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 earliest ~~event~~ event reported): February 2128, 2011

DIVERSEY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 333-108853


Delaware		80-0010497
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8310 16th Street Sturtevant, Wisconsin		53177-0902
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (262) 631-4001

DIVERSEY, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 333-97427


Delaware		39-1877511
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8310 16th Street Sturtevant, Wisconsin		53177-0902
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (262) 631-4001

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:

¨	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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Departure~~Appointment of Directors ~~or Certain Officers~~

~~Effective~~Pursuant ~~February 21, 2011, S. Curtis Johnson III, previously designated as a director by Commercial Markets Holdco, LLC (“CMH”) pursuant~~ to the stockholders agreement, dated as of November 24, 2009, (the “Stockholders Agreement”) by and among Diversey Holdings, Inc. (the “Company”), Commercial Markets Holdco LLC (“CMH”), SNW Co., Inc., CDR Jaguar Investor Company, LLC (“CDR Investor”), and CDR F&F Jaguar Investor, LLC, (each of CMH and CDR Investor have the ~~“Stockholders~~right ~~Agreement”)~~to designate five directors, ~~resigned~~including ~~from~~two independent directors, to the Board of Directors of the Company (the “Board”). ofThe ~~the~~ Company’s ~~and~~Chief ~~the~~Executive ~~Company’s~~Officer ~~subsidiary,~~is ~~Diversey,~~the ~~Inc.~~eleventh ~~(“Diversey”)~~director. ~~The~~CMH ~~Company~~ and ~~Diversey also~~CDR ~~announced~~Investor ~~that~~also ~~Mr. Johnson~~have ~~would~~the right ~~take~~to adesignate ~~leave~~directors ofto ~~absence from~~ the ~~companies~~board ~~and~~of ~~his~~directors ~~position~~of asany ~~Chairman~~subsidiary of the Company, ~~and~~including of Diversey., MrInc. ~~Johnson~~(“Diversey”), ~~served~~in onproportion to the ~~Company’s~~relative ~~Executive~~number of Board members then designated by CMH, ~~Finance~~on the one hand, and ~~Governance~~CDR Investor, ~~committees~~on the other hand.

~~Appointment~~On February 28, 2011, the Board appointed Winifred J. Marquart, designated by CMH, to the Board and the board of ~~Certain~~directors ~~Officers~~of the Diversey to fill the previously announced vacancies resulting from the resignation of S. Curtis Johnson III. The Board also appointed Ms. Marquart to serve on the Executive and Finance Committees. Biographical information on Ms. Marquart is set forth below.

~~Under~~Ms. Marquart, 51, has served as the ~~Stockholders~~President ~~Agreement~~of The Johnson Family Foundation since December, ~~each~~1994 and was elected to The Johnson Foundation Board of ~~CMH~~Trustees ~~and~~in ~~CDR~~2004. ~~Investor~~She ~~have~~has served on the ~~right~~Board toof ~~designate~~Directors ~~five~~of ~~directors~~Johnson Financial Group, ~~including~~a ~~two~~global ~~independent~~financial ~~directors~~services company, tosince ~~the~~July, 1999 and the Board of ~~the~~Trustees ~~Company~~at ~~and~~Norfolk ~~Diversey~~Academy since 1998. From 1986 to November, ~~and~~1986, ~~CMH~~Ms. Marquart ~~has~~was ~~the~~Project Coordinator in Corporate Public Affairs at S. C. Johnson & Sons, Inc., a leading provider of innovative consumer home cleaning, ~~right~~maintenance toand ~~designate~~storage ~~the~~products. ~~Chairman~~Ms. Marquart is a descendant of Samuel Curtis Johnson, the ~~Board~~sister of Helen P. Johnson-Leipold, the Company’s Chairman, and ~~Diversey~~cousin (of Clifton D. Louis, another director of the ~~“Chairman”)~~Company.

OnThere ~~February 21~~are no, ~~2011,~~ ~~CMH~~nor ~~appointed~~have ~~Helen~~there P.been ~~Johnson-Leipold~~any, anrelated ~~existing~~persons ~~member~~transactions ofbetween the ~~Board,~~Company toand ~~replace Mr~~Ms. ~~Johnson~~Marquart asreportable ~~Chairman~~under Item 404(a) ~~effective~~of ~~February 21,~~Regulation ~~2011~~S-K. ~~The~~Ms. Marquart ~~Board~~will ofreceive ~~Directors~~the ofstandard ~~Diversey~~compensation ~~also~~received ~~appointed~~by ~~Ms. Johnson~~non-~~Leipold~~employee ~~as Chairman of Diversey~~directors.

A copy of the press release issued by the Company announcing Mr. Johnson’s resignation and the appointment of Ms. Johnson-Leipold as Chairman is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

ExhibitNumber		Description
99.1		Press Release dated February 21, 2011 (filed herewith).

Signature(s)

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.

	DIVERSEY HOLDINGS, INC.
Date: February 22, 2011	By:	/s/ Scott D. Russell
Date: March 3, 2011
		Scott D. Russell Chief Compliance Officer, Executive Vice President, General Counsel & Corporate Secretary
	By:	/s/ Scott D. Russell
		Scott D. Russell
		Chief Compliance Officer, Executive Vice President, General Counsel & Corporate Secretary
	DIVERSEY, INC.
Date: February 22, 2011	By:	/s/ Scott D. Russell
Date: March 3, 2011	By:	/s/ Scott D. Russell
		Scott D. Russell Chief Compliance Officer, Executive Vice President, General Counsel & Corporate Secretary
		Scott D. Russell
		Chief Compliance Officer, Executive Vice President, General Counsel & Corporate Secretary

EXHIBIT INDEX

ExhibitNumber		Description
99.1		Press Release dated February 21, 2011 (filed herewith).

Filing Compare · DIVERSEY, INC.