Burn Rate recommendation

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



April 29, 2005
(Date of Report - Date of earliest event reported)




KERR-McGEE CORPORATION
(Exact name of registrant as specified in its charter)


Delaware
 
1-16619
 
73-1612389
(State of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)



Kerr-McGee Center
   
Oklahoma City, Oklahoma
 
73125
(Address of principal executive offices)
 
(Zip Code)



(405)   270-1313
(Registrant's telephone number)





Item 8.01
Other Events
 
At Kerr-McGee Corporation’s 2005 Annual Meeting of Stockholders, which is scheduled for May 10, 2005, stockholders will be asked to approve the Kerr-McGee Corporation 2005 Long Term Incentive Plan. In that regard, the Company’s management intends to recommend to the Executive Compensation Committee of the Company’s Board of Directors that the committee adopt a policy providing that equity grants made after adoption of the 2005 Long Term Incentive Plan will result in a prospective gross three-year average burn rate through 2008 not exceeding 2% of common shares outstanding.


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 hereunto duly authorized.


   
KERR-MCGEE CORPORATION
     
     
 
By:
(John M. Rauh)
   
John M. Rauh
   
Vice President and Controller
     
Dated: April 29, 2005