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: March 1,
2005
NALCO
HOLDING COMPANY
Delaware 011-32342 16-1701300
(State of
Incorporation) (Commission
File Number) (IRS
Employer Identification Number)
1601 W.
Diehl Rd., Naperville, IL 60005
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 flowing
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
February 28, 2005, the Company made payments to eligible participants under its
Management Incentive Plan (the “MIP”) and under its Long Term Cash Incentive
Plan (the “LTCIP”) consistent with the actual EBITDA, cost savings and sales
growth results for calendar year 2004 as measured against the targets in the MIP
and LTCIP.
The
Compensation Committee for the Company, at its February 7, 2005 meeting,
established EBITDA and growth target levels for the MIP and LTCIP Plans during
2005.
Additionally,
effective April 1, 2005, the Compensation Committee has approved salary
increases for the following named Executive Officers: William J. Roe - increase
of 3.0 % ($12,000) to $412,000; Bradley J. Bell - increase of 3.0 % ($12,000) to
$412,000; and Daniel M. Harker - increase of 7.5 % ($18,750) to
$268,750.
Item
9.01 Financial
Statements and Exhibits
The
following exhibits are furnished pursuant item 9.01 of Form 8-K:
| 99.1 |
Management
Incentive Plan |
| 99.2 |
Long
Term Cash Incentive Plan |
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:
March 1, 2005