ECOLAB INC.
Shareholder Proposals
Item 4
Adopt an enduring policy requiring separation of the Board Chair and CEO roles and that the Board Chair be an independent director.
Adopt an enduring policy to require separate individuals serve as Board Chair and CEO and to amend governing documents as necessary so the Chair is an independent director. The proposal specifies that an independent Lead Director is not a substitute and allows the Board to appoint an interim non-independent chair only while it seeks an independent chair on an accelerated basis. The proponent states an independent chair would provide impartial oversight, strengthen management accountability and transparency, and could help address perceived governance and performance challenges cited from recent years, including stock price performance and operational headwinds in 2025. The proposal asks the Board to adopt this policy as soon as possible or phase it in at the next CEO contract renewal or transition.