 – Ecolab Inc. has announced that Thomas W. Handley, president and chief operating officer (COO), will retire from Ecolab later this year.

Christophe Beck, currently executive vice president and president of Ecolab’s Global Industrial Group, will succeed Handley as Ecolab’s president and COO, effective April 1, 2019.

Until retirement, Handley will lead the work on the previously announced spin-off of the company’s Energy Services upstream business into a stand-alone company.

“Tom has been a simply outstanding leader in advancing Ecolab’s strategy, execution, talent and culture,” said Douglas M. Baker, Jr., Ecolab’s chairman and chief executive officer. “His contributions have been an important part of our success and will have lasting impact. We are pleased that Tom will continue to lead our work on such a strategically important initiative for our company.”

Handley has served as president and chief operating officer since 2012. Previously, he was senior executive vice president and president of Global Food & Beverage. Earlier, he was executive vice president and later president of Ecolab’s Industrial and Services North America sector. He joined Ecolab in 2003 as senior vice president of Strategic Planning. Prior to joining Ecolab in 2003, Handley spent 22 years at Procter & Gamble.

Beck joined Ecolab in 2007. He previously served as executive vice president and president, International Regions. Prior to his International Regions role, Beck was executive vice president and president of global integration, overseeing the integration of the Nalco acquisition. Beck’s earlier roles at Ecolab included executive vice president, Institutional Sector; senior vice president and general manager, Institutional Foodservice – North America; and senior vice president, Corporate Marketing and Strategy. Prior to joining Ecolab in 2007, Beck was a senior executive at Nestlé for 16 years.

“Christophe has demonstrated strong leadership and success throughout his career at Ecolab,” said Baker. “He has done a terrific job in each role bringing great energy, innovative thinking and excellent execution capabilities to every opportunity. He has driven product development and sales and service effectiveness, strengthened teams and built businesses for long-term success. These experiences have prepared him well for this position. We are confident he will lead the overall business with the same passion, commitment and results focus as he has in each of his prior responsibilities.”

About Ecolab
A trusted partner at nearly three million customer locations, Ecolab (ECL) is the global leader in water, hygiene and energy technologies and services that protect people and vital resources. With annual sales of $15 billion and 49,000 associates, Ecolab delivers comprehensive solutions, data-driven insights and on-site service to promote safe food, maintain clean environments, optimize water and energy use, and improve operational efficiencies for customers in the food, healthcare, energy, hospitality and industrial markets in more than 170 countries around the world. For more Ecolab news and information, visit www.ecolab.com.

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Contacts:

Michael Monahan

651.250.2809

Andrew Hedberg

651.250.2185

March 18, 2019

(ECL-C)