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):          August 6, 2009

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:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 8.01

Other Events.

On August 6, 2009, the Board of Directors of Nalco Holding Company adopted a change to its Corporate Governance Guidelines establishing a clawback policy on incentive compensation, which provides that, if the Company or its Board of Directors determines that there has been an error or errors in any financial statement used for calculating a payment or benefit under an incentive plan that resulted from an intentional or fraudulent act or omission by any individual or individuals participating in that plan, and such error resulted in an overstated benefit or payment, the Company or the Board may initiate any action or take such other appropriate steps to recover the full amount of the overstated benefit or overpayment. The revised guidelines are attached as an exhibit to this filing.

 

Item 9.01.

Financial Statements and Exhibits

 

(d)

Exhibits.

The following exhibit is furnished pursuant to Item 9.01 of Form 8-K:

 

(99.1)

Amended Corporate Governance Guidelines for Nalco Holding Company.

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: August 10, 2009