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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐

Definitive Proxy Statement

☒

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

ECOLAB INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒    No fee required.

☐    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐   Fee paid previously with preliminary materials.

☐    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

6

Meeting Information

ECOLAB INC.

Meeting Type:

Annual Meeting

For holders as of:

March 5, 2019

Date:

May 2, 2019

Time:

9:30 AM

Location:

Ecolab Global Headquarters

1 Ecolab Place

Saint Paul, Minnesota 55102

You are receiving this communication because you hold shares in the company named above.

ECOLAB INC.
CORPORATE SECRETARY
1 ECOLAB PLACE
SAINT PAUL, MN  55102-2739

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT

ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow

(located on the following page)

and visit: www.proxyvote.com, or scan the QR Barcode below.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

BY INTERNET:

www.proxyvote.com

BY TELEPHONE:

1-800-579-1639

BY E-MAIL*:

sendmaterial@proxyvote.com

*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow

(located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 19, 2019 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed

in the box marked by the arrow

(located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items

The Board of Directors recommends you vote FOR each of the nominees listed in proposal 1:

1.

Election of Directors.

Nominees:

The Board of Directors recommends you vote FOR management proposals 2 and 3:

2.     Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the current year ending December 31, 2019.

3.     Advisory vote to approve the compensation of executives disclosed in the Proxy Statement.

The Board of Directors recommends you vote AGAINST proposal 4:

4.     Stockholder proposal requesting an independent board chair, if properly presented.

1a.

Douglas M. Baker, Jr.

1b.

Shari L. Ballard

1c.

Barbara J. Beck

1d.

Leslie S. Biller

1e.

Jeffrey M. Ettinger

1f.

Arthur J. Higgins

1g.

Michael Larson

1h.

David W. MacLennan

1i.

Tracy B. McKibben

1j.

Lionel L. Nowell, III

1k.

Victoria J. Reich

1l.

Suzanne M. Vautrinot

1m.

John J. Zillmer