Delaware
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001-32342
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16-1701300
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02(d).
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Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal
Officers
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(1)
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Effective
October 13, 2008, the Nalco Holding Company Board of Directors appointed
Mr. Carl A. Casale a Director of the Company. Mr. Casale is Executive Vice
President, Strategy and Operations for Monsanto Company. He is a Class III
Director whose term expires in
2010.
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(2)
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Mr.
Casale’s compensation will be an annual cash retainer of $70,000 and a fee
of $1,500 for each committee meeting attended. Mr. Casale’s compensation
will also include stock options and/or restricted stock awards under the
Company’s 2004 Stock Incentive
Plan.
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(3)
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The
Board has not yet determined committee assignments for Mr.
Casale.
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(4)
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None.
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Item
9.01.
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Financial Statements
and Exhibits
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(d)
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Exhibits.
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Press
release of Nalco Holding Company dated October 14,
2008.
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NALCO
HOLDING COMPANY
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/s/
Stephen N. Landsman
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Secretary
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