8K Nalco Holding Co. Compensation changes
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: October
27, 2005
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
Compensation Committee for Nalco Holding Company at its October 24, 2005 meeting
authorized: (a) an amendment to the Nalco Company Non-Qualified Defined Benefit
Plan to reflect the new requirements of Section 409A of the Internal Revenue
Code for non-qualified deferred compensation and (b) an adjustment to the
targets for the Company’s Management Incentive Plan, Long-Term Cash Incentive
Plan and Profit Sharing and Savings Plan. The adjustments permit partial
payments if Adjusted EBITDA is achieved at or above $609 million, which is
the
mid-point of the Company’s September forecast for Adjusted EBITDA growth of 3 to
5 percent. The adjustments were made in order to maintain appropriate employee
performance incentives for the balance of the year to achieve this previously
forecast performance while recognizing the impacts of Hurricanes Katrina and
Rita on the Company’s performance.
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:
October 27, 2005