WHEREAS, we believe in full disclosure of Ecolab’s lobbying activities and expenditures to assess whether Ecolab’s lobbying is consistent with its expressed goals and in stockholder interests.

RESOLVED, the stockholders of Ecolab request the preparation of a report, updated annually, disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

2. Payments by Ecolab used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

3. Ecolab’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

4. Description of management’s and the Board’s decision making process and oversight for making payments described in sections 2 and 3 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Ecolab is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee and posted on Ecolab’s website.

SUPPORTING STATEMENT

Ecolab spent $25,960,729 from 2010 – 2020 on federal lobbying. This does not include state lobbying, where Ecolab also lobbies but disclosure is uneven or absent. For example, Ecolab spent $538,892 on lobbying in California from 2015 – 2020. And Ecolab also lobbies abroad, spending between €800,000 – 899,999 on lobbying in Europe for 2020.

Companies can give unlimited amounts to third party groups that spend millions on lobbying and often undisclosed grassroots activity, and these groups may be spending “at least double what’s publicly reported.”3 Ecolab serves on the boards of the American Chemistry Council (ACC) and National Association of Manufacturers, which together spent $23,268,000 on lobbying for 2020. Ecolab does not disclose its memberships in, or payments to, trade associations and social welfare organizations, or the amounts used for lobbying, including grassroots. Grassroots lobbying does not get reported at the federal level under the Lobbying Disclosure Act, and disclosure is uneven or absent in states.

We are concerned that Ecolab’s lack of disclosure presents reputational risk when its lobbying contradicts company public positions. For example, while Ecolab is committed to excellence in safety, health and environmental practices, Ecolab and the ACC have drawn scrutiny for lobbying to weaken the Toxic Substances Control Act.4 We commend Ecolab for leaving the Plastics Industry Association after concerns were raised over its support for single- use plastics.5

As stockholders, we believe that companies should ensure there is alignment between their own positions and their lobbying, including through third party organizations. Thus, we urge Ecolab to expand its lobbying disclosure.

3 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying…- whats-publicly-reported/.

4 https://www.ewg.org/news-insights/news/chemical-giants-spend-55-million….

5 https://www.greenbiz.com/article/shareholders-ask-retailers-report-plas….