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
22, 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 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 18, 2005, Nalco Holding Company executed Restricted Stock Unit
Agreements with its non-management directors who are not independent. The Board
of Directors for Nalco Holding Company approved revisions to the standard
director compensation arrangements to provide for these grants to non-management
directors who are not independent on December 13, 2004. 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) $30,000 annual
retainer paid in equal quarterly installments; (b) $1,000 for each Board or
Committee meeting attended; and (c) 2000 restricted stock units per year vesting
into unrestricted shares on the second anniversary of the grant if the Director
continues in his or her service on the vesting date. The Chairperson of the
Audit Committee receives an additional annual payment of $5,000 paid in equal
quarterly installments.
Item
9.01. Financial
Statements and Exhibits
The
following exhibit is furnished pursuant to Item 9.01 of Form 8-K:
| (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
Date:
February 22, 2005