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
Exchange Act of 1934
Date of Report (Date of the earliest event reported)
November 29, 2005
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NL Industries, Inc.
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(Exact name of Registrant as specified in its charter)
New Jersey 1-640 13-5267260
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697
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(Address of principal executive offices) (Zip Code)
(972) 233-1700
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(Registrant's telephone number, including area code)
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):
[ ] 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 240.14a-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 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Section 303A.03(4) of the corporate governance rules of the New York
Stock Exchange ("NYSE") Listed Company Manual requires NYSE-listed companies to
disclose in their annual proxy statements:
O the non-management director who presides at all regularly
scheduled executive sessions of the non-management members of
the board of directors; and
O a method by which interested parties may be able to
communicate concerns to the presiding director of the
non-management directors.
On October 27, 2005, the registrant's board of directors amended and
restated the registrant's corporate governance guidelines to provide, in part,
as follows.
The non-management directors of the Company (as defined by the
rules of the New York Stock Exchange) are entitled to meet on a regular
basis throughout the year, and will meet at least once annually,
without management participation. If the non-management directors are
not all independent directors of the Company, the independent directors
should meet at least once annually at a meeting of only the independent
directors. The chairman of the audit committee shall be the presiding
director at all of these meetings.
The registrant has posted, among other corporate governance documents, its
corporate governance guidelines (amended and restated as of October 27, 2005) on
the corporate governance section of the registrant's website at www.nl-ind.com.
The registrant has also undertaken with the NYSE to provide in the
registrant's 2006 proxy statement language similar to the following.
Shareholders and other interested parties who wish to
communicate with the Board of Directors or its non-management directors
may do so through the following procedures. Such communications not
involving complaints or concerns regarding accounting, internal
accounting controls and auditing matters related to NL ("Accounting
Complaints or Concerns") may be sent to the attention of NL's corporate
secretary at NL Industries, Inc., Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240-2697. Provided that any such
communication relates to the business or affairs of NL and is within
the function of the Board of Directors or its committees, and does not
relate to insignificant or inappropriate matters, such communications,
or summaries of such communications, will be forwarded to the chairman
of the audit committee, who also serves as the presiding director of
NL's non-management and independent director meetings.
Accounting Complaints or Concerns, which may be made
anonymously, should be sent to the attention of NL's general counsel
with a copy to NL's chief financial officer at the same address as the
corporate secretary. Accounting Complaints or Concerns will be
forwarded to the chairman of the audit committee. NL will keep
Accounting Complaints or Concerns confidential and anonymous, to the
extent feasible, subject to applicable law. Information contained in an
Accounting Complaint or Concern may be summarized, abstracted and
aggregated for purposes of analysis and investigation.
On November 21, 2005, the NYSE notified the registrant that it must
publicly disclose the procedure by which a presiding director of the
non-management directors is chosen and how interested parties may communicate
concerns to the presiding director.
SIGNATURE
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 hereunto duly authorized.
NL INDUSTRIES, INC.
(Registrant)
By: /s/ A. Andrew R. Louis
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A. Andrew R. Louis,
Associate General Counsel and
Assistant Secretary
Date: November 29, 2005