Nalco Holding Company 8-K May 8, 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: May
8,
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
The
Shareholders of Nalco Holding Company approved an Amended and Restated
Management Incentive Plan at their May 4, 2006 meeting. A copy of that Plan
is
attached.
Item
8.01. Other
Events
The
Boards of Nalco Holding Company, Nalco Holdings LLC and Nalco Finance Holdings
LLC have determined that current director Richard B. Marchese meets the
requirements of an Audit Committee Financial Expert and have appointed him
as
Chairman of their Audit Committees and their Financial Expert. Mr. Marchese
will
replace Mr. Douglas A. Pertz in these roles; Mr. Pertz will remain on the Audit
Committees.
Item
9.01. Financial
Statements and Exhibits
The
following exhibit is furnished pursuant to Item 9.01 of Form 8-K:
| (99.1) |
Nalco
Holding Company and its subsidiaries Management Incentive Plan (as
amended
and restated effective May 4, 2006).
|
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:
May
8, 2006