Nalco Holding Company 8-K November 14, 2005
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:
November
14, 2005
NALCO
HOLDING COMPANY
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 10, 2005, the Board of Directors of Nalco Holding Company, approved
a recommendation from its Compensation Committee to increase director
compensation beginning in 2006 as follows: (a) annual retainer of $45,000,
(b)
equity compensation with target value of $65,000, (c) Audit Committee Chairman
retainer of $10,500, (d) Committee Chairman (other than Audit Committee)
retainer of $6,000 and (e) a meeting fee of $1,500. Cash compensation will
be
paid quarterly.
The
Board
of Directors further accepted a recommendation of the Nominating and Corporate
Governance Committee to require directors to hold an amount of equity in Nalco
Holding Company equal to three times the annual cash retainer amount, such
equity ownership level to be reached within three years after joining the Board
of Directors.
Attached
is a copy of the executed Restricted Stock Unit Agreement for the 2005 grant
to
director Sanjeev Mehra, assigned to Goldman Sachs Group, Inc.
Item
9.01(c) Financial
Statements, Pro Forma Financial Information and Exhibits
Exhibits
| 99.1 |
A
copy
of the executed Restricted Stock Unit Agreement for the 2005 grant
to
director Sanjeev Mehra, assigned to Goldman Sachs Group, Inc.
|
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 14, 2005