form8-k.htm
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 and Exchange Act of 1934

Date of Report (Date of earliest event reported):      November 13, 2008

NALCO HOLDING COMPANY
(Exact name of registrant as specified in its charter)

Delaware
001-32342
16-1701300
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)

1601 W. Diehl Rd., Naperville, IL   60563

630-305-1000

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 1.01
Entry into a Material Definitive Agreement

On November 13, 2008, the Board of Directors of Nalco Holding Company approved a recommendation from its Compensation Committee to pay the member designated as Lead Director an annual stipend of $20,000 in addition to other director compensation.

SIGNATURES

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.
 
  NALCO HOLDING COMPANY
   
  /s/ Stephen N. Landsman
  Secretary
 
Date:   November 17, 2008