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):
February 15, 2007
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 flowing 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))
Item 1.01
Entry into a Material Definitive Agreement
On February 15, 2007, the Compensation Committee of Nalco Holding Company approved the grant of 2,707 restricted stock units ("RSUs") under the 2004 Stock Incentive Plan to each of the non-management directors. The terms and conditions for such restricted stock units will be reflected in agreements to be executed by the non-management directors. The form of such agreement is attached as an exhibit.
Item 5.02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At that same meeting the Compensation Committee also granted the Companys named executive officers cash bonuses and base salary increases.
The Committee increased William J. Roes base salary to $446,842, Bradley J. Bells base salary to $452,067 and John L. Gigerichs base salary to $447,051, effective April 1, 2007.
The Committee approved cash bonuses to William H. Joyce of $1,166,000, to William J. Roe of $490,840, to Bradley J. Bell of $462,634, to John L. Gigerich of $207,205 and to Daniel M. Harker of $155,000, payable February 28, 2007.
In addition, John L. Gigerich received a stock option for 15,336 shares of Nalco Holding Company stock at the February 15, 2007 closing price of $24.01 per share.
Item 9.01(c) Financial Statements, Pro Forma Financial Information and Exhibits
Exhibits
99.1
2007 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 20, 2007