Nalco Holding Company 8-K February 15, 2006
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: February
15, 2006
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
February 15, 2006, Nalco Holding Company executed Restricted Stock Unit
Agreements with each of its non-management directors. A representative
Restricted Stock Unit Agreement is attached as an exhibit.
Each
non-management director receives the following compensation for his or her
services on the Board of Directors and its Committees: (a) $45,000 annual
retainer paid in equal quarterly installments; (b) $1,500 for each Board or
Committee meeting attended; (c) the Chairperson of the Audit Committee receives
an additional annual payment of $10,500 paid in equal quarterly installments;
(d) the Chairperson of each of the other Committees receives an additional
annual payment of $6,000 paid in equal quarterly installments; and (e) equity
compensation with an annual target value of $65,000. The Restricted Stock Unit
Agreements reflect the equity component of the directors’
compensation.
Item
9.01(c) Financial
Statements, Pro Forma Financial Information and Exhibits
Exhibits
|
99.1
|
Restricted
Stock Unit Agreement form.
|
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
February
15, 2006