Definitive Proxy Statement
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

 

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Filed by a Party other than the Registrant  ¨

 

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¨

   Preliminary Proxy Statement
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x

   Definitive Proxy Statement

¨

   Definitive Additional Materials

¨

   Soliciting Material Pursuant to §240.14a-12

 

NORDSTROM, INC.

(Name of Registrant as Specified in its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

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LOGO

 

March 30, 2012

 

Dear Shareholder:

 

On behalf of the Board of Directors and all of us on the management team, we invite you to attend the 2012 Annual Meeting of Shareholders on Wednesday, May 9, 2012, at 11:00 a.m., Pacific Daylight Time. The meeting will be held in the John W. Nordstrom Room, Downtown Seattle Nordstrom, 1617 Sixth Avenue, 5th Floor, Seattle, Washington 98101-1707.

 

In addition to the topics described in the Notice of Annual Meeting and the Proxy Statement, we will update you on the business and provide you with an opportunity to ask questions of interest to you as a valued shareholder and customer.

 

It is important that your shares be represented and voted, regardless of the size of your holdings. Accordingly, whether or not you plan to attend the Annual Meeting, please cast your vote over the Internet, by telephone voting, or by executing and returning a printed proxy card. This will ensure that your shares are represented at the Annual Meeting. The proxy is revocable at any time before it is voted and will not affect your right to vote in person if you attend the Annual Meeting.

 

Sincerely,

 

LOGO

   LOGO   LOGO

Blake W. Nordstrom

   Peter E. Nordstrom   Erik B. Nordstrom

President

   Executive Vice President and President – Merchandising   Executive Vice President and
President – Stores

 

1617 Sixth Avenue, Seattle, Washington 98101-1707


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Table of Contents

 

  

Notice of Annual Meeting of Shareholders 

     1   

Commonly Asked Questions and Answers About the Annual Meeting

     3   

Proposals to Be Voted Upon 

     8   

Proposal 1: Election of Directors 

     8   

Proposal 2: Approval of the Amended and Restated Nordstrom, Inc. Executive Management Bonus Plan 

     13   

Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm

     15   

Proposal 4: Advisory Vote to Approve Executive Compensation 

     17   

Other Matters

     18   

Corporate Governance

     19   

Our Corporate Governance Framework 

     19   

Board Responsibilities, Leadership Structure and Role in Risk Oversight 

     20   

Management Succession Planning 

     21   

Director Independence 

     21   

Board Committees and Charters 

     21   

Board Meetings and Attendance 

     24   

Attendance at the Annual Meeting of Shareholders

     24   

Chairman of the Board and Presiding Director

     24   

Director Nominating Process 

     25   

Director Compensation

     26   

Compensation Committee Interlocks and Insider Participation

     29   

Communications with Directors 

     29   

Director Elections 

     29   

Codes of Business Conduct and Ethics 

     30   

Corporate Social Responsibility

     30   

Website Access to Corporate Governance Documents

     30   

Audit Committee Report

     30   

Executive Officers

     32   

Compensation of Executive Officers 

     35   

Compensation Discussion and Analysis 

     35   

Compensation Committee Report

     45   

Summary Compensation Table 

     46   

Grants of Plan-Based Awards in Fiscal Year 2011

     49   

Outstanding Equity Awards at Fiscal Year-End 2011

     51   

Option Exercises and Stock Vested in Fiscal Year 2011

     54   

Pension Benefits

     54   

Fiscal Year 2011 Pension Benefits Table 

     55   

Nonqualified Deferred Compensation 

     56   

Fiscal Year 2011 Nonqualified Deferred Compensation Table 

     57   


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Potential Payments Upon Termination or Change in Control

     58   

Compensation Risk Assessment 

     64   

Equity Compensation Plans 

     65   

Security Ownership of Certain Beneficial Owners and Management 

     66   

Stock Ownership and Guidelines

     66   

Beneficial Ownership Table 

     66   

Section 16(a) Beneficial Ownership Reporting Compliance

     69   

Certain Relationships and Related Transactions 

     70   

Appendix A: Amended and Restated Nordstrom, Inc. Executive Management Bonus Plan

     A-1   

Appendix B: Nordstrom, Inc. Audit Committee of the Board of Directors Charter 

     B-1   

Appendix C: Reconciliation of GAAP and Non-GAAP Financial Measures 

     C-1   


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LOGO

1617 Sixth Avenue, Seattle, Washington 98101-1707

 

Notice of Annual Meeting of Shareholders   

To the Shareholders of Nordstrom, Inc.:

 

The 2012 Annual Meeting of Shareholders (“Annual Meeting”) of Nordstrom, Inc. (the “Company”) will be held on Wednesday, May 9, 2012, at 11:00 a.m.,

Pacific Daylight Time, in the John W. Nordstrom Room, Downtown Seattle Nordstrom, 1617 Sixth Avenue, 5th Floor, Seattle, Washington 98101-1707.

 

The meeting will be held for the following purposes:

 

1. To elect eleven members of the Board of Directors (“Directors”) named in this Proxy Statement to the Company’s Board of Directors (the “Board”) to hold office until the 2013 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

 

2. To approve the Amended and Restated Nordstrom, Inc. Executive Management Bonus Plan;

 

3. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2013;

 

4. To conduct an advisory vote to approve the compensation of our Named Executive Officers; and

 

5. To transact such other business as may properly come before the meeting and at any convening or reconvening of the meeting following a postponement or adjournment of the meeting.

 

The Board recommends that shareholders vote “FOR” proposals 1, 2, 3, and 4 as outlined in the accompanying Proxy Statement.

 

Holders of shares of Nordstrom Common Stock (“Common Stock”) of record at the close of business on March 9, 2012 (the “record date”) are entitled to notice of, and to vote on, the matters that will be presented at the Annual Meeting and any reconvened meeting after an adjournment thereof. There were 207,923,668 shares of Common Stock issued and outstanding as of March 9, 2012.

 

Shareholders are invited to attend the Annual Meeting in person. Those who are hearing impaired or require other assistance should contact the Company at 206-303-3033, so that we may facilitate your participation at the Annual Meeting.

 

A live webcast of the Annual Meeting will be provided from the Company’s Investor Relations website at investor.nordstrom.com. Select the Webcast icon and follow the instructions given. Additionally, the archived webcast will be available on the Investor Relations website in the Webcasts section for a period of one year following the Annual Meeting.

 

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On or about March 30, 2012, we will mail to our shareholders either: (i) a Notice of Internet Availability of Proxy Materials, which will indicate how to access the proxy materials on the Internet, or (ii) if requested, a copy of our Proxy Statement, a proxy card and an Annual Report. We are pleased to once again furnish proxy materials to our shareholders on the Internet. We believe this approach provides our shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of getting these materials to you in connection with our Annual Meeting.

 

YOUR VOTE IS VERY IMPORTANT. Whether or not you intend to be present at the Annual Meeting, you are encouraged to vote.

 

By order of the Board of Directors,

 

LOGO

Robert B. Sari

Secretary

Seattle, Washington

March 30, 2012

 

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2012

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 9, 2012

 

The accompanying Proxy Statement and the 2011 Annual Report on Form 10-K are available at

investor.nordstrom.com

 

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Commonly Asked Questions and Answers About the Annual Meeting

 

 

1.   Why am I receiving these materials?

 

The Company has made these materials available to you on the Internet or, upon your request, delivered printed versions of these materials to you by mail, because you were a shareholder of Nordstrom, Inc. as of March 9, 2012, the record date, and were entitled to receive notice of the 2012 Annual Meeting of Shareholders and to vote on matters that will be presented at the meeting.

 

2.   What items will be voted on at the Annual Meeting?

 

Shareholders will vote on the following matters at the Annual Meeting:

 

   

to elect the eleven nominees to the Board of Directors named in this Proxy Statement (Proposal No. 1);

 

   

to approve the Amended and Restated Nordstrom, Inc. Executive Management Bonus Plan (Proposal No. 2);

 

   

to ratify the appointment of our Independent Registered Public Accounting Firm (Proposal No. 3);

 

   

to conduct an advisory vote to approve the compensation of our Named Executive Officers (Proposal No. 4); and

 

   

such other business as may properly come before the meeting and any adjournments or postponements thereof.

 

3.   What are the Board’s voting recommendations?

 

   

“FOR” each of the nominees to the Board of Directors (Proposal No. 1);

 

   

“FOR” approval of the Amended and Restated Nordstrom, Inc. Executive Management Bonus Plan (Proposal No. 2);

 

   

“FOR” ratification of the Appointment of Independent Registered Public Accounting Firm (Proposal No. 3); and

 

   

“FOR” approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal No. 4).

 

4.   Where is the Annual Meeting being held?

 

The Annual Meeting is being held in the John W. Nordstrom Room, which is located in the Downtown Seattle Nordstrom Store, 1617 Sixth Avenue, 5th Floor, Seattle, Washington, 98101-1707.

 

5.   Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

 

We are furnishing proxy materials to our shareholders primarily via the Internet instead of mailing printed copies of those materials to each shareholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. On March 30, 2012, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders who had not previously requested printed materials. The Notice contains instructions about how to access our proxy materials and vote online. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously chosen to receive our proxy materials electronically, you will receive access to these materials via email unless you elect otherwise.

 

6.   What is a proxy?

 

If you designate another person to vote your stock, that other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. If you

 

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vote online, or complete the proxy card enclosed with the materials sent by mail, to give us your proxy, you will have designated Blake W. Nordstrom, our President, and Robert B. Sari, an Executive Vice President and our General Counsel and Secretary, as your proxies to vote your shares as you have directed.

 

7.   What is the purpose of this Proxy Statement?

 

This Proxy Statement provides information about the matters to be voted on by shareholders at the Annual Meeting, along with other information regarding the governance of Nordstrom, including our Board committee structure and executive compensation.

 

8.   What is the difference between a shareholder of record and a street name shareholder?

 

Many Nordstrom shareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held as a shareholder of record and those held in street name.

 

   

Shareholders of record: If your shares are registered directly in your name with Nordstrom’s transfer agent, Computershare, you are considered the “shareholder of record” or a “registered shareholder,” and the Notice or proxy materials are being sent directly to you by the Company. As the shareholder of record, you have the right to grant your voting proxy directly to Nordstrom or to vote in person at the Annual Meeting.

 

   

Street name shareholders: If your shares are held in a stock brokerage account or by a bank, trustee or nominee, you are considered the beneficial owner of shares held in “street name,” and the Notice or proxy materials are being forwarded to you by your broker, bank or other holder of record who is considered the shareholder of record. As the street name shareholder you have the right to direct your broker, bank or other holder of record on how to vote your shares and you are invited to attend the Annual Meeting. Your broker, bank, trustee or nominee is obligated to provide you with a voting instruction form for you to use.

 

9.   How do I cast my vote?

 

We encourage you to vote on the Internet or by telephone. It is convenient, and it saves us significant postage and processing costs. In addition, when you vote on the Internet or by telephone, your vote is recorded immediately and there is no risk that postal delays will cause your vote to arrive late and therefore not be counted.

 

The Internet and telephone voting procedures are designed to verify that you are a shareholder of record by using a control number and allowing you to confirm that your voting instructions have been properly recorded. Internet and telephone voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time on May 8, 2012.

 

Shareholders of record:

 

   

Voting on the Internet. You may vote on the Internet by using the voting portal found at www.proxyvote.com. You can then confirm that your instructions have been properly recorded.

 

   

Voting by Telephone. If you request printed materials, you may vote by telephone by using the toll-free number listed on your proxy card. Voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

 

   

Voting by Mail. If you request printed materials, you may vote by signing, dating and returning your proxy card.

 

Street name shareholders: You may vote by the method explained on the proxy card or the information you receive from the bank, broker or other record holder.

 

The method by which you vote your proxy will not limit your right to vote at the Annual Meeting if you decide to attend in person. Our Board recommends that you vote using one of the other voting methods since it is not practical for most shareholders to attend the Annual Meeting. If you are a street name shareholder, you

 

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must obtain a proxy, executed in your favor, from the bank, broker or other holder of record to be able to vote in person at the Annual Meeting.

 

Shareholders holding shares invested in the Company’s 401(k) Plan & Profit Sharing: If you participate in the Company’s 401(k) Plan & Profit Sharing, the number of shares of Common Stock in your account as of the record date are reflected on your proxy notice and may be voted as described above for shareholders of record. However, if your vote on those shares is not received by 11:59 p.m. Eastern Daylight Time on May 6, 2012, then the Nordstrom, Inc. Retirement Committee will vote those shares in the same proportion as all other 401(k) Plan & Profit Sharing shares that have been voted.

 

Shareholders holding shares purchased through the Company’s Employee Stock Purchase Plan: If you hold Common Stock that you acquired through the Company’s Employee Stock Purchase Plan, you are the beneficial owner of those shares and your shares may be voted as described above for street name shareholders.

 

10.   What does it mean if I receive more than one Notice or package of proxy materials?

 

This means that you have multiple accounts holding Nordstrom shares. These may include: accounts with our transfer agent, Computershare; shares held in Nordstrom’s 401(k) Plan & Profit Sharing or purchased through the Employee Stock Purchase Plan; and accounts with a broker, bank or other holder of record. Please vote all Notices, voting instruction forms and proxy cards that you receive to ensure that all of your shares are voted.

 

11.   Is there a minimum number of shares that must be represented in person or by proxy to hold the Annual Meeting?

 

Yes. A quorum is the number of shares that must be present to conduct business at the Annual Meeting. For the Annual Meeting, we must have a quorum of at least a majority of the outstanding shares of Common Stock as of the record date. Your shares will be counted toward the number needed for a quorum if you: (i) vote on the Internet or by telephone; (ii) submit a valid proxy card or voting instruction form; or (iii) in the case of a shareholder of record, attend the Annual Meeting in person.

 

12.   How many votes am I entitled to per share?

 

Each share of Common Stock is entitled to one vote on each matter properly presented at the Annual Meeting.

 

13.   What is the voting requirement to approve each of the proposals?

 

Proposal    Vote Required    Discretionary
Voting
Allowed?

Election of Directors

   Majority of Votes Cast    No
Approval of the Amended and Restated Nordstrom, Inc. Executive Management Bonus Plan    Majority of Votes Cast    No

Ratification of the Appointment of Independent Registered Public

Accounting Firm

   Majority of Votes Cast    Yes

Advisory Vote to Approve Executive Compensation

   Majority of Votes Cast    No

 

Under Washington corporation law and our Articles of Incorporation and Bylaws, the approval of any corporate action taken at a shareholder meeting is based on votes cast. “Votes cast” means votes actually cast “for” or “against” a particular proposal, whether by proxy or in person. Broker non-votes (broker non-votes and discretionary voting are explained in the answer to Question 15) are not considered “votes cast” and have no effect on the proposals.

 

   

Election of Directors; Majority Vote Policy: In the election of Directors, the Company has adopted a majority voting standard as described in more detail on page 29 under Director Elections. Because this is

 

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an uncontested election, an incumbent director nominee will be elected if the votes cast “for” the nominee’s election exceed the votes cast “against” the director nominee. If a director nominee does not receive the requisite votes, that director’s term will end on the date on which an individual is selected by the Board to fill the position held by such Director or ninety (90) days after the date the election results are determined, whichever occurs first. You may vote “for,” “against” or “abstain” on this proposal.

 

   

Approval of the Amended and Restated Nordstrom, Inc. Executive Management Bonus Plan: The votes cast “for” must exceed the votes cast “against” to approve the Company’s Amended and Restated Executive Management Bonus Plan. You may vote “for,” “against” or “abstain” on this proposal.

 

   

Ratification of the Appointment of Independent Registered Public Accounting Firm: Under the Company’s Bylaws, the votes cast “for” must exceed the votes cast “against” to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2013. You may vote “for,” “against” or “abstain” on this proposal.

 

   

Advisory Vote to Approve Executive Compensation: The votes cast “for” must exceed the votes cast “against” to approve, on an advisory basis, the Company’s executive compensation plan. You may vote “for,” “against” or “abstain” on this proposal.

 

14.   Can I change my mind after I vote?

 

Yes, if you vote by proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. You may do this by:

 

   

voting again on the Internet or by telephone prior to the Annual Meeting;

 

   

signing another proxy card with a later date and mailing it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, prior to the Annual Meeting; or

 

   

attending the Annual Meeting in person and delivering your proxy or casting a ballot.

 

15.   What if I do not return my proxy card or voting instruction form or do not provide voting instructions?

 

   

Shareholders of record: If you are a registered shareholder and do not vote by Internet or phone, or return your voted proxy card, your shares will not be voted. If you submit your proxy card with an unclear voting designation or no voting designation at all, your shares will not be voted on Proposals 1, 2 and 4, but your shares will be voted by the proxies “FOR” Proposal 3.

 

   

Street name shareholders: Your shares may be voted for Proposal 3 if they are held in the name of a broker, bank or other intermediary, even if you do not provide the holder with voting instructions. Brokerage firms and banks generally have the discretion, under New York Stock Exchange (“NYSE”) rules, to vote uninstructed shares on certain “routine” matters for which their customers do not provide voting instructions. Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm, is considered a routine matter. Proposals 1, 2, and 4, and any other matter presented at the Annual Meeting (see Other Matters, on page 18), will not be considered routine. When a proposal is not a routine matter and the institution holding the shares has not received voting instructions from the beneficial owner of the shares with respect to the proposal, discretionary voting by your bank or broker is not allowed on that proposal. This is called a “broker non-vote.” In tabulating the voting result for any particular proposal, shares that constitute broker non-votes will not be included in vote totals and will have no effect on the outcome of any vote.

 

   

Shareholders with shares invested in the Company’s 401(k) Plan & Profit Sharing: If your vote of shares held through the Company’s 401(k) Plan & Profit Sharing is not received by 11:59 p.m. Eastern Daylight Time on May 6, 2012, then the Company’s Retirement Committee will vote your shares in the same proportion as shares that have been voted in the 401(k) Plan & Profit Sharing. If you submit your proxy card with an unclear voting designation or no voting designation at all, your shares will be voted by the Retirement Committee “FOR” Proposals 1, 2, 3, and 4. If any additional proposals are properly presented at the Annual Meeting of Shareholders and any adjournment thereof, the Retirement Committee will vote on the additional proposals in accordance with their discretion.

 

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16.   Will abstentions or broker non-votes affect the voting results?

 

If you abstain from voting on a proposal, or if a broker or bank indicates it does not have discretionary authority to vote on a proposal, the shares will be counted for the purpose of determining if a quorum is present, but will not be included in the vote totals with respect to the proposal. Furthermore, any abstention or broker non-vote will have no effect on the proposals to be considered at the Annual Meeting since these actions do not represent votes cast by shareholders. An abstention will not represent a vote cast with respect to the election of Directors, the amendment to the Nordstrom, Inc. Executive Management Bonus Plan, the ratification of the appointment of the Company’s registered public accounting firm, or the advisory vote on executive compensation.

 

17.   Who will count the vote?

 

Broadridge Investor Communication Services was appointed by the Board to tabulate the vote and act as Inspector of Election. Information about Broadridge is available at www.broadridge.com. Proxies and ballots that identify the votes of individual shareholders are kept confidential from the Company’s management and Directors. Only Broadridge, as the proxy tabulator and the Inspector of Election, has access to the ballots, proxy forms and voting instructions. Broadridge will disclose information taken from the ballots, proxy forms and voting instructions only in the event of a proxy contest or as otherwise required by law.

 

18.   Where can I find the voting results of the Annual Meeting?

 

We intend to announce preliminary voting results at the Annual Meeting and publish final results on a current report on Form 8-K within four business days of the Annual Meeting. The Form 8-K will be available online at investor.nordstrom.com, then select SEC Filings.

 

19.   How does a shareholder propose actions for consideration at next year’s Annual Meeting of Shareholders?

 

For your proposal to be considered for inclusion in our proxy statement for next year’s annual meeting, we must receive your written proposal no later than November 30, 2012. You should be aware that your proposal must comply with Securities and Exchange Commission (“SEC”) regulations regarding inclusion of shareholder proposals in company-sponsored proxy materials.

 

In addition, in order for you to raise a proposal (including director nominations) from the floor during next year’s meeting, we must receive written notice of the proposal between January 9, 2013 and February 8, 2013, and it must contain information required by the Company’s Bylaws. With respect to director nominations, shareholders must also comply with our Director Nominating Process, described on page 25 of this Proxy Statement.

 

Please mail your proposals by U.S. mail, postage prepaid, to the attention of the Secretary, Nordstrom, Inc., 1700 Seventh Avenue, Seattle, Washington 98101-4407.

 

20.   How can I access the proxy materials online?

 

The Notice will provide you with instructions regarding how to:

 

   

View on the Internet the proxy materials for our Annual Meeting; and

 

   

Instruct the Company to send future proxy materials to you by email.

 

You can also review copies of the Proxy Statement and Annual Report online on the Company’s Investor Relations homepage at investor.nordstrom.com.

 

21.   Who will bear the cost of this proxy solicitation?

 

Nordstrom will bear the cost of this proxy solicitation, including reimbursing banks and brokers for reasonable expenses of sending out proxy materials to street name shareholders.

 

22.   What if I have additional questions that are not addressed here?

 

You may call Investor Relations at 206-233-6564, e-mail Investor Relations at invrelations@nordstrom.com, or call the Office of the Secretary at 206-303-2542.

 

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Proposals To Be Voted Upon

 

 

Proposal 1
Election of Directors
  

The Board recommends a vote FOR each nominee.

 

Eleven nominees, recommended by the Company’s Board of Directors, will be elected at the Annual Meeting, each to hold office until the 2013 Annual

Meeting of Shareholders and until their successors have been duly elected and qualified. All of the nominees, who are listed below, are currently Directors of the Company.

 

Director Qualifications and Experience

 

The Board, acting through the Corporate Governance and Nominating Committee, seeks a Board that, as a whole, possesses the experience, skills, backgrounds and qualifications appropriate to function effectively in light of the Company’s current and evolving business circumstances. The Corporate Governance and Nominating Committee reviews the size of the Board, the tenure of our Directors and their skills, backgrounds and experiences in determining the slate of nominees and whether to seek one or more new candidates. The Committee seeks directors with established records of significant accomplishments in business and areas relevant to our strategies. With respect to the nomination of continuing Directors for re-election, the individual’s prior contributions to the Board are also considered.

 

All of our Directors bring to our Board a wealth of executive leadership experience derived from their service as executives and, in most cases, chief executive officers, of large corporations. As a group, they also bring extensive board experience. The process undertaken by the Corporate Governance and Nominating Committee in recommending qualified director candidates is described in the Director Nominating Process section on page 25. Information related to the Director nominees as of March 30, 2012 is set forth below, including age, and the particular experience, qualifications, attributes or skills that led the Board to conclude that the person should serve as a Director for the Company:

 

Phyllis J. Campbell, 60

Director since 2004

  

Chairman of the Pacific Northwest Region of JPMorgan Chase since 2009. President and Chief Executive Officer of The Seattle Foundation, a community-based philanthropic organization, from 2003 to 2009. President and Chief Executive Officer of US Bank of Washington, a division of US Bancorp, from 1993 to 2001. Ms. Campbell held various other management positions of increasing responsibility with US Bank of Washington from 1989 to 1993. Ms. Campbell has been a director of Alaska Air Group, Inc. since 2002 and Lead Independent Director since 2010. She served as a director of Puget Energy, Inc. from 1999 to 2009 and as a director of its subsidiary, Puget Sound Energy, Inc. from 1993 to 2009.

 

Specific qualifications, experience, skills and expertise:

 

•  Operating and senior management experience, including in the financial sector and its retail applications

•  Core business, management and leadership skills

•  Expertise in accounting, risk management and marketing

•  Public company director and committee experience

 

Ms. Campbell brings to the Board her extensive experience in the financial sector and her senior leadership skills developed in her executive role with a national bank and prior role as chief executive officer of a large philanthropic organization, as well as her public company board experience.

 

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Michelle M. Ebanks, 50

Director since 2011

  

President of Essence Communications, a media and communications company and subsidiary of Time Inc., since 2005, and Group Publisher since 2001. Prior to that, Ms. Ebanks served as Senior Vice President and Chief Operating Officer of Time and Essence Magazines Partnership from 1999 to 2001. Ms. Ebanks was General Manager of Time, Inc.’s Money Magazine from 1998 to 1999 and Financial Director from 1996 to 1998. From 1985 to 1996, Ms. Ebanks held a number of management and financial positions of increasing responsibility with Condé Nast Publications, including Corporate Business Manager from 1993 to 1996.

 

Specific qualifications, experience, skills and expertise:

 

•  Operating and senior management experience at a global media and communications company

•  Core business, management and leadership skills

•  Expertise in media, publishing and communications

•  Authority on marketing to multi-cultural audiences

 

Ms. Ebanks brings to the Board her key executive management, finance and operations experience in the media and communications arena, and a unique perspective on marketing to multi-cultural audiences.

 

Enrique Hernandez, Jr., 56

Director since 1997

  

 

President and Chief Executive Officer of Inter-Con Security Systems, Inc., a worldwide security and facility support services provider, since 1986 and Executive Vice President and Assistant General Counsel from 1984 to 1986. Prior to joining Inter-Con Security Systems, Mr. Hernandez, who is a licensed attorney, practiced law with the firm of Brobeck, Phleger & Harrison in Los Angeles. Mr. Hernandez is principal partner of Interspan Communications, a television broadcasting company serving Spanish-speaking audiences, which he co-founded in 1988. Mr. Hernandez has been a director of McDonald’s Corporation since 1996, Wells Fargo & Company since 2003 and Chevron Corporation since 2008. Mr. Hernandez served as a director of the Tribune Company from 2001 to 2007.

 

Specific qualifications, experience, skills and expertise:

 

•  Operating and senior management experience, including experience as chief executive officer of a regulated global corporation

•  Core business, management and leadership skills, and legal expertise

•  Expertise in communication and consumer marketing

•  Public company director and committee experience, including experience as chairman of the board

 

Mr. Hernandez brings to the Board executive, operational, executive compensation and legal experience with a regulated business with a large number of employees in the United States and abroad, key marketing skills, experience in corporate governance matters and working with diverse boards of directors, overseeing management, assessing risk and responding to complex financial, operational and strategic challenges.

 

Robert G. Miller, 67

Director since 2005

  

 

Chief Executive Officer of Albertson’s, LLC, a retail grocery chain, since 2006. Prior to joining Albertson’s, Mr. Miller was Chief Executive Officer of Rite Aid Corporation, a retail pharmacy chain, from 1999 to 2003, and Chairman of the Board from 1999 to 2007. Mr. Miller was Vice Chairman and Chief Operating Officer of The Kroger Co., a grocery supermarket company, during 1999, Vice Chairman of the Board and Chief Executive Officer of Fred Meyer, Inc., a grocery supermarket company, from 1998 to 1999 and Chairman of the Board and Chief Executive Officer of Fred Meyer, Inc. from 1991 to 1998. He served as a director of Rite Aid Corporation from 1999 to 2011, and Harrah’s Entertainment, Inc. from 1999 to 2008.

 

Specific qualifications, experience, skills and expertise:

 

•  Operating and senior management experience, including experience as a chief executive officer of a national retail business

•  Core business, management and leadership skills

 

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•  Financial, investment and strategic expertise

•  Public company director and committee experience, including experience as chairman of the board.

 

Mr. Miller’s experiences at Fred Meyer, Rite Aid and Albertson’s, which operate multi-store retail businesses in a highly competitive marketplace, provide him with financial, accounting, strategic and operational skills and experience acquiring and divesting assets. Mr. Miller’s extensive experience in the consumer products and retail industries enables him to provide insights that are invaluable to the Board. Further, Mr. Miller’s broad board experience at Rite Aid, Kroger, Fred Meyer and Harrah’s has provided him key skills in working with directors, understanding board processes and functions, responding to complex financial, operational and strategic challenges and overseeing management.

 

Blake W. Nordstrom, 51

Director since 2005 (a)

  

 

President of Nordstrom, Inc. since August 2000. Mr. Nordstrom previously served as Executive Vice President and President of Nordstrom Rack from February 2000 to August 2000, and as Co-President of the Company from 1995 to February 2000. Mr. Nordstrom has held various other management and sales positions of increasing responsibility since 1975 when he joined the Company. He served as a director of the Federal Reserve Bank of San Francisco, Seattle Branch, from 2004 to 2006 and has served as a director of the Federal Reserve Bank of San Francisco since 2007. Mr. Nordstrom served as a director of Whole Foods, Inc. from 2011 to 2012.

 

Specific qualifications, experience, skills and expertise:

 

•  Unique retail insights into the business including competitive and financial positioning and strategic opportunities and challenges

•  Operating and senior management experience, including experience as a chief executive officer

•  Core business, management and leadership skills

•  Public company director and committee experience

 

Mr. Nordstrom’s significant and diverse managerial experience with the Company for more than 25 years, including executive and operational roles, gives him a customer-centric perspective in retailing and supporting the business of the Company.

 

Erik B. Nordstrom, 48

Director since 2006 (a)

  

 

Executive Vice President and President Stores of Nordstrom, Inc. since February 2006. From August 2000 to February 2006, Mr. Nordstrom served as Executive Vice President – Full-Line Stores. Mr. Nordstrom previously served as Executive Vice President and Northwest General Manager from February 2000 to August 2000, and as Co-President of the Company from 1995 to February 2000. He has held various other management and sales positions of increasing responsibility since 1979 when he joined the Company.

 

Specific qualifications, experience, skills and expertise:

 

•  Unique retail insights into the business of the Company including competitive positioning and strategic opportunities and challenges

•  Operating and senior management experience at a national retail corporation

•  Core business, management and leadership skills

•  Store management and retail expertise

 

Mr. Nordstrom’s significant managerial experience with the Company for more than 25 years, including executive and operational roles, gives him a customer-centric perspective in retailing and supporting the business of the Company.

 

Peter E. Nordstrom, 50

Director since 2006 (a)

  

 

Executive Vice President and President – Merchandising of Nordstrom, Inc. since February 2006. From September 2000 to February 2006, Mr. Nordstrom served as Executive Vice President and President – Full-Line Stores. Mr. Nordstrom previously served as Executive Vice President and Director of Full-Line Store Merchandise Strategy from February 2000 to September 2000, and as Co-President of the Company from 1995 to 2000. He has held various other management and sales positions of increasing responsibility since 1978 when he joined the Company.

 

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Specific qualifications, experience, skills and expertise:

 

• Unique retail insights into the business of the Company including competitive merchandising and strategic opportunities and challenges

• Operating and senior management experience at a national retail corporation

• Core business, management and leadership skills

• Merchandising and retail expertise

 

Mr. Nordstrom’s significant managerial experience with the Company for more than 25 years, including executive and operational roles, gives him a customer-centric perspective in retailing and supporting the business of the Company.

 

Philip G. Satre, 62

Director since 2006

  

 

Private investor since 2005. Mr. Satre was Chief Executive Officer of Harrah’s Entertainment, Inc., a provider of branded casino entertainment, from 1994 to 2003 and a director of Harrah’s from 1988 to 2005, serving as Chairman of the Board from 1997 to 2005. Mr. Satre has held various other positions of increasing responsibility with Harrah’s since 1980 when he joined the company as Vice President, General Counsel and Secretary, to his retirement in 2005. Prior to joining Harrah’s, Mr. Satre practiced law in Reno, Nevada. He has been a director of International Game Technology since January 2009 and its Chairman since December 2009, NV Energy, Inc. since 2005 and its Chairman since 2008. Mr. Satre served as a director of Rite Aid Corporation from 2005 to 2011 and Tabcorp Holdings, Ltd. (Australia) from 2000 to 2007.

 

Specific qualifications, experience, skills and expertise:

 

• Operating and senior management experience, including experience as chief executive officer of a highly regulated corporation

• Core business, management and leadership skills, and legal expertise

• Expertise in customer loyalty and service programs, and complex financial, operational and strategic matters

• Public company director and committee experience, including experience as chairman of the board

 

Mr. Satre’s roles at Harrah’s Entertainment provide him legal experience, senior leadership skills as chief executive officer and experience overseeing customer loyalty and service programs. Further, Mr. Satre’s substantial board experience at Rite Aid, International Game Technology, NV Energy, Tabcorp and his role as Chairman of Harrah’s Entertainment, which under his leadership became one of the world’s largest casino gaming companies, provide him with extensive experience responding to complex financial, operational and strategic challenges, experience with corporate governance matters and key skills in working with directors, understanding board processes and functions, assessing risk and overseeing management.

 

B. Kevin Turner, 46

Director since 2010

  

 

Chief Operating Officer of Microsoft Corporation, a worldwide software, services and solutions provider, since 2005. In his capacity as Chief Operating Officer, Mr. Turner’s areas of responsibility include global/worldwide sales, marketing, services, operations, customer service and support, worldwide licensing and pricing, corporate public relations, corporate information technology, worldwide partner channel management and the retail stores division. Mr. Turner served as Chief Executive Officer and President of Sam’s Club, a Wal-Mart subsidiary corporation from 2002 to 2005. Between 1985 and 2002, Mr. Turner held a number of positions of increasing responsibility with Wal-Mart Stores, Inc., including Executive Vice President and Global Chief Information Officer from 2001 to 2002.

 

Specific qualifications, experience, skills and expertise:

 

• Operating and senior management experience, including experience as a chief executive officer

• Core business, management and leadership skills

• Expertise in online worldwide sales and global operations

• Merchandising, branding and information technology expertise

 

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     Mr. Turner’s experience at Microsoft and Wal-Mart have provided him with strategic and operational leadership skills and expertise in online worldwide sales, global operations, supply chain, merchandising, branding, marketing, information technology and public relations.

 

Robert D. Walter, 66

Director since 2008

  

 

Private investor since 2008. Mr. Walter was founder and former Chairman and CEO of Cardinal Health, Inc. Mr. Walter retired from Cardinal Health in June 2008. Prior to his retirement, he served as Executive Director from November 2007 to June 2008; Executive Chairman of the Board from April 2006 to November 2007; and Chairman and Chief Executive Officer from 1971 to April 2006. Mr. Walter has been a director of American Express Company since 2002 and YUM! Brands, Inc. since 2008. He served as a director of Cardinal Health (and its predecessors) from 1971 to November 2008.

 

Specific qualifications, experience, skills and expertise:

 

•  Operating and senior management experience, including experience as chief executive officer of a global corporation

•  Core business, management and leadership skills

•  Executive compensation, financial, and strategic expertise

•  Public company director and committee experience, including experience as chairman of the board

 

Mr. Walter’s roles at Cardinal Health, which under his leadership grew from a small regional business to become one of the largest distributors of pharmaceuticals, health and beauty products and hospital supplies in the United States, provide him executive, operational, accounting and executive compensation experience, leadership and strategic skills and significant experience acquiring and developing businesses and building management teams. Further, Mr. Walter’s proven financial and business acumen and significant board experience at American Express and YUM! Brands give him background and experience working with directors, overseeing management and assessing risk.

 

Alison A. Winter, 65

Director since 2001

  

 

Chief Executive Officer of Braintree Holdings, LLC, a private investments and consulting services firm, a company she founded in 2003. Ms. Winter served as a senior advisor and consultant to Northern Trust Corporation, a provider of banking and trust services for individuals, institutions and corporations, from 2007 to 2010. Ms. Winter, who is a Chartered Financial Analyst, was Northern Trust Corporation’s Founding President and Chief Executive Officer for Personal Financial Services – Northeast from 2003 to 2006, Co-President, Personal Financial Services from 2002 to 2003 and a member of the Management Committee from 2002 to 2006. She held various other positions of increasing responsibility with Northern Trust Corporation since 1971 when she joined the company.

 

Specific qualifications, experience, skills and expertise:

 

•  Operating and senior management experience, including experience as chief executive officer of a private banking service firm

•  Core business, management and leadership skills

•  Expertise in the financial sector and its retail applications

•  Financial expertise and unique understanding in the area of technology and the consumer

 

Ms. Winter’s roles at Northern Trust, which is a consumer and business-facing financial service company, have provided her significant executive and operational experience, leadership skills, an understanding of the consumer and financial experience.

 

(a)  Blake, Peter and Erik Nordstrom are brothers, great grandsons of the Company’s founder and the second cousins of James F. Nordstrom, Jr., an Executive Vice President of the Company.

 

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Proposal 2

Approval of the

Amended and Restated Nordstrom, Inc.

Executive Management Bonus Plan

  

 

The Board of Directors recommends a vote FOR this proposal.

 

At the Annual Meeting, shareholders will be asked to approve the Amended and Restated Nordstrom, Inc. Executive Management Bonus Plan.

 

On February 17, 2012, the Compensation Committee of the Board of Directors (the “Compensation Committee”) unanimously approved the Amended and Restated Nordstrom, Inc. Executive Management Bonus Plan (the “Plan”). The Plan is an annual cash incentive plan for our executive officers, and was adopted by the Company and approved by our shareholders in 2009.

 

The Plan permits the Company to make annual cash incentive awards which are intended to qualify for tax deductibility under Section 162(m) of the Internal Revenue Code, as amended (the “Code”). The Compensation Committee amended and restated the Plan, subject to approval of our shareholders, to clarify the original intent of the Compensation Committee and the Board of Directors in adopting and implementing the Plan, including:

 

 

definitions of disability and retirement as used within the Plan;

 

 

additional performance criteria upon which achievements may be measured;

 

 

exclusion of certain unusual or non-recurring items of gain or loss from the calculation of results under applicable performance measures;

 

 

continuing authority of the Compensation Committee to take action with respect to existing awards to employees who are not “covered employees” for purposes of Code Section 162(m); and

 

 

ability of the Compensation Committee to delegate administrative authority under the Plan.

 

The following is a summary of the Plan, as amended and restated, a complete copy of which has been filed with the SEC as Appendix A to this Proxy Statement and is available on the SEC’s website at www.sec.gov. This summary is qualified in its entirety by the text of the Plan.

 

Eligible Participants

 

Eligibility during any given fiscal year of the Company is limited to individuals who have been designated by the Board of Directors as executive officers for purposes of Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”) for all or some portion of the fiscal year.

 

Administration

 

The Compensation Committee will administer the Plan and may delegate administration to one or more officers of the Company.

 

Performance Bonus Awards

 

The Compensation Committee will set the range of bonus awards for each participant, typically stated as a percentage of the participant’s base compensation. The participant’s actual bonus will depend on the degree to which the objective, pre-established performance goals are achieved. The amount of the actual bonus paid under an award will be objectively determinable.

 

Payment of any bonus earned will be made to the participant following the conclusion of the fiscal year or performance period in question upon the condition that the Compensation Committee has:

 

 

certified in writing that the specified performance milestones have been achieved; and

 

 

reviewed and approved the bonus payout.

 

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The bonus that will be paid to any participant under the Plan is not determinable at this time. However, the maximum bonus payable to any participant under the Plan is $5 million in any single fiscal year of Nordstrom. If a performance period is shorter than a full fiscal year, the maximum potential award to any one participant will be proportionately reduced. No bonus will be paid under the Plan unless the specified performance milestones have been achieved. Additionally, except in cases of death, disability or retirement, a participant must be employed by the Company on the last day of the performance period in order to receive an award under the Plan.

 

Clawback

 

All awards pursuant to the Plan are subject to the Company’s clawback policy. The policy will comply with the requirements of the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. This policy provides for the recapture by the Company, to the extent permitted by law, of incentive compensation paid to an executive if:

 

 

the amount of such compensation was based on the achievement of financial results that were subsequently the subject of a material restatement of the Company’s financial statements filed with the SEC;

 

 

the executive engaged in grossly negligent or intentional misconduct that caused or substantially caused the need for the material restatement; and

 

 

the amount or vesting of the incentive compensation would have been less had the financial statements been correct.

 

Form of Payment of Bonus

 

The normal form of bonus payments is cash. However, the Compensation Committee may either (i) pay, or (ii) allow a participant to elect to receive, all or a portion of their bonus in the form of long-term incentive awards based on the Company’s Common Stock (“Incentive Grants”). The number of shares of Incentive Grants to be received by the participant shall be based on the fair market value of the Common Stock as of the last market trading day of the applicable performance period. Incentive Grants, including shares of Common Stock, will be issued under the Company’s 2010 Equity Incentive Plan or any successor plan.

 

Performance Criteria/Section 162(m)

 

Code Section 162(m) precludes a publicly held corporation from claiming a deduction for compensation in excess of $1 million paid to its chief executive officer or to any of its four other most highly compensated executive officers (the “Covered Employees”). Compensation paid to Covered Employees is exempt from this limitation if it satisfies requirements for “qualified performance-based compensation.” In order to comply with the exemption from Code Section 162(m), bonuses that are intended to qualify as performance-based compensation to Covered Employees are subject to the annual dollar limit, as described above, and are conditioned on the achievement of objective performance measures, as described below.

 

In order to be considered “qualified performance-based compensation,” bonuses payable under the Plan will be conditioned on the achievement of objective performance measures. Such measures will be based on the achievement of a specified percentage increase or quantitative level in any one or combination of the following performance criteria:

 

 

the Company’s shareholder return as compared to any designated industry or other comparator group;

 

 

the trading price of the Company’s Common Stock;

 

 

the results of operations, such as sales, earnings, net income (before or after taxes), cash flow, return on assets, same-store sales, economic profit, or return on investment (including return on equity or return on invested capital);

 

 

earnings before or after taxes, interest, depreciation and/or amortization, and including/excluding capital gains and losses;

 

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other financial results, such as profit margins, operational efficiency, expense reduction, or asset management goals; and

 

 

the internal or external market share of a product or lines of products.

 

Except as otherwise specified in an individual performance bonus award, applicable results for performance measures noted above will be adjusted to exclude the following items that may occur during a performance period:

 

 

extraordinary, unusual or non-recurring items of gain or loss;

 

 

gains or losses on the disposition of a business, a segment of a business, or significant assets outside the ordinary course of business;

 

 

changes in tax or accounting standards, principles, regulations or laws;

 

 

the effect of a merger or acquisition, including all related financial results derived during the period from the merger or acquisition date through the end of the performance period in which the merger or acquisition occurred;

 

 

gains or losses due to non-cash adjustments which relate to the valuation of long-term assets rather than current-year performance (including, but not necessarily limited to, gains or losses recognized for store closures, lease terminations, pension adjustments and mark to market adjustments); and

 

 

the impact of other similar occurrences outside of the Company’s core on-going business activities (including, but not necessarily limited to, litigation or tax reserves, financing activities, foreign exchange rate fluctuations and restructuring charges).

 

The Compensation Committee will identify the performance bonus opportunities for each participant, as well as the performance measures and milestones relevant to such opportunities, within the first 90 days of each performance period and before 25% of such period has elapsed. In addition, the Compensation Committee will certify in writing prior to payout that such performance milestones and any other material terms were in fact achieved.

 

The descriptions of annual limits, the individuals eligible to participate in the Plan and the description of performance measures upon which awards may be conditioned are material terms of the Plan required to be disclosed and approved by shareholders for purposes of meeting the requirements for performance-based compensation under Code Section 162(m).

 

Term, Termination and Amendment

 

The Plan will remain in effect for a period of five years unless earlier terminated by the Company. Any proposed amendment of the Plan will be subject to the approval of the Company’s shareholders to the extent required by applicable laws, regulations or rules.

 

Proposal 3

Ratification of the

Appointment of Independent

Registered Public Accounting Firm

  

The Board recommends a vote FOR this proposal.

 

The Audit Committee of the Board of Directors (the “Audit Committee”), consistent with the NYSE and SEC rules, has appointed Deloitte & Touche LLP (“Deloitte”) to be the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2013. Deloitte and its predecessors have served as the Company’s independent registered public accounting firm for over forty years, including the fiscal year ended January 28, 2012.

 

As a matter of good corporate practice to provide shareholders an avenue to express their views on this matter, the Board has determined to seek shareholder ratification of Deloitte’s appointment at this time. If the shareholders do not ratify the appointment of Deloitte, the Board will reconsider the appointment of the independent registered public accounting firm. A representative of Deloitte will be present at the Annual Meeting, will have the opportunity to make a statement if he or she so desires, and will be available to respond to questions.

 

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Audit Fees. The following table summarizes fees billed or expected to be billed to the Company by Deloitte in connection with services for the fiscal years ended January 28, 2012 and January 29, 2011:

 

       Fiscal Year
Ended
January 28, 2012
     Fiscal Year
Ended
January 29, 2011
Type of Fee      ($)      (%)      ($)      (%)

Audit Fees (a)

         2,038,000            81            1,828,875            91  

Audit-Related Fees (b)

         341,717            14            154,499            7  

Tax Fees (c)

         130,000            5            32,537            2  

Total

         2,509,717            100            2,015,911            100  

 

(a)   Audit Fees primarily include services for (i) auditing the consolidated financial statements of the Company and the separate financial statements of one of the Company’s wholly-owned subsidiaries, Nordstrom fsb; (ii) reviewing the interim financial information of the Company included in its Form 10-Qs; and (iii) auditing the Company’s internal control over financial reporting. Substantially all of Deloitte’s work on these audits was performed by full-time, regular employees and partners of Deloitte and its affiliates.

 

(b)   Audit-Related Fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and internal control over financial reporting. Also included are accounting research tool subscription fees of $2,409 in each of fiscal years ended January 28, 2012 and January 29, 2011.

 

(c)   Tax Fees include various tax planning projects and miscellaneous compliance matters.

 

Pre-Approval Policy

 

Consistent with SEC policies regarding auditor independence, the services performed by Deloitte for the fiscal years ended January 28, 2012 and January 29, 2011 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee. This policy is periodically reviewed and updated. It describes the permitted audit, audit-related, tax and other services that Deloitte may perform. Normally, pre-approval is provided at regularly scheduled Audit Committee meetings. However, the authority to grant specific pre-approval between meetings, as necessary, has been assigned to the Chair of the Audit Committee. The Chair is responsible for updating the Audit Committee at the next regularly scheduled meeting of any services that were pre-approved between meetings.

 

The Audit Committee approves fees up to a specified amount associated with each proposed service. Providing for fees up to a specified amount for a service incorporates appropriate oversight and control of the Deloitte relationship, while permitting the Company to receive immediate assistance from Deloitte when time is of the essence.

 

The Committee also reviews on a regular basis:

 

 

a listing of approved services since its last review;

 

 

a report summarizing the year-to-date services provided by Deloitte, including fees paid for those services; and

 

 

a projection for the current fiscal year of estimated fees.

 

The policy prohibits the Company from engaging the independent registered public accountants for services billed on a contingent fee basis and from hiring current or former employees of the independent auditor who have not satisfied the statutory cooling-off period for certain positions.

 

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Proposal 4

Advisory Vote to Approve

Executive Compensation

  

The Board recommends a vote FOR this proposal.

 

The Company is providing shareholders with an advisory (nonbinding) vote on the compensation program of our Named Executive Officers as disclosed in this Proxy Statement. This advisory vote is commonly known as a

“Say-on-Pay” proposal. At the 2011 Annual Meeting of Shareholders, over 97% of the votes cast were in favor of our first Say-on-Pay proposal and over 93% of the votes cast approved our Board’s recommendation to hold advisory votes on an annual basis. The Compensation Committee recognizes this support of the compensation program for our Named Executive Officers and continues to apply the same guiding principles which underlie our robust pay-for-performance philosophy.

 

As described in detail under the heading Compensation of Executive Officers – Compensation Discussion and Analysis on page 35, our Named Executive Officers are rewarded when defined performance milestones are achieved and when value is created for our shareholders. Our Compensation Committee and our Board of Directors believe that our compensation program is effective in implementing our executive compensation philosophy and establishing a solid link between compensation and shareholder interests. Highlights of our compensation program include the following:

 

 

We deliver the majority of compensation through a pay-for-performance framework where incentives are based on achieving results. Three-quarters of the value of the targeted compensation package for our Named Executive Officers is weighted toward pay-for-performance and variable compensation to reinforce our philosophy of compensating our executives when they and the Company are successful in ways that support shareholder interests.

 

 

Each year, the Compensation Committee establishes the performance measures that focus executives on the most important Company objectives. In 2011, Named Executive Officers each had the following measures:

 

  -  

Return on Invested Capital (“ROIC”) to ensure our overall performance aligns directly with shareholder returns over the long term. The measure is expressed as a threshold that must be met before any payout can be made on EBIT results to ensure our executives are rewarded after earnings generate a meaningful return for our shareholders.

 

  -  

Earnings Before Interest and Income Taxes (“EBIT”) to emphasize the importance of earnings improvement and its role in driving shareholder value. Each Named Executive Officer’s performance-based bonus was weighted 100% on this measure, subject to the ROIC threshold.

 

 

The Committee considers the 50th percentile of our retail peer group when assessing the Named Executive Officers’ targeted level of total direct compensation (base salary + performance-based bonus + long-term incentives). The market information is considered a reference point rather than policy for reviewing competitiveness.

 

 

We maintain meaningful executive stock ownership guidelines so that our executives’ interests, as shareholders, are aligned with our broader shareholder base.

 

 

We have an executive compensation clawback policy that applies to performance-based compensation.

 

 

Our Compensation Committee has retained and directs an independent compensation consultant.

 

 

We do not have employment agreements with our executives.

 

 

We do not have tax gross-ups, except those related to relocation expenses.

 

 

We do not allow stock option grant repricing or backdating, nor have we granted options below 100% of fair market value.

 

 

We have a derivative and hedging policy that prohibits Directors and officers (as well as other key insiders and their immediate families) from engaging in hedging transactions with respect to any equity securities of the Company held by them.

 

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We are asking our shareholders to indicate their support for our Named Executive Officers’ compensation as described in this Proxy Statement. This proposal gives our shareholders the opportunity to express their views on the compensation of our Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:

 

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure in this Proxy Statement.”

 

As an advisory vote, this proposal is not binding on the Company. However, our Compensation Committee and Board of Directors value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions regarding the Company’s Named Executive Officers. Our Board has adopted a policy of annual Say-on-Pay advisory votes. The next vote will be held at our 2013 Annual Meeting of Shareholders.

 

Other Matters    The Board knows of no other matters that will be presented at the 2012 Annual Meeting of Shareholders. However, if any other matters are properly presented
at the Annual Meeting or any convening or reconvening of the Annual Meeting upon an adjournment or postponement of the Annual Meeting, it is the intention of the persons named as proxies to vote in accordance with their best judgment.

 

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Corporate Governance

 

 

Our Corporate Governance

Framework

   Since its founding, our Company’s leaders and employees have always sought to maintain the highest ethical standards in every aspect of our business. Our corporate governance framework is designed to support this

tradition of integrity, trust and unyielding commitment to do the right thing, which has served our customers and shareholders well over the years. We continue to strengthen existing governance practices and develop new policies that make us a better company. Highlights of our corporate governance framework include:

 

Board Independence

 

Eight of our eleven Director nominees are independent of the Company and management. We believe that at least two-thirds of the Directors on our Board should be independent.

 

The independent Directors meet regularly in executive session.

 

The Compensation Committee has retained a compensation consultant that is independent of the Company and management.

 

President, Chairman and Presiding Director

 

The roles of president and chairman are separate. Blake Nordstrom serves as President and Enrique Hernandez, Jr. serves as Chairman and Presiding Director.

 

Board Committee Independence and Expertise

 

Only independent Directors are members of the Audit, Compensation, Corporate Governance and Nominating, and Finance Committees.

 

All members of the Audit Committee are “audit committee financial experts” under SEC rules.

 

Shareholder Authority and Accountability

 

We have a majority vote standard for Director elections. In an uncontested election, Directors will be elected by the majority of votes cast.

 

All Directors are elected annually.

 

Each Common Share is entitled to one vote.

 

Shareholders representing 10% or more of outstanding shares can call a special shareholders meeting.

 

We conduct an annual Say-on-Pay advisory vote.

 

We have an executive compensation clawback policy that applies to executive officers.

 

Aligning Director and Shareholder Interests

 

Our Board of Directors has adopted stock ownership policies for Directors, executive officers, and other senior executives.

 

Our Directors and executive officers are prohibited from hedging their ownership of Nordstrom stock.

 

Evaluating and Improving Director Performance

 

Board, committee and Director performance evaluations are conducted annually.

 

Appropriate Director orientation and continuing education programs are provided.

 

Risk Oversight

 

The Board of Directors has primary responsibility for the oversight of risks to the Company and has assigned to the standing committees the specific focus of risks inherent in their respective areas of oversight.

 

Succession Planning

 

President and management succession planning is one of the Board’s highest priorities. Our Board devotes significant attention to identifying and developing talented senior leaders.

 

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Open Lines of Communication

 

Our Board promotes frank and open discussions with senior management.

 

Our Directors have access to all members of management and are authorized to hire outside consultants or experts at the Company’s expense.

 

We have regular outreach and engagement of shareholders and all shareholders are able to raise concerns to our Directors.

 

Board Responsibilities,

Leadership Structure and

Role in Risk Oversight

   The Board oversees, counsels and directs management in the long-term interests of the Company and our shareholders. The Board’s responsibilities include:

 

 

selecting and evaluating the performance of the President and senior executives;

 

 

planning for succession with respect to the position of the President and monitoring management’s succession planning for other senior executives;

 

 

reviewing and approving our major financial objectives and strategic and operational plans and other significant actions;

 

 

overseeing the conduct of our business and the assessment of our business risks to evaluate whether the business is being properly managed; and

 

 

overseeing the processes for maintaining our integrity with regard to our financial statements and other public disclosures, and compliance with law and ethics.

 

At this time, the Board believes that different people should hold the positions of Chairman of the Board and President, as this may strengthen corporate governance and aid in the Board’s oversight of management. Currently, Enrique Hernandez, Jr. serves as Chairman of the Board and Blake Nordstrom serves as President. The President is responsible for day-to-day leadership and performance of the Company, while the Chairman of the Board provides guidance to the President and presides over the full Board. The duties of our Chairman of the Board are more fully described in the Chairman of the Board and Presiding Director section on page 24. The Board believes that this leadership structure also aids in the Board’s oversight of risk and strengthens risk management.

 

The full Board has primary responsibility for oversight of risk management, and has assigned to the Board’s standing committees the specific focus of the risks inherent in their respective areas of oversight. The full Board:

 

 

considers and reviews the Company’s risk appetite, which is the amount of risk the organization is willing and able to accept;

 

 

oversees management’s implementation of an appropriate system to manage risks (i.e., to identify, assess, mitigate, monitor, and communicate about these risks) and monitors improvements in this process as the business environment changes;

 

 

provides risk oversight through the Board’s committee structure and oversight processes; and

 

 

manages directly certain risks that only the Board is positioned to manage and, in particular, the risks associated with the Company’s strategic direction, which are reviewed at an annual strategy planning session and periodically throughout the year.

 

The Company has a comprehensive, structured approach to managing risks, which are identified, assessed, prioritized and managed at all levels within the Company through an enterprise risk management process which is aligned with the Company’s strategy. Under this framework, management is responsible for assessing and managing the Company’s exposure to risks. The Board and its committees discuss the various risks confronting the Company throughout the year, particularly when reviewing operating and strategic plans and when considering specific actions for approval. The risks are classified into four major categories: Strategic, Compliance, Operational and Financial; and mapped for the appropriate management and Board (and committee) oversight.

 

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Through the risk oversight process, the Board: (i) obtains an understanding of the risks inherent in the Company strategy and management execution of the strategy within the agreed risk appetite, (ii) accesses useful information from internal and external sources about the critical assumptions underlying the strategy, (iii) is alert for possible organizational dysfunctional behavior that can lead to excessive risk taking, (iv) provides input to executive management regarding critical risk issues on a timely basis, and (v) encourages open communication and appropriate escalation of reporting of risk throughout the enterprise, striving to ensure that risk management is part of the corporate culture. The Board’s leadership structure and the collective knowledge and experience of its members promotes a broad perspective, open dialogue and useful insights regarding risk, thereby increasing the effectiveness of the Board’s role in risk oversight.

 

Management Succession Planning    The Board believes that one of its primary responsibilities is to ensure that the Company has the appropriate leadership capability to effectively deliver upon its business commitments. The Board annually conducts a detailed review of

the talent strategies for the entire organization and reviews succession plans for senior leadership positions, including that of the President. The Board reviews high-potential employees, evaluates plans to develop their management and leadership capabilities and sanctions the strategies used to deploy these individuals most effectively. In addition to the annual review, succession is regularly discussed in executive sessions of the Board and in Board committee meetings, as applicable. Directors become familiar with potential successors for key leadership positions through various means, including the comprehensive annual talent and succession review, Board meeting presentations and less formal interactions throughout the course of the year.

 

Our entire Board, with the oversight of our Corporate Governance and Nominating Committee, is responsible for implementing succession procedures for the President. We believe that the Board, led by our Chairman, should collaborate with the President on the critical aspects of the succession planning process, including establishing selection criteria, identifying and evaluating candidates and making management succession decisions. The Board has procedures in place to respond to an unexpected vacancy in the President’s position, including a detailed review of the succession plan annually by the Corporate Governance and Nominating Committee. It is the Board’s practice to be prepared for a planned or unplanned change in leadership in order to ensure the stability of the Company.

 

Director Independence    A Director is considered independent when our Board affirmatively determines that he or she has no material relationship with the Company, other than as a

Director. Our Board makes this determination in accordance with the standards set forth in our Corporate Governance Guidelines, which are consistent with the listing standards of the NYSE and SEC rules. In making this determination, the Board considers existing relationships between the Company and Directors, whether directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. The Board has affirmatively determined that the following Director nominees are independent within the meaning of SEC rules, the listing standards of the NYSE and the Company’s Corporate Governance Guidelines, and that none of these Director nominees have a material relationship with the Company.

 

Phyllis J. Campbell

   Philip G. Satre

Michelle M. Ebanks

   B. Kevin Turner

Enrique Hernandez, Jr.

   Robert D. Walter

Robert G. Miller

   Alison A. Winter

 

Board Committees and Charters    The Board has a standing Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Finance Committee. Each committee has a Board-approved Charter which is reviewed annually by

the respective committee. Recommended changes, if any, are submitted to the Corporate Governance and Nominating Committee and Board for approval. The Board makes committee and committee Chair assignments annually at its meeting immediately following the Annual Meeting of Shareholders, although further changes to

 

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committee assignments are made from time to time as deemed appropriate by the Board. The Board has determined that the Chairs and all committee members are independent under the applicable NYSE and SEC rules. Committee Charters and current committee membership are posted on our website at investor.nordstrom.com. To view these documents on our website, select Corporate Governance. The Chairs and members of the committees as of the date of this Proxy Statement are identified in the following table.

 

Director   

Audit

Committee

  

Compensation

Committee

  

Corporate

Governance and

Nominating

Committee

  

Finance

Committee

Phyllis J. Campbell

   Chair              ü

Michelle M. Ebanks

        ü         ü

Enrique Hernandez, Jr.

        ü    ü     

Robert G. Miller

   ü              Chair

Philip G. Satre

        ü    Chair     

Felicia D. Thornton

   ü              ü

B. Kevin Turner

        ü         ü

Robert D. Walter

        Chair    ü     

Alison A. Winter

   ü         ü     

 

Audit Committee. As more fully described in its Charter, included as Appendix B to this Proxy Statement, the primary responsibility of the Audit Committee is to assist the Board in fulfilling its oversight responsibility by reviewing and appraising the following:

 

 

the integrity of the Company’s financial statements;

 

 

the accounting, auditing and financial reporting processes of the Company;

 

 

the management of business and financial risk and the internal controls environment;

 

 

the Company’s compliance with legal and regulatory requirements and ethics programs as established by management and the Board, which shall be in conjunction with any recommendations by the Corporate Governance and Nominating Committee with respect to the corporate governance standards;

 

 

reports resulting from the performance of audits by the independent auditor and the internal auditor;

 

 

the qualifications, independence and performance of the Company’s independent auditors; and

 

 

the performance of the Company’s internal audit function.

 

The Audit Committee meets regularly with the independent registered public accounting firm and management, including the Vice President – Internal Audit, to review accounting, auditing and financial reporting processes, enterprise risk management, and compliance with laws and regulations. The Audit Committee also meets privately and separately with the independent registered public accounting firm, the Executive Vice President and Chief Financial Officer and the Vice President – Internal Audit.

 

In addition to meeting the independence requirement for audit committee members, each current member of the Audit Committee also meets the financial literacy and experience requirements contained in the corporate governance listing standards of the NYSE. The Board has determined that all Audit Committee members qualify as “audit committee financial experts” under the regulations of the SEC. Although all members of the Audit Committee meet the current NYSE regulatory requirements for accounting or related financial management expertise and the Board has determined that each of them qualifies as an “audit committee financial expert,” members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are not technical experts in auditing or accounting.

 

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Compensation Committee. As more fully described in its Charter, the primary responsibilities of the Compensation Committee are to:

 

 

conduct an annual evaluation of the Company’s executive officers’ (collectively the “Executive Management Group”) performance in light of the Company’s goals and objectives. The Executive Management Group is referenced on page 32 and includes the Named Executive Officers shown in the Summary Compensation Table on page 46 and other business unit presidents and Company executives over major organizational functions reporting to the President or other senior executives;

 

 

review management’s annual performance evaluations of the Company’s Executive Management Group members;

 

 

establish guiding principles for compensating our executives;

 

 

review and approve executives’ cash and equity-based compensation plans; and

 

 

review and approve any benefit plans, retirement and deferred compensation or other perquisites offered to the Executive Management Group members and other eligible employees.

 

The Committee has the sole authority to retain consultants and advisors as it may deem appropriate and to approve related fees and other retention terms. The Committee has retained Semler Brossy Consulting Group, LLC, an independent compensation consulting firm, to advise the Committee on executive compensation and benefit matters. Semler Brossy is retained by, and reports directly to, the Committee, provides services only as directed by the Committee and has no other relationship with the Company. During 2011, there were no fees paid to Semler Brossy for services that were not related exclusively to executive or Director compensation.

 

A consultant from Semler Brossy attends Committee meetings in person or by phone and supports the Committee’s role by providing independent expertise on market practices and trends in executive compensation representing the general industry and the peer group defined for such purposes. Additionally, the consultant provides advice regarding management’s analysis of peer group practices for base salary, performance-based bonus, long-term incentives and other compensation elements, including advice on management’s proposed levels of executive compensation. Semler Brossy also advises the Company on compensation program design including stock ownership guidelines, regulatory requirements related to executive compensation, plans submitted to shareholders for approval, governance responsibilities, and such other matters as assigned by the Committee from time to time as necessary to carry out its responsibilities under its Charter.

 

Corporate Governance and Nominating Committee. As more fully described in its Charter, the primary responsibilities of the Corporate Governance and Nominating Committee are to:

 

 

review and recommend individuals to the Board for nomination as members of the Board and its committees;

 

 

review possible conflicts of interest of Board members and the Company’s executive officers;

 

 

develop and review the Company’s Corporate Governance Guidelines;

 

 

review the corporate governance standards of the Company’s Codes of Business Conduct and Ethics;

 

 

review the policies and practices of the Company in the area of corporate governance;

 

 

review the Committee’s new director orientation program and continuing director education programs;

 

 

produce and provide to the Board an annual performance evaluation of the Board and each committee of the Board;

 

 

establish succession procedures in the case of an emergency or the retirement of the President;

 

 

recommend to the Board the form and amount of director compensation; and

 

 

review the overall performance of the President on an annual basis.

 

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Finance Committee. As more fully described in its Charter, the primary responsibilities of the Finance Committee are to:

 

 

assist the Board in fulfilling its oversight responsibilities with respect to the Company’s capital structure, financial policies, capital investments, business and financial planning and related matters;

 

 

review and appraise the Company’s dividend payment and share repurchase strategies, banking relationships and borrowing facilities and cash management; and

 

 

monitor the rating assigned by rating agencies to the Company’s long-term debt.

 

Board Meetings and Attendance    The Board held seven meetings during the past fiscal year, one of which was devoted principally to Company strategy. During the past fiscal year, the Audit Committee held eleven meetings, the Compensation Committee held four

meetings, the Corporate Governance and Nominating Committee held four meetings and the Finance Committee held four meetings. Each Director attended more than 75% of the aggregate of all meetings of the Board and the committees on which he or she served during the year and overall attendance at the meetings, on a combined basis, was 97%. Independent members of the Board met at each quarterly meeting of the Board in executive session without management present.

 

Attendance at the Annual Meeting of Shareholders    Although all members of the Board are expected to attend each Annual Meeting of Shareholders, the Company has not adopted a formal policy on Board member attendance. All Director nominees have indicated their intent to attend the Annual Meeting. Shareholders are encouraged to direct any

questions that they may have to the Directors or management at that time. All Directors attended the 2011 Annual Meeting of Shareholders.

 

Chairman of the Board

and Presiding Director

   The Company has a Chairman of the Board who is also an independent Director and who serves as the Presiding Director within the meaning of the listing standards of the NYSE. Currently, Enrique Hernandez, Jr. serves as the Company’s Chairman of the Board.

 

The Chairman of the Board is appointed annually by the Board. As described in the Company’s Bylaws, Corporate Governance Guidelines and Charter of the Corporate Governance and Nominating Committee, the Chairman of the Board:

 

 

presides at all meetings of the Board;

 

 

assists in establishing the agenda for each Board and Board committee meeting;

 

 

serves as the Presiding Director to lead regular executive sessions of the Board in which only independent Directors participate;

 

 

calls special meetings of the Board and/or the shareholders;

 

 

provides input and support to the Chair of the Corporate Governance and Nominating Committee on nominees to fill vacant Board seats;

 

 

provides input and support to the Chair of the Corporate Governance and Nominating Committee on the selection of committee Chairs and membership on Board committees;

 

 

advises the President and other members of the Executive Management Group on such matters as strategic direction, corporate governance and overall risk assessment; and

 

 

performs other duties that the Board may from time to time delegate to assist the Board in the fulfillment of its responsibilities.

 

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Director Nominating Process    The Corporate Governance and Nominating Committee is responsible for identifying and recommending to the Board the nominees to stand for election as directors at each Annual Meeting of Shareholders or, if applicable, at a special meeting of shareholders.

 

In nominating director candidates, the Committee considers such factors as it deems appropriate, including whether there are any evolving needs of the Board with respect to a particular field, skill or experience. These factors may include judgment, skill, experience with businesses and other organizations, the candidate’s experience relative to the experience of other members of the Board and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. In addition to these factors, the Committee may also consider a director candidate’s diversity of background during the evaluation and selection process of director candidates. In this context, diversity is being broadly construed to mean varied skills, backgrounds and experiences, which include gender and ethnicity, as well as other differentiating characteristics, all in the context of the requirements and needs of the Board at that point in time. The Committee, however, does not have a formal policy regarding how diversity of background should be applied in identifying or evaluating director candidates, and, depending on the current needs of the Board, the Committee may weigh certain factors more or less heavily. The goal of the Committee is to assist the Board in attracting competent individuals with the requisite management, financial, and other expertise who will act as directors in the best interests of the Company and its shareholders.

 

The Corporate Governance and Nominating Committee will consider the qualifications of director candidates recommended by shareholders, and evaluate each of them using the same criteria the Committee uses for incumbent candidates. Director candidate recommendations by shareholders must be made by notice in writing delivered or mailed by first class U.S. mail, postage prepaid, to the Chair of the Corporate Governance and Nominating Committee, in care of the Secretary of the Company, Nordstrom, Inc., 1700 Seventh Avenue, Seattle, Washington 98101. Please indicate on the envelope “Corporate Governance and Nominating Committee.”

 

As required by the Company’s Bylaws, the notice must be received by the Secretary not less than 90 days nor more than 120 days prior to the anniversary of the immediately preceding Annual Meeting of Shareholders called for the election of directors (between January 9, 2013 and February 8, 2013 for the 2013 Annual Meeting of Shareholders). However, if the Annual Meeting of Shareholders is called for a date that is not within 30 days before or after the anniversary date, or no annual meeting was held in the immediately preceding year, notice by the shareholder in order to be timely must be received no later than the close of business on the tenth (10th) day following the day on which the notice of the Annual Meeting date was mailed to shareholders.

 

The notice must provide the following information for each proposed nominee who is not an incumbent director that the shareholder wishes to nominate:

 

 

the name, age, business address and residence address of the proposed nominee;

 

 

the principal occupation or employment of the proposed nominee;

 

 

the number of shares of Common Stock which are owned beneficially or of record by the proposed nominee;

 

 

a description of any agreement, arrangement or understanding (including any derivative, swap or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of the proposed nominee or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, the proposed nominee or any of its affiliates or associates with respect to shares of stock of the Company, and a representation that the shareholder will notify the Company in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting of shareholders at which the shareholder intends to nominate the proposed nominee promptly following the later of the record date or the date notice of the record date is first publicly disclosed; and

 

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any other information relating to the proposed nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, as amended, and related rules and regulations promulgated thereunder.

 

The notice must also provide the following information about the shareholder giving the notice:

 

 

the name and record address of the shareholder;

 

 

the number of shares of Common Stock which are owned beneficially or of record by the shareholder;

 

 

a reasonably detailed description of all agreements, arrangements or understandings between the shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by the shareholder;

 

 

a representation that the shareholder intends to appear in person or by proxy at the meeting to nominate the person named in its notice;

 

 

a description of any agreement, arrangement or understanding (including any derivative, swap or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, the shareholder or any of the shareholder’s affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the shareholder or any of the shareholder’s affiliates or associates with respect to shares of stock of the Company, and a representation that the shareholder will notify the Company in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting of shareholders at which the shareholder intends to nominate the proposed nominee promptly following the later of the record date or the date notice of the record date is first publicly disclosed;

 

 

a representation whether the shareholder intends to solicit proxies from shareholders in support of the nomination;

 

 

any performance-related fees (other than an asset based fee) that such shareholder is entitled to based on any increase or decrease in the price or value of shares of any class or series of the Company; and

 

 

any other information relating to the shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and applicable SEC rules and regulations.

 

The notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected.

 

No director candidates were recommended by our shareholders for election at the Annual Meeting.

 

Director Compensation    The Company’s pay philosophy for Director compensation reflects the Board’s belief that payment of a portion of Director fees in the form of Common Stock

aligns the interests of Directors with the interests of the Company’s shareholders and enhances Director compensation when the Company performs well. The Board believes that the Director fees paid by the Company should be competitive with other companies of similar size and performance.

 

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Employee Directors of the Company are not paid any fees for serving as members of the Board or any Board Committee. Nonemployee Director compensation consists of the following elements:

 

Annual Component   

Amount

($)

 

Cash Retainer Fee (a)

     60,000   

Audit Committee Chair Retainer

     20,000   

Compensation Committee Chair Retainer

     17,500   

Corporate Governance and Nominating Committee Chair Retainer

     15,000   

Finance Committee Chair Retainer

     15,000   

Audit Committee Liaison to Nordstrom fsb Board

     5,000   

Common Stock Award having a value of:

     140,000   

 

(a)   Directors may elect to take some or all of their cash retainer fee in Common Stock.

 

Chairman of the Board Compensation. In addition to the amounts set forth above, and in recognition of the significant time and attention in performing the duties required of the office, the Chairman of the Board is annually awarded, on the date of the Company’s Annual Meeting of Shareholders, Common Stock having a value of $250,000.

 

Travel and Education Reimbursement. Nonemployee Directors are reimbursed for reasonable travel expenses or flown, without charge, on the Company’s aircraft, to attend Board and Board committee meetings. On limited occasions, the Company may determine that it is appropriate for nonemployee Directors to be accompanied by their spouses in connection with the Annual Meeting of Shareholders, store openings or other significant Company events. In these circumstances, the travel related costs are attributable to the Director and reported in the All Other Compensation column in the Director Summary Compensation Table on page 28. In addition, the Company reimburses Directors for attending director continuing education programs.

 

Merchandise Discounts. All Directors and their spouses and eligible children may participate in the Company’s merchandise discount program. The program provides a 20% discount for eligible non-management employees and eligible retirees, and up to a 33% discount for eligible management and high-performing non-management employees, eligible retirees, Directors and eligible retired Directors. These discounts vary somewhat by source and type of merchandise or service.

 

Deferred Compensation Program. Nonemployee Directors may elect to defer all or a part of their fee and stock awards under the Nordstrom Directors Deferred Compensation Plan (“Directors Plan”). Directors are required to make advance elections to defer the receipt of fees or stock awards, and all deferral elections generally are irrevocable. Directors are also required to make advance elections about the form and timing of distribution of their deferred cash fees or stock awards.

 

In 2012, cash deferrals may be directed among 19 deemed investment alternatives, increased from 16 investment alternatives in 2011, and gains and losses for cash deferrals are posted to the Director’s account daily based on their investment elections. Deferred stock awards are credited to the Director’s account as units. Each unit in the Directors Plan is equal in value to the price of one share of Common Stock. Each deferred unit is credited with dividends, in the form of additional units, to the same extent as a share of Common Stock.

 

During the fiscal year ended January 28, 2012, Felicia Thornton deferred 50% of her stock award and 50% of her cash Director’s fee, and Robert Walter deferred 100% of his stock award, into the Directors Plan.

 

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Director Summary Compensation Table. During the fiscal year ended January 28, 2012, nonemployee Directors of the Company received the following compensation for their services:

 

Name   

Fees Earned
or Paid in
Cash

($)

   Stock
Awards
($)
   All Other
Compensation
($)
  

Total

($)

Phyllis J. Campbell (a)

   80,000    139,964    18,925    238,889

Michelle M. Ebanks (b)

   60,000    139,964      1,698    201,662

Enrique Hernandez, Jr. (c)

   60,000    389,941    27,700    477,641

Robert G. Miller (d)

   75,000    139,964      9,747    224,711

Philip G. Satre (e)

   75,000    139,964      3,051    218,015

Felicia D. Thornton (f)

   60,000    139,964      2,786    202,750

B. Kevin Turner (g)

   60,000    139,964    26,524    226,488

Robert D. Walter (h)

   77,500    139,964      7,783    225,247

Alison A. Winter (i)

   65,000    139,964      5,465    210,429

 

(a)   Ms. Campbell’s compensation includes:
   

$60,000 annual retainer; $20,000 Audit Committee Chair annual retainer;

   

2,874 shares of Common Stock having a fair value at the date of grant of $139,964; and

   

all other compensation of $18,925 (merchandise discount).

 

(b)   Ms. Ebanks’ compensation includes:
   

$60,000 annual retainer;

   

2,874 shares of Common Stock having a fair value at the date of grant of $139,964; and

   

all other compensation of $1,698 (merchandise discount).

 

(c)   Mr. Hernandez’ compensation includes:
   

$60,000 annual retainer;

   

8,007 shares of Common Stock (2,874 shares having a fair value at the date of grant of $139,964, and 5,133 shares for serving as Chairman of the Board having a fair value at the date of grant of $249,977); and

   

all other compensation includes $27,501 (merchandise discount).

 

(d)   Mr. Miller’s compensation includes:
   

$60,000 annual retainer; $15,000 Finance Committee Chair annual retainer;

   

2,874 shares of Common Stock having a fair value at the date of grant of $139,964; and

   

all other compensation of $9,747 (merchandise discount).

 

(e)   Mr. Satre’s compensation includes:
   

$60,000 annual retainer; $15,000 Corporate Governance and Nominating Committee Chair annual retainer;

   

2,874 shares of Common Stock having a fair value at the date of grant of $139,964; and

   

all other compensation includes $2,892 (merchandise discount).

 

(f)   Ms. Thornton’s compensation includes:
   

$60,000 annual retainer of which $15,000 was paid in cash, $15,000 was deferred to the Directors Plan, and $30,000 was taken as stock in lieu of cash (616 shares of Common Stock of which 308 shares of Common Stock were deferred into the Directors Plan);

   

2,874 shares of Common Stock having an aggregate fair value at the date of grant of $139,964, of which 1,437 shares were deferred into the Directors Plan; and

   

all other compensation of $2,786 (merchandise discount).

 

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(g)   Mr. Turner’s compensation includes:
   

$60,000 annual retainer, all of which was taken as stock in lieu of cash (1,232 shares of Common Stock);

   

2,874 shares of Common Stock having a fair value at the date of grant of $139,964; and

   

all other compensation of $26,524 (merchandise discount).

 

(h)   Mr. Walter’s compensation includes:
   

$60,000 annual retainer; $17,500 Compensation Committee Chair annual retainer;

   

2,874 shares of Common Stock having a fair value at the date of grant of $139,964, which was deferred to the Directors Plan; and

   

all other compensation of $7,783 (merchandise discount).

 

(i)   Ms. Winter’s compensation includes:
   

$60,000 annual retainer; $5,000 Audit Committee liaison to Nordstrom fsb Board of Directors annual retainer;

   

2,874 shares of Common Stock having a fair value at the date of grant of $139,964; and

   

all other compensation of $5,465 (merchandise discount).

 

Compensation Committee Interlocks and Insider Participation    During the fiscal year ended January 28, 2012, no member of the Compensation Committee was an employee, officer or former officer of the Company or any of its subsidiaries, and no executive officer of the Company served on the board of directors or compensation committee of any entity

that has one or more directors, or compensation committee of any entity that has one or more executive officers, serving as a member of the Company’s Board or Compensation Committee.

 

Communications with Directors    Shareholders and other interested parties may communicate with Directors by contacting the Office of the Secretary at 206-303-2540, by email at board@nordstrom.com, or by mail at Nordstrom, Inc., 1700 Seventh Avenue,

Seattle, Washington 98101-4407. The Secretary will relay the question or message to the specific Director with whom the shareholder or interested party wishes to communicate. If no specific Director is requested, the Secretary will relay the question or message to the Chairman of the Board. Certain items that are unrelated to the duties and responsibilities of the Board, such as business solicitations, advertisements, junk mail and other mass mailings will not be relayed to Directors.

 

The Audit Committee has established procedures to respond to possible concerns about ethics and accounting-related practices. To report your concerns, you may use the Company’s confidential Whistleblower Hotline by calling 1-888-832-8358 or by accessing the website at www.ethicspoint.com. Your concerns will be investigated and communicated to the Company’s Audit Committee, as necessary.

 

Director Elections    The Company’s Bylaws provide that, in an uncontested election, a Director nominee will be elected if the number of votes cast for the nominee’s election

exceeds the number of votes cast against the nominee’s election. An incumbent Director nominee who fails to receive the requisite votes for election will continue to serve as a Director until the earlier of: (i) 90 days from the date on which the voting results of the election are determined, or (ii) the date on which an individual is selected by the Board to fill the position held by such Director. In any election which is a contested election (meaning that the number of director nominees exceed the number of directors to be elected), the standard for election of directors is a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present.

 

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Codes of Business Conduct and Ethics    We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions.

We have also adopted a Directors’ Code of Business Conduct and Ethics that applies to all of our Directors. Any grant of a waiver from a provision of the codes requiring disclosure under applicable SEC rules, if any, will be disclosed on our website at investor.nordstrom.com under Corporate Governance.

 

Corporate Social Responsibility    Nordstrom is committed to upholding the highest standards of corporate governance. Our goal is to operate our business with the utmost integrity and serve our customers, employees and shareholders in a way that is deserving

of their support and trust. Social responsibility is something we take pride in ensuring every day. We actively pursue solutions to reduce our environmental impact, contribute to the communities we serve, and protect the rights of workers who create our products. We believe that both transparency and collaboration are key to progress in all of these areas. As such, we will continue to work with and learn from interested parties. More information can be found on this and other subjects at www.nordstrom.com/nordstromcares.

 

Website Access to Corporate Governance Documents    The Charters for each of the standing committees of the Board, the Company’s Corporate Governance Guidelines, the Employee Code of Business Conduct and Ethics, and the Directors’ Code of Business Conduct and Ethics, as well as all Company filings made with the SEC, may be

accessed through our website at investor.nordstrom.com, under Corporate Governance.

 

Audit Committee Report    The following Report of the Company’s Audit Committee of the Board does not constitute soliciting material and should not be deemed filed or

incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference.

 

The Audit Committee operates under a written Charter adopted by the Board. The Charter contains a detailed description of the scope of the Audit Committee’s responsibilities and how they will be carried out. The Audit Committee’s Charter is available on our website at investor.nordstrom.com, under Corporate Governance. A copy of the Audit Committee’s Charter is also attached to this Proxy Statement as Appendix B.

 

The Board determined that each member of the Audit Committee is independent from the Company as such term is defined in Sections 303.01(B)(2)(a) and (3) of the NYSE’s listing standards at all times during the fiscal year and that each member was an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K under the Securities Exchange Act of 1934.

 

The Audit Committee serves in an oversight capacity and is not part of the Company’s managerial or operational decision-making process. Management is responsible for the Company’s internal controls and the financial reporting process. Deloitte, the Company’s independent registered public accounting firm, reports to the Company’s Audit Committee, and is responsible for performing an integrated audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with auditing standards generally accepted in the United States of America.

 

Deloitte and the Company’s internal auditors have full access to the Audit Committee. The auditors meet with the Audit Committee at each of the Audit Committee’s regularly scheduled meetings, with and without management being present, to discuss appropriate matters. The Audit Committee has the sole authority to engage, evaluate and terminate the Company’s independent auditors. The Audit Committee also pre-approves all auditing services, internal control-related services and permitted non-audit services to be performed by the Company’s independent auditors.

 

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The Audit Committee recommended to the Board that the audited consolidated financial statements for the fiscal year ended January 28, 2012 be included in the Company’s Annual Report on Form 10-K for such fiscal year, based on the following actions by the Committee:

 

 

review and discussion of the Company’s audited consolidated financial statements with management;

 

 

review of the unaudited interim financial statements and Forms 10-Q prepared each quarter by the Company;

 

 

review of the Company’s Disclosure Committee practices and the certifications prepared each quarter in accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002;

 

 

discussions with management regarding the critical accounting estimates on which the financial statements are based, as well as its evaluation of alternative accounting treatments;

 

 

receipt of management representations that the Company’s financial statements were prepared in accordance with accounting principles generally accepted in the United States of America;

 

 

discussions with management, the internal auditors, and Deloitte regarding management’s assessment of the effectiveness of the Company’s internal control over financial reporting and Deloitte’s evaluation of the Company’s internal control over financial reporting;

 

 

discussions with legal counsel and management regarding contingent liabilities;

 

 

receipt of the written disclosures and letter from Deloitte required by the Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence; and

 

 

discussions with Deloitte regarding their independence, the audited consolidated financial statements, the matters required to be discussed by Statement on Auditing Standards (“SAS”) No. 61 Communication with Audit Committees, as amended, and other matters, including Rule 2-07 of SEC Regulation S-X.

 

AUDIT COMMITTEE

 

Phyllis J. Campbell, Chair

Robert G. Miller

Felicia D. Thornton

Alison A. Winter

 

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Executive Officers

 

 

The names and ages of the Company’s Executive Officers (collectively, the “Executive Management Group”), and their positions, terms of office, family relationships and business experience are listed below. All information is as of March 30, 2012. The officers are appointed annually by the Board following each year’s Annual Meeting of Shareholders. Officers serve at the discretion of the Board.

 

Name    Age      Position    Officer
Since

Laurie M. Black

     53       Executive Vice President and General Merchandise Manager – Cosmetics Division    1997

Robert E. Campbell

     56       Treasurer and Vice President – Investor Relations    1997

James A. Howell

     46       Vice President – Finance    2007

Michael G. Koppel

     55       Executive Vice President and Chief Financial Officer    1999

Daniel F. Little

     50       Executive Vice President and Chief Administrative Officer    2003

Anne E. Martin-Vachon

     50       Executive Vice President and Chief Marketing Officer    2010

Scott A. Meden

     49       Executive Vice President and General Merchandise Manager – Shoe Division    2006

Margaret Myers

     65       Executive Vice President and General Merchandise Manager – Accessories and Women’s Specialized Divisions    2005

Blake W. Nordstrom (a)(b)

     51       President    1991

Erik B. Nordstrom (a)(b)

     48       Executive Vice President and President – Stores    1995

James F. Nordstrom, Jr. (c)

     39       Executive Vice President and President – Nordstrom Direct    2005

Peter E. Nordstrom (a)(b)

     50       Executive Vice President and President – Merchandising    1995

R. Michael Richardson

     55       Executive Vice President – Chief Information Officer    2011

Robert B. Sari

     56       Executive Vice President, General Counsel and Secretary    2009

Delena M. Sunday

     51       Executive Vice President – Human Resources and Diversity Affairs    1998

Geevy S. K. Thomas

     47       Executive Vice President and President – Nordstrom Rack    1998

Mark J. Tritton

     48       Executive Vice President and President – Nordstrom Product Group    2009

David M. Witman

     53       Executive Vice President and General Merchandise Manager – Men’s Apparel    2005

Kenneth J. Worzel

     47       Executive Vice President – Strategy and Development    2010

 

(a)   The biographical information for Blake, Peter and Erik Nordstrom is provided in the section identifying the Director nominees beginning on page 8.

 

(b)   Brothers, and also second cousins of James F. Nordstrom, Jr., an Executive Vice President of the Company.

 

(c)   Second cousin of Blake, Peter and Erik Nordstrom, each an Executive Officer of the Company.

 

 

Laurie M. Black was named Executive Vice President and General Merchandise Manager – Cosmetics Division, in February 2006. She previously served as Executive Vice President and President – Nordstrom Rack from December 2001 to March 2006, as Vice President and Corporate Merchandise Manager from May 2000 to December 2001, and as Vice President and Northwest Divisional Merchandise Manager from 1999 to 2000. Ms. Black has been employed by the Company since 1978.

 

 

Robert E. Campbell was appointed Treasurer and Vice President – Investor Relations in March 2009. From March 2003 to February 2009 he served as Vice President – Finance Full-Line Stores, and from May 1999 to February 2003 he served as Treasurer and Vice President – Strategy and Planning and also was responsible for the Company’s investor relations. He has been employed by the Company since February 1997.

 

 

James A. Howell was named Vice President – Finance, upon joining the Company in August 2007. Mr. Howell also functions as the Company’s Principal Accounting Officer. From July 2003 to August 2007, Mr. Howell was employed at Blockbuster Inc., most recently as Senior Vice President and Corporate Controller. From 2002 to 2003, Mr. Howell worked for CAE SimuFlite, Inc., a provider of training for the civil aviation industry, after spending 12 years with PricewaterhouseCoopers serving clients in both the retail and financial services industries.

 

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Michael G. Koppel was named Executive Vice President and Chief Financial Officer in May 2001. From 1999 to 2001, he served as Vice President, Corporate Controller and Principal Accounting Officer. Mr. Koppel previously served as Chief Operating Officer of CML Group, a specialty retail holding company, and as Chief Financial Officer of Lids Corporation, a mall-based specialty retailer from 1997 through 1998. Prior to that, Mr. Koppel spent 13 years with the May Department Stores Company in a variety of financial and operating roles.

 

 

Daniel F. Little was named Executive Vice President and Chief Administrative Officer in March 2003. From July 2002 until March 2003, he served as Vice President – Supply Chain Strategy. Prior to joining the Company in July 2002, Mr. Little held various positions with Colgate-Palmolive from April 1993 through June 2002, most recently as Manufacturing General Manager for Personal Care Products in Europe.

 

 

Anne E. Martin-Vachon was named Executive Vice President and Chief Marketing Officer upon joining the Company in April 2010. She previously served as President and Chief Executive Officer of Lise Watier Cosmetiques Inc. since September 2008. From August 2006 to August 2008, she served as Chief Marketing Officer for Bath & Body Works, a division of Limited Brands. Ms. Martin-Vachon served as Vice President, P&G Total Beauty Marketing from 2003 to 2006, and General Manager, Global Cosmetics Marketing and Innovation from 1999 to 2003 for Procter & Gamble. Ms. Martin-Vachon served in marketing and brand management roles of increasing responsibility at Procter & Gamble since 1985.

 

 

Scott A. Meden was named Executive Vice President and General Merchandise Manager – Shoe Division in February 2010. He previously served as Executive Vice President and President – Nordstrom Rack from February 2006 to February 2010, as Divisional Merchandise Manager from September 2002 to January 2006, as Director of Business Planning and Analysis from 2001 to September 2002, and as Financial Manager – Shoes from 1999 to 2001. He has been employed by the Company since 1985.

 

 

Margaret Myers was named Executive Vice President and General Merchandise Manager – Accessories and Women’s Specialized Divisions, in November 2005. She previously served as Vice President and Corporate Merchandise Manager from 2001 to November 2005, as Product Market Leader from 2000 to 2001, and as Divisional Merchandise Manager from 1998 to 2000. Ms. Myers has been employed by the Company since 1984.

 

 

James F. Nordstrom, Jr. was named Executive Vice President and President – Nordstrom Direct in February 2005. He previously served as Corporate Merchandise Manager – Children’s Shoes, from May 2002 to February 2005, and as a project manager for the design and implementation of the Company’s inventory management system from 1999 to May 2002. Mr. Nordstrom is a great-grandson of the Company founder and has been employed by the Company since 1986.

 

 

R. Michael Richardson was named Executive Vice President – Chief Information Officer in November 2011. He previously served as Vice President – Chief Information Officer since October 2000. He has served in a wide variety of technology-related roles of increasing responsibility since he joined Nordstrom in 1992.

 

 

Robert B. Sari was named Executive Vice President, General Counsel and Secretary upon joining the Company in April 2009. Prior to joining the Company, he served as Executive Vice President, General Counsel and Secretary of Rite Aid Corporation (“Rite Aid”) since October 2005. Mr. Sari also served as Rite Aid’s Senior Vice President, General Counsel and Secretary from 2002 to 2005 and as Senior Vice President, Deputy General Counsel and Secretary from 2000 to 2002. Mr. Sari served in other roles for Rite Aid since 1997. Prior to joining Rite Aid in 1997, Mr. Sari was Vice President – Legal Affairs for Thrifty PayLess, Inc.

 

 

Delena M. Sunday was named Executive Vice President – Human Resources and Diversity Affairs in November 2002. She previously served as Executive Vice President – Diversity Affairs from 2000 to November 2002, and as Vice President – Diversity Affairs from 1998 to 2000. Prior to 1998, Ms. Sunday served in various management roles, including diversity affairs and store management. Ms. Sunday has been employed by the Company since 1980.

 

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Geevy S. K. Thomas was named Executive Vice President and President – Nordstrom Rack, in February 2010. He previously served as Executive Vice President and South Regional Manager from November 2001 to February 2010, as Executive Vice President and General Merchandise Manager – Full-Line Stores from February 2001 to November 2001, and as Executive Vice President – Full-Line Stores and Director of Merchandising Strategy from February 2000 to February 2001. Prior to February 2000, Mr. Thomas held various merchandise strategy, store and regional management positions with the Company. He has been employed by the Company since 1983.

 

 

Mark J. Tritton was named Executive Vice President and President – Nordstrom Product Group upon joining the Company in June 2009. Prior to joining the Company, he served as Group Vice President, Global Casual/Gear Footwear and Apparel, for Timberland since 2006. Mr. Tritton also served as Timberland’s Vice President, Global Apparel from 2004 to 2006. Prior to joining Timberland, Mr. Tritton was Nike’s General Manager, Europe, Middle East & Africa Apparel, from 2002 to 2004, Global Merchandise Director Apparel from 2001 to 2002 and Retail Director, Pacific Region from 1999 to 2001.

 

 

David M. Witman was named Executive Vice President and General Merchandise Manager – Men’s Apparel, in November 2005. He previously served as Divisional Vice President and Corporate Merchandise Manager from 2001 to November 2005, and as Divisional Vice President and Menswear Product Market Leader from 1999 to 2001. Mr. Witman has been employed by the Company since 1987.

 

 

Kenneth J. Worzel was named Executive Vice President – Strategy and Development upon joining the Company in March 2010. Prior to joining the Company, he was a partner with McKinsey & Company, a global management consulting firm, from 2009 to 2010. While at McKinsey, Mr. Worzel provided the Company and other clients with management strategy and organizational services. Prior to joining McKinsey, Mr. Worzel was a managing partner at Marakon Associates, an international strategy consulting firm, from 1992 to 2008. As a partner at Marakon Associates, Mr. Worzel provided consulting services to the Company from 1997 to 2008.

 

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Compensation of Executive Officers

 

 

Compensation

Discussion and

Analysis

   The following describes our executive compensation program and the 2011
fiscal year compensation decisions made for our Named Executive Officers
identified in the Summary Compensation Table on page 46.

 

Executive Summary

 

We Achieved Positive Outcomes while Investing in Growth

 

In fiscal year 2011, we surpassed historical milestones and made important strides in the many ways we serve our customers. Our total sales set a new all-time high of $10.5 billion with almost 13% growth over a similar increase in the prior year. We also had, for the first time, sales performances surpass $1 billion for Cosmetics and $2 billion for the Nordstrom Rack. We continued to deliver strong increases in same-store sales and realized double-digit increases in earnings before interest and income taxes for the second consecutive year. Our 2011 inventory turn rate of 5.6 times matched the record performance achieved in 2010 and regular-price selling remained at our historically high levels, indicative of delivering the fresh product our customers expect.

 

We also generated a meaningful return for our shareholders. Our stock price increased more than 18% over the fiscal year and total shareholder return ranked at the 80th percentile of our retail peer group for the three-year performance period concluding at fiscal year end January 28, 2012. Financial highlights for 2011 are summarized below.

 

Fiscal Year 2011 Financial Performance Highlights

 

       FY 2011        FY 2010  

Net Sales

       $10,497M           $9,310M   

Full Year Same-Store Sales

       7.2%           8.1%   

Earnings Before Interest and Income Taxes (“EBIT”)

       $1,249M           $1,118M   

Return on Invested Capital (“ROIC”)

       13.3%           13.6%   

 

We continue to believe the customer service experience is the most important driver of our financial success. As a result, we are investing more heavily in e-commerce, technology and personalization as these themes become increasingly important to the customer’s definition of service. This is a long-term commitment to enhance what we believe is a solid foundation for serving customers today and in the future. As we look ahead, we are encouraged by the many opportunities for us to continue to earn our customers’ trust, further accelerate our growth and increase shareholder value.

 

Our Compensation Program is Supported by Shareholders and Closely Aligns with Our Performance

 

At the 2011 Annual Meeting of Shareholders, over 97% of the votes cast were in favor of our first Say-on-Pay proposal, and over 93% of the votes cast approved our Board’s recommendation to hold advisory votes on an annual basis. The Compensation Committee recognizes this support of the compensation program for our Named Executive Officers and continues to apply our guiding principles below which underlie our robust pay-for-performance philosophy.

 

 

Motivate and reward our people to achieve meaningful results that support our strategic goals and shareholder interests;

 

 

Attract and keep the best talent through programs that reflect our values and consider, but are not dictated by, market practice;

 

 

Manage the cost of our programs while maintaining their purpose and benefit;

 

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Keep things simple to promote understanding for our employees and transparency for our shareholders; and

 

 

Be attuned to regulatory compliance, trends and new ideas to support our programs and diverse workforce.

 

In accordance with our pay-for-performance philosophy, the compensation program for our Named Executive Officers emphasizes variable pay over fixed pay, with three-quarters of their target compensation linked to our financial or market results. The program also balances the importance of the Named Executive Officers achieving critical short-term objectives and long-term strategic priorities. These concepts are illustrated in the following graphs.

 

LOGO    LOGO

 

Under this pay-for-performance design, payouts to the Named Executive Officers in fiscal year 2011 were closely aligned with results for their variable pay components:

 

 

Performance-based bonuses paid out at approximately 149% of target due to above threshold performance.

 

 

Performance share units granted under the long-term incentive plan vested at a rate of 100% based on our 80th percentile rank for total shareholder return (“TSR”) among our retail peer group over the 2009-2011 fiscal year performance cycle. The TSR calculation for performance share units is described on page 42.

 

Payouts for variable compensation have been closely aligned with Company results for prior years, as well. The following graphs show performance-based payouts to President Blake Nordstrom relative to EBIT and TSR for fiscal year 2011 and the four prior years. This pattern of pay-for-performance is consistent for all the Named Executive Officers receiving payouts during these periods.

 

LOGO    LOGO

 

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The Committee reviews these and other analyses to ensure the Named Executive Officers’ aggregate compensation aligns with shareholder interests. Where included, long-term incentives are calculated in two ways: (1) grant value as reported in our Summary Compensation Table on page 46, and (2) realizable value as of fiscal year end. For 2011, these additional analyses focused on:

 

 

Cash alignment to evaluate the year-over-year change in payout relative to the year-over-year growth in EBIT.

 

 

Relative pay and performance to compare the percentile rankings of our total direct compensation (base salary + performance-based bonus + long-term incentives) with TSR and other financial performance metrics of our retail peer group.

 

 

Pay productivity to assess EBIT generated per dollar of total direct compensation compared to our peer group when adjusted for size.

 

Based on the results from these analyses, the Committee believes that total direct compensation for our Named Executive Officers is well-aligned with shareholder interests and compares favorably relative to our peers.

 

Effective Corporate Governance Reinforces Our Compensation Program

 

We believe the following features of our compensation program for the Named Executive Officers are evidence of good corporate governance:

 

 

annual Say-on-Pay shareholder vote;

 

 

meaningful stock ownership guidelines;

 

 

an executive compensation clawback policy applied to performance-based compensation;

 

 

active and engaged oversight and risk management systems including those related to compensation-related risk;

 

 

detailed and transparent financial reporting to provide strong, timely insight into the performance of the Company;

 

 

the Compensation Committee’s engagement of its own independent consultant;

 

 

accelerated vesting for equity after a change in control only if an executive is involuntarily terminated (double trigger);

 

 

no tax gross-ups, except those related to relocation expenses;

 

 

no employment agreements;

 

 

no equity grant repricing; no grants below 100% fair market value; cash dividends paid only on stock; and

 

 

a prohibition on hedging transactions of Company equity securities.

 

The specifics of our executive compensation program and details of the compensation decision-making process are discussed in the following sections.

 

Context for Decision Making

 

Roles in Determining Compensation are Well Defined

 

Our Compensation Committee oversees the development and delivery of our guiding principles and compensation plans for the Named Executive Officers as summarized on page 23 and more fully described in the Committee Charter on our website at investor.nordstrom.com.

 

The Committee’s external executive compensation consulting firm, Semler Brossy Consulting Group, LLC, is retained by, and reports directly to, the Committee. A consultant from that firm attends the Committee meetings and supports the Committee’s role by providing independent expertise on market practices, compensation

 

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program design and related subjects as described on page 23. Semler Brossy provides services only as directed by the Committee and has no other relationship with the Company. There were no fees paid to Semler Brossy for services that were not related exclusively to executive and Director compensation during fiscal year 2011.

 

Our President provides input to the Committee on the level and design of compensation elements for the Named Executive Officers and others in the Executive Management Group defined on page 32. Our Executive Vice President and Chief Financial Officer and Executive Vice President – Human Resources and Diversity Affairs join the President in Compensation Committee meetings to provide perspective and expertise relevant to the agenda. Management supports the Committee’s activity by providing analyses and recommendations developed internally or with the assistance of external consulting firms other than the Committee’s consulting firm. During fiscal year 2011, technical guidance to management on executive compensation came primarily from the professional services firm Towers Watson.

 

Market Data Provides a Reference Point for Compensation

 

The Committee believes that knowledge of market practices, particularly those of our peers, listed below, is helpful in assessing the design and targeted level of our executive compensation package. In preparing peer group information for 2011, the Committee used a customized survey from consulting firm HayGroup. During the year, the Committee also reviewed data from our peers’ proxy statements and general information from published and private surveys to keep current on trends and practices while recognizing the differences across company philosophies and plan designs.

 

When the Committee reviews market data, they consider the 50th percentile (median) of our peer group as a reference point, as opposed to a policy, for positioning targeted total direct compensation. Target opportunities for individual pay elements may vary by executive role based on scope of expected contributions and individual circumstances.

 

Blake Nordstrom’s target total direct compensation is somewhat below our peer group median and the remaining Named Executive Officers are within a competitive range of our peer group median. Actual pay can exceed established targets or peer group actual pay through the variable compensation elements when pre-determined performance milestones are achieved.

 

Peer Group Companies Represent Our Business Areas

 

Each year, the Committee reviews the appropriateness of our peer group. The companies represent prominent retail brands that are relevant to Nordstrom and compete for our customer dollars. These peers do not always have a direct match to our product offerings or annual revenue. However, they meet the following selection criteria:

 

 

subject to similar market pressures and have a track record of sustainability;

 

 

general compatibility with our compensation strategy through a competitive offering of the primary pay elements of base salary, performance-based bonus and long-term incentives;

 

 

some overlap with our industry group as defined by institutional shareholders and shareholder service organizations; and

 

 

collective representation of our primary business areas including our Nordstrom full-line and Rack stores, online business and private label products.

 

As a result of the Committee’s review in 2011, our peer group remained the same as the prior year, as follows:

 

Abercrombie & Fitch Co.

   J.C. Penney Company, Inc.    The Talbots, Inc.

ANN, INC.

   Kohl’s Corporation    Target Corporation

Belk, Inc.

   Limited Brands, Inc.    Tiffany & Co.

Chico’s FAS, Inc.

   Macy’s, Inc.    The TJX Companies, Inc.

Coach, Inc.

   Neiman Marcus, Inc.    Urban Outfitters, Inc.

Dillard’s, Inc.

   Saks Incorporated    VF Corporation

Gap, Inc.

   Sears Holdings Corporation     

 

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Elements of Compensation

 

2011 Decisions are Consistent with Our Compensation Philosophy

 

Our compensation philosophy is reflected in the following elements of the Named Executive Officers’ 2011 compensation program:

 

 

Fixed: base salary; and

 

 

Variable: performance-based annual cash bonus and long-term incentives, consisting of stock options and performance share units through the annual grant.

 

We also provide broad-based, leadership and retirement benefits.

 

On an annual basis, the Compensation Committee reviews base salary, performance-based bonus target opportunity and long-term incentive grant value for each of the Named Executive Officers to consider changes for the upcoming fiscal year. Benefits are reviewed less frequently and changes are made less often. Committee decisions for fiscal year 2011 changes are summarized below, followed by a description of our approach and decision making on each element. The Committee believes these elements and the overall compensation program are meeting the expectations for our pay-for-performance philosophy and guiding principles.

 

Fiscal Year 2011 Compensation Changes

 

    

Base Salary

($)

    

Performance-Based

Annual Cash Bonus

(Target Opportunity as % of
Base Salary)

  

Long-Term Incentives

(Grant Value as % of

Base Salary)

Name    FY 2010      FY 2011      FY 2010    FY 2011    FY 2010    FY 2011

Blake W. Nordstrom

     700,000         same       150    same    200    same

Peter E. Nordstrom

     650,000         same       150    same    200    same

Erik B. Nordstrom

     650,000         same       150    same    200    same

Michael G. Koppel

     530,000         600,000         80    same    150    same

Daniel F. Little

     460,000         500,000         80    same    150    same

 

Base Salary

 

The Committee begins its annual review of base salary for the Named Executive Officers by comparing our pay levels to similar roles in our peer group. The President provides input by describing the previous year’s expectations and achievements of each executive, their pay history and pay equity with other internal roles.

 

Named Executive Officers do not necessarily receive increases in base salary every year. When they do, the changes are effective April 1st following their annual performance review, which includes a discussion about individual results against defined expectations.

 

While Blake, Peter and Erik Nordstrom each had strong personal performance, the Committee elected to maintain current base salary levels and focus compensation on the potential value that can be realized through performance-based bonuses and long-term incentives. Both Michael Koppel and Daniel Little received increases in base salary to recognize their strong performance and to improve their competitive position relative to market.

 

Performance-Based Annual Cash Bonus

 

The opportunity for annual performance-based cash awards under the Executive Management Bonus Plan is designed to focus the Named Executive Officers on the alignment between annual operating performance and long-term business strategy. In support of our guiding principles, the performance-based bonus awards pay out only when pre-determined performance milestones are achieved. The Committee establishes the following criteria in developing the annual bonus arrangements for the Named Executive Officers:

 

 

Target bonus opportunity: Annual target bonus opportunity for the Named Executive Officers is defined as a percentage of base salary as shown on the Fiscal Year 2011 Compensation Changes table above. In

 

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establishing the target percentage, the Committee takes into account market pay information for similar roles within our peer group, our desired competitive positioning across compensation elements and the internal relationship between roles within the Company.

 

In support of our pay-for-performance philosophy, the maximum bonus payout, which is associated with superior performance, is 2.5 times the executives’ target bonus opportunity. This maximum is higher than is common among our retail peers to continue encouraging and paying rewards when we achieve truly superior results.

 

 

Performance measures: The Committee establishes the performance measures that support the Company’s annual and long-range strategic goals to focus executives on the most important Company objectives. For fiscal year 2011, the Named Executive Officers all had the following measures:

 

  -  

ROIC to ensure our overall performance aligns directly with shareholder returns over the long term. The measure is expressed as a threshold that must be met before any payout can be made on EBIT results to ensure our executives are rewarded after earnings generate a meaningful return for our shareholders.

 

  -  

EBIT to emphasize the importance of earnings improvement and its role in driving shareholder value. Each executive’s performance-based bonus was weighted 100% on this measure, subject to the ROIC threshold.

 

 

Performance measure milestones: The Committee defines financial milestones for the performance measures that relate to varying percentages of bonus payout. The difficulty level in achieving the milestones reflects a balance in the Committee’s consideration for executive pay opportunity, reinvestment in the Company and return to shareholders.

 

In accordance with our bonus plan, ROIC and EBIT achievement for bonus purposes may differ from ROIC and EBIT reported in our financial statements due to the exclusion of one-time gains or losses. In this situation, we refer to the measure achievements as Incentive ROIC and Incentive EBIT. This is the case for 2011 where achievements reflect non-operating related adjustments and acquisition costs not included in the financial plan.

 

  -  

The ROIC threshold was set at a level consistent with the minimum EBIT milestone to ensure that an appropriate return on our invested capital was achieved before any bonus was paid out. The 2011 Incentive ROIC achievement of 14.7% exceeded the established threshold of 13.0%.

 

  -  

The minimum EBIT performance milestone was established at a likely, but not certain, level of attainment. It was based on growth assumptions for sales and earnings. The minimum performance milestone must be achieved before any payout may be made. The target performance milestone represents stretch performance relative to growth in the annual operating plan, our historical performance trends, market conditions and current external projections for the Company. The superior performance milestone indicates breakthrough performance and takes into consideration earlier periods of strong earnings, the competitive landscape and earnings growth needed to support our long-term strategic goals. The 2011 Incentive EBIT achievement exceeded the minimum performance milestone required for payout.

 

The achievements in Incentive ROIC and Incentive EBIT resulted in a bonus payout of 148.52% of each executive’s target bonus opportunity. The fiscal year 2011 EBIT performance milestones, Incentive EBIT achievement and related bonus payout levels are shown on page 41. Incentive EBIT and Incentive ROIC are not measures of financial performance under GAAP. See Appendix C for a reconciliation of GAAP and non-GAAP financial measures.

 

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Fiscal Year 2011 EBIT Milestones and Achievement

 

LOGO

 

The bonus payout calculation for each Named Executive Officer is shown below. The payout amounts are also shown in the Summary Compensation Table on page 46 in column (e) “Non-Equity Incentive Plan Compensation.” The range of possible payouts for fiscal year 2011 performance under the Executive Management Bonus Plan is shown in the Grants of Plan-Based Awards in Fiscal Year 2011 table, column (b), on page 49.

 

Fiscal Year 2011 Payout for Performance-Based Bonus

 

Name   

Target
Bonus
Opportunity

(%)

  x     

Base
Salary

($)

     =     

Target
Bonus
Payout

($)

     x           

Payout of
Target Bonus

Opportunity

(%)

  =     

Bonus

Payout

($)

 

Blake W. Nordstrom

   150     x         700,000         =         1,050,000         x        LOGO               =         1,559,460   

Peter E. Nordstrom

   150     x         650,000         =         975,000         x               =         1,448,070   

Erik B. Nordstrom

   150     x         650,000         =         975,000         x         148.52     =         1,448,070   

Michael G. Koppel

     80     x         600,000         =         480,000         x               =         712,896   

Daniel F. Little

     80     x         500,000         =         400,000         x               =         594,080   

 

Long-Term Incentives

 

Annual grants of stock options and performance share units under the 2010 Equity Incentive Plan provide the Named Executive Officers with an incentive to create shareholder value and receive financial rewards. The long-term incentive value that determines the size of the annual grant to Named Executive Officers is expressed as a percentage of base salary as shown on the Fiscal Year 2011 Compensation Changes table on page 39.

 

In establishing the long-term incentive value at grant for each Named Executive Officer, the Committee considers market pay information for similar roles within our peer group, our desired competitive positioning across compensation elements, our annual share usage and dilution, and internal equity of grant size by role.

 

The grant value of the equity awarded to Named Executive Officers in the fiscal year 2011 annual grant consisted of 75% stock options and 25% performance share units. Stock options provide motivation for creating increased value while aligning management and shareholder interests in our growth. Performance share units focus the executives on relative performance compared to our peer group. The Committee believes the relationship between these equity vehicles represents the right balance of both absolute and relative performance.

 

 

Stock options vest and become exercisable in four equal annual installments beginning one year from the date of grant and have a 10-year term. None of our equity incentive plans permit repricing, grant prices below 100% of the fair market value of Common Stock on the date of grant or cash dividend payments on options.

 

 

Performance share units are earned after a three-year performance cycle only when the Company’s TSR is positive and outperforms more than 50% of the peer group companies identified for that grant. The Committee believes relative TSR is a meaningful measure for performance share units as it aligns with shareholder

 

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interests and complements the measures established for executives under the performance-based bonus plan. The performance share unit vesting schedule is shown below. For the 2011 grant, the peer group included companies listed on page 38 with the exception of Belk and Neiman Marcus, for which public data on the performance measurement of TSR is not available.

 

For purposes of determining the TSR percentile rank, the share price of our Common Stock and the share prices of the companies in the peer group are based on a 30 trading-day closing price average that is established both prior to the beginning of the performance cycle and prior to the end of the performance cycle. These parameters recognize the importance of relative performance while balancing against volatility within the peer group.

 

In keeping with our pay-for-performance philosophy, our approach to performance share units intentionally requires high standards of performance before any payout may be earned. Given the potential leverage that we offer through the performance-based bonus plan and the value that could be realized from stock options, the Committee believes this is the appropriate way to reward for what are truly superior results.

 

Performance Share Unit Vesting Schedule

 

 Nordstrom Percentile Rank

Among our Peer Group

      

Performance Share

Units at Payout

as % of Grant

(If Nordstrom Total Shareholder Return Is Positive)

(%)

>85th

       125

>75th

       100

>65th

         85

>50th

         75

£50th

           0

 

This vesting schedule applies even if the number of peer companies changes due to mergers, acquisitions, dissolutions or other industry consolidation. The performance share units are earned on the last day of the three-year performance cycle if performance criteria have been met, and become vested when the results have been certified by the Compensation Committee.

 

Performance share units from the 2009-2011 fiscal year performance cycle had the following results and were paid out as shown in the Option Exercises and Stock Vested in Fiscal Year 2011 table on page 54. Vested performance share units are settled in shares of Common Stock or cash at the election of the executive. Prior to vesting, the Named Executive Officers may also elect to defer their vested units into the Executive Deferred Compensation Plan described on page 56.

 

Fiscal Year 2011 Vesting Results for Performance Share Units

 

3-Year

Performance Cycle

  

Percentile Rank
Among our Peer

Group

   Positive TSR    Payout % of Grant   

Settlement for
Named Executive

Officers

2/1/2009 – 1/28/2012

   80th    Yes    100%    Cash

 

At the time of grant in 2009, our peer group for performance share units included the companies listed on page 38 excluding Neiman Marcus, for which public data on the performance measurement of TSR is not available, and Belk, Coach, TJX Companies and VF Corporation, as these companies were added as peers in a subsequent year.

 

Broad-based, Leadership and Retirement Benefits

 

Nordstrom offers to the Named Executive Officers:

 

 

a comprehensive program of broad-based health and financial programs to be market competitive and support healthy lifestyles;

 

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a limited number of leadership benefits to be market competitive; and

 

 

contributions to health coverage and financial security upon retirement to encourage executives to stay with the Company throughout their careers, and reward sustained and significant contribution to the Company’s success.

 

These benefits are regularly reviewed for consistency with our guiding principles, organizational culture and market practices. Additional information on each benefit is provided as noted.

 

Fiscal Year 2011 Broad-based, Leadership and Retirement Benefits

 

     Benefit    Additional Information

Broad-based

  

• Company contribution to medical, dental and vision coverage; short- and long-term disability; life insurance; adoption assistance; and employee referral assistance. Employee access to accident and long-term care insurance, and health and dependent care flexible spending accounts. Employee Stock Purchase Plan. Merchandise discount

   For merchandise discount, see All Other Compensation in Fiscal Year 2011, page 48

Leadership

  

• Salary continuance; long-term disability coverage; life insurance

   For life insurance, see All Other Compensation in Fiscal Year 2011, page 48
  

• Reimbursement for financial, tax and estate planning; reimbursement of qualifying out-of-pocket medical expenses; contribution to parking

   See All Other Compensation in Fiscal Year 2011, pages 47 and 48
    

• Executive Deferred Compensation Plan

   See Nonqualified Deferred Compensation on page 56
  

• Leadership Separation Plan

   See Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2011 on page 63

Retirement

  

• 401(k) match and Profit Sharing

   See All Other Compensation in Fiscal Year 2011 on page 48
  

• Retiree health care

   See Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2011 on page 62
  

• Supplemental Executive Retirement Plan

   See Pension Benefits on page 54

 

Additional Information

 

Termination and Change in Control

 

Under our Leadership Separation Plan, the eligible Named Executive Officers receive benefits upon involuntary termination of employment by the Company, other than for cause, to assist in the transition from active employment. Separation benefits are described in the Potential Payments Upon Termination or Change in Control section on page 63.

 

As described under Change in Control in the Potential Payments Upon Termination or Change in Control section on pages 60 and 61, the Named Executive Officers are not entitled to any payment or accelerated benefit in connection with a change in control of the Company unless the Committee exercises discretion.

 

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Stock Ownership Guidelines

 

Ownership of Common Stock by our Named Executive Officers is encouraged by management and the Board to align their interests with those of our shareholders. Stock ownership guidelines were formally established in 2004. Under the current guidelines, the Named Executive Officers have a five-year period, from February 1, 2009 through February 1, 2014, to accumulate shares of Common Stock that meet the first achievable of either a share or value target as defined below. This variable approach helps us maintain the objectives for stock ownership while allowing some flexibility for changes in stock price.

 

 

Share target is the number of shares equal to a multiple of base salary designated for an executive divided by a fixed stock price. This target does not change over the five-year period.

 

 

Value target is the value in stock equal to a multiple of base salary designated for an executive. This value does not change over the five-year period, but the resulting number of shares fluctuates with changes in stock price.

 

For purposes of determining stock ownership, ownership shares are made up of all forms of Common Stock including vested performance share units that are either deferred or paid out in Common Stock. Ownership shares do not include unvested or vested stock options and unvested performance share units.

 

The multiple of base salary to be directly or indirectly owned in Common Stock by the Named Executive Officers depends on the executive’s role in the Company, as shown below. The Committee has assigned these particular multiples to match or exceed market practice, and to represent a significant portion of the overall compensation package to reinforce the alignment of management’s decision making with shareholder interests.

 

Stock Ownership Multiples of Base Salary

 

Position   

Multiple of Base Salary

Used to Establish

Ownership Target

President

   10x

Executive Vice President and President – Merchandising

   10x

Executive Vice President and President – Stores

   10x

Executive Vice President and Chief Financial Officer

     4x

Executive Vice President and Chief Administrative Officer

     3x

 

Under our guidelines, Blake, Peter and Erik Nordstrom and Michael Koppel are required to arrange for stock transactions in accordance with an SEC Rule 10b5-1 trading plan. These plans predetermine the timing, number of shares and price at which an executive may buy or sell Company shares. These executives must also achieve and maintain a minimum holding of 100% of their ownership targets before they may sell Nordstrom stock.

 

The Committee regularly reviews stock ownership status for the Named Executive Officers. As of the end of fiscal year 2011, all of the Named Executive Officers had exceeded their ownership targets.

 

Tax and Accounting Considerations

 

The Committee recognizes the tax and regulatory factors that can influence the structure of executive compensation programs, including:

 

 

Section 162(m) of the Internal Revenue Code which disallows a tax deduction to public corporations for compensation over $1 million paid to any Named Executive Officer except the Chief Financial Officer, who is not subject to Section 162(m). The statute exempts qualifying performance-based compensation from the deduction limit if certain requirements are met. The Company’s shareholder-approved 2004 and 2010 Equity Incentive Plans and Executive Management Bonus Plan comply with those requirements. In some years, there may be limited circumstances, such as an element within a new hire package, that do not allow for deductibility.

 

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Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 718, Stock Compensation (“ASC 718”), where stock options and performance share units are accounted for based on their grant date fair value (see Note 1 and Note 13 in the Notes to Consolidated Financial Statements included in the Company’s Form 10-K for the fiscal year ended January 28, 2012, filed with the SEC on March 16, 2012). The Committee regularly considers the accounting implications of our equity-based awards, including the variable accounting treatment of the performance share units.

 

 

Section 409A of the Internal Revenue Code, the limitations of which primarily relate to the deferral and payment of benefits under the Executive Deferred Compensation Plan and Supplemental Executive Retirement Plan. The Committee continues to consider the impact of changes to Section 409A and in general, the evolving tax and regulatory landscape in which its compensation decisions are made.

 

Executive Compensation Clawback Policy

 

In February 2008, the Board adopted a formal executive compensation clawback policy that applies to any performance-based bonus, equity, equity equivalent or other incentive compensation awarded to an executive officer, beginning in fiscal year 2008. Under that policy, in the event of a material restatement of the Company’s financial results, the Board will review the circumstances that caused the restatement and consider accountability to determine whether an executive officer was negligent or engaged in misconduct. If so, and the amount or vesting of an award would have been less had the financial statements been correct, the Board will seek to recover compensation from the executive officer as it deems appropriate. This policy is in addition to any requirements which might be imposed pursuant to applicable law.

 

Compensation

Committee Report

   The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. As a result, the Committee believes the Compensation

Discussion and Analysis represents the intent and actions of the Committee with regard to executive compensation and has recommended to the Board that it be included in this Proxy Statement for filing with the SEC.

 

COMPENSATION COMMITTEE

 

Michelle M. Ebanks

Enrique Hernandez, Jr.

Philip G. Satre

B. Kevin Turner

Robert D. Walter, Chair

 

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Summary

Compensation

Table

   The following table summarizes the total compensation paid or accrued by the Company for services provided by the Named Executive Officers for the fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010.

 

Name and Principal
Position
 

Fiscal

Year

 

Salary

($) (a)

  Bonus
($) (b)
 

Stock

Awards

($) (c)

 

Option
Awards

($) (d)

 

Non-Equity

Incentive Plan

Compensation

($) (e)

 

Change in

Pension Value
and

Nonqualified

Deferred

Compensation

Earnings

($) (f)

 

All Other

Compensation

($) (g)

 

Total

($)

Blake W. Nordstrom

      2011         698,056                 343,031         1,049,750         1,559,460         2,259,665         85,867         5,995,829  

President

      2010         696,111                 346,690         1,049,719         2,103,675         1,691,038         63,852         5,951,085  
        2009         700,000                 257,631         787,830         1,161,090         1,386,298         47,360         4,340,209  

Michael G. Koppel

      2011         586,278                 194,814         596,107         712,896         1,834,147         52,624         3,976,866  

Executive Vice President and

      2010         518,722                 178,303         539,856         849,484         1,441,214         42,215         3,569,794  

Chief Financial Officer

      2009         480,000                 176,659         540,226         636,941         1,654,697         41,321         3,529,844  

Peter E. Nordstrom

      2011         648,195                 318,551         974,770         1,448,070         2,413,728         36,824         5,840,138  

Executive Vice President and

      2010         646,389                 321,919         974,748         1,953,413         1,919,375         47,659         5,863,503  

President – Merchandising

      2009         650,000                 239,229         731,554         1,078,155         1,880,835         28,627         4,608,400  

Erik B. Nordstrom

      2011         648,195                 318,551         974,770         1,448,070         2,260,467         64,814         5,714,867  

Executive Vice President and

      2010         646,389                 321,919         974,748         1,953,413         1,716,796         80,151         5,693,416  

President – Stores

      2009         650,000                 239,229         731,554         1,078,155         1,690,132         51,307         4,440,377  

Daniel F. Little

      2011         491,722                 169,085         517,365         594,080         777,389         39,913         2,589,554  

Executive Vice President and

      2010         450,778                 156,020         472,377         737,288         481,097         40,662         2,338,222  

Chief Administrative Officer

      2009         420,000                 154,581         472,699         557,323         338,094         37,943         1,980,640  

 

(a)   Salary: The amounts shown represent base salary earned during the fiscal year. The numbers for fiscal years 2011 and 2010 vary somewhat from annual base salaries due to the timing of fiscal year end. Michael Koppel’s and Daniel Little’s base salaries increased in April 2011.

 

All of the Named Executive Officers contributed a portion of their base salary earned during fiscal year 2011 to the 401(k) component of the 401(k) Plan & Profit Sharing. Their contributions were as follows: $17,667 for Blake Nordstrom, $16,850 for Michael Koppel, $15,386 for Peter Nordstrom, $15,407 for Erik Nordstrom and $15,633 for Daniel Little.

 

(b)   Bonus: No amounts are reported because the Company does not pay discretionary or guaranteed bonuses to the Named Executive Officers. As described in the Compensation Discussion and Analysis on page 39, all bonuses are performance based, and for that reason, are required to be reported in column (e), “Non-Equity Incentive Plan Compensation.”

 

(c)   Stock Awards: The amounts reported reflect the grant date fair value of performance share units granted during the fiscal year. This is not the value received. The actual value the Named Executive Officers may receive will depend on whether the performance criteria are met and the market price of Nordstrom stock at the end of the performance cycle. The amounts reported are calculated in accordance with FASB Accounting Standards Codification 718, Stock Compensation (“ASC 718”). The amounts are calculated by multiplying the number of performance share units awarded by the closing price of Common Stock on the date of grant. See column (c) of the Grants of Plan-Based Awards in Fiscal Year 2011 table on page 49 for the number of performance share units granted in fiscal year 2011.

 

(d)  

Option Awards: The amounts reported reflect the grant date fair value of stock options granted during the fiscal year. This is not the value received. The Named Executive Officers can only realize value from stock options if the market price of Nordstrom stock increases above the exercise price of the options. The amounts reported are calculated in accordance with ASC 718. See column (e) of the Grants of Plan-Based Awards in Fiscal Year 2011 table on page 49 for the number of stock options granted in fiscal year 2011.

 

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Assumptions used in the calculation of these amounts for fiscal years 2011, 2010 and 2009 are included in Note 13 to the Company’s audited financial statements for the fiscal year ended January 28, 2012, included in the Company’s Form 10-K filed with the SEC on March 16, 2012.

 

(e)   Non-Equity Incentive Plan Compensation: The amounts reported reflect the annual performance-based cash awards under the Executive Management Bonus Plan, which is addressed on page 39 in the Compensation Discussion and Analysis. The amounts of the cash awards for fiscal year 2011, approved by the Compensation Committee at its February 17, 2012 meeting, were paid out in March 2012. None of the Named Executive Officers elected to defer their cash awards for fiscal year 2011 into the Executive Deferred Compensation Plan.

 

(f)   Change in Pension Value and Nonqualified Deferred Compensation Earnings: The amounts reported reflect the change in actuarial present value from fiscal year-end 2010 to fiscal year-end 2011 of each Named Executive Officer’s benefit under the Supplemental Executive Retirement Plan. The present value of the benefit is affected by current earnings, credited years of service, the discount rate used to determine the present value of the benefit, the executive’s age, time until retirement and the age of the executive’s spouse as the potential beneficiary. Because these factors vary by individual, the present value of the benefit increased more for some of the Named Executive Officers than for others. The primary reason for the change in pension value for the Named Executive Officers was a decrease in the discount rate from 5.6% as of the fiscal year ended January 29, 2011 to 4.5% as of the fiscal year ended January 28, 2012. See the Pension Benefits section on page 54 for more information about the Supplemental Executive Retirement Plan.

 

The amounts reported were calculated using the same interest rate and mortality rate assumptions as those used in the Company’s financial statements to calculate the Company’s obligations under the Plan. Assumptions used in the calculation of these amounts are included in Note 7 to the Company’s audited financial statements for the fiscal year ended January 28, 2012, included in the Company’s Form 10-K filed with the SEC on March 16, 2012.

 

Michael Koppel and Daniel Little had account balances in the Executive Deferred Compensation Plan in fiscal year 2011, as shown on page 57. The Company does not offer above market-rate or preferential earnings on deferred compensation, so no amounts for these types of earnings are included in the table.

 

(g)   All Other Compensation: A detailed description of all other compensation paid to the Named Executive Officers is shown in the table below.

 

All Other Compensation in Fiscal Year 2011

 

The following table shows each component of “All Other Compensation” for fiscal year 2011, reported in column (g) of the Summary Compensation Table on page 46, calculated at the aggregate incremental cost to the Company.

 

    Leadership Benefits

  Broad-
Based
Benefits

  Retirement
Benefits

  Other

   
Name  

Financial

Planning
Reimburse-

ment

($) (a)

 

Parking

($) (b)

 

Premium

on

Additional

Medical

Insurance

($) (c)

 

Premium

on Life

Insurance

($) (d)

 

Merchandise

Discount

($) (e)

 

401(k)

Plan

Company

Match

($) (f)

 

Profit

Sharing

($) (g)

 

Aircraft

Use

($) (h)

 

Total

($)

Blake W. Nordstrom

      —       —   5,777   357   62,583   9,800   7,350       —   85,867

Michael G. Koppel

  4,000   2,770   5,777   297   17,532   9,800   7,350   5,098   52,624

Peter E. Nordstrom

      —       —   5,777   332   10,078   9,800   7,350   3,487   36,824

Erik B. Nordstrom

      —       —   5,777   332   41,555   9,800   7,350       —   64,814

Daniel F. Little

  4,000   2,770   5,777   250     9,966   9,800   7,350       —   39,913

 

(a)   Financial Planning Reimbursement: The Company offers reimbursement to the Named Executive Officers for tax preparation and financial and estate planning expenses, up to an annual limit of $4,000.

 

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(b)   Parking: The Company offers to pay up to the tax-free limit established by the Internal Revenue Service (“IRS”) toward parking expenses for the Named Executive Officers. This amount was $230 per month during 2011 and was $240 per month in 2012.

 

(c)   Premium on Additional Medical Insurance: The Company provides health coverage that pays 100% of qualifying out-of-pocket medical, dental and vision expenses that are not reimbursed by other Company-sponsored health plans for the Named Executive Officers and their dependents. The Named Executive Officers are reimbursed up to a calendar year maximum of $10,000 per covered family. The amounts reported are the annual Company-paid premiums for this additional coverage.

 

(d)   Premium on Life Insurance: The Company provides life insurance to the Named Executive Officers in an amount equal to approximately 1.25 times their base salary. The amounts reported are the annual premiums, which vary based on base salary.

 

(e)   Merchandise Discount: The Company provides a merchandise discount to the Named Executive Officers of 33% for purchases at Nordstrom full-line stores, nordstrom.com and through our catalogs, and 20% for purchases at Nordstrom Rack stores and our restaurants. A 40% discount is available at certain times of the year on specified merchandise. The merchandise discount provided to the Named Executive Officers is the same level as for all other eligible management and high-performing non-management employees of the Company. The amounts reported are the total discounts the Named Executive Officers received on their Nordstrom purchases during the fiscal year ended January 28, 2012.

 

(f)   401(k) Plan Company Match: The Company offers a matching contribution on employee 401(k) contributions under the 401(k) Plan & Profit Sharing to the Named Executive Officers. They may defer up to 15% of their eligible pay (i.e., base salary, performance-based bonus and other taxable wages) into the 401(k) component of the Plan, subject to Internal Revenue Code limits. Footnote (a) to the Summary Compensation Table on page 46 notes the amounts the Named Executive Officers contributed to their 401(k) accounts in fiscal year 2011.

 

       Although the matching contribution is discretionary and subject to change, the Company currently matches the executive’s contributions for the Plan year, dollar for dollar, up to 4% of eligible pay. The 2011 calendar year compensation limit for eligible pay was $245,000, as set by the IRS. The maximum Company contribution for each of the Named Executive Officers was $9,800 (4% x $245,000), as reported on page 47.

 

       Contributions under the Plan may be directed to any of 12 customized target retirement date funds or to any of 9 individual investment alternatives, including Common Stock.

 

(g)   Profit Sharing: Each year, the Board has discretion to make a contribution to the Profit Sharing component of the 401(k) Plan & Profit Sharing. Although the contribution is discretionary, the Board’s target annual Profit Sharing contribution is between 1% and 3% of a participant’s eligible pay (i.e., base salary, performance-based bonus and other taxable wages), depending on the participant’s length of service with the Company. The 2011 calendar year compensation limit for eligible pay was $245,000, as set by the IRS. Based on their years of service, the maximum Company contribution for each of the Named Executive Officers was $7,350 (3% x $245,000), as reported on page 47.

 

(h)   Aircraft Use: The Company owns two aircraft which it uses for business purposes. On rare occasions, a Named Executive Officer’s guest or family member accompanies the executive on a business trip on the Company’s aircraft as an additional passenger. Only the direct variable costs (i.e., costs the Company incurs solely as a result of the passenger being on the aircraft) are included in determining the aggregate incremental cost to the Company. When the travel does not meet the IRS standard for business travel, the cost of the travel is imputed as income to the executive. The Company does not reimburse the Named Executive Officers for taxes incurred as a result of the imputed income.

 

       In fiscal year 2011, Michael Koppel’s spouse and son and Peter Nordstrom’s spouse accompanied them on a business trip. The costs reported are the total direct variable costs associated with the executive’s family members and include meals and the tax deductions the Company was not able to take as a result of the nondeductible portion of the aircraft operating costs.

 

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Table of Contents

Grants of Plan-Based

Awards in Fiscal

Year 2011

   The following table discloses the potential range of payouts for:

 

 

non-equity incentive plan awards granted in fiscal year 2011. These awards are performance-based cash bonuses granted under the Executive Management Bonus Plan as described in the Compensation Discussion and Analysis on page 39; and

 

 

equity incentive plan awards granted in fiscal year 2011. These awards are performance share units granted under the 2010 Equity Incentive Plan as described in the Compensation Discussion and Analysis on page 41.

 

The table also discloses:

 

 

the number, price and grant date fair value of stock options granted under the 2010 Equity Incentive Plan in fiscal year 2011; and

 

 

the grant date fair value of performance share units granted under the 2010 Equity Incentive Plan in fiscal year 2011.

 

Name and Award

 

Grant

Date

(a)

   

Approval

Date

   

Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards
(b)

   

Estimated Future
Payouts Under
Equity Incentive
Plan Awards
(c)

   

All
Other

Stock

Awards:

Number
of

Shares
of

Stock
or

Units

(#) (d)

 

All

Other

Option

Awards:

Number of
Securities

Underlying

Options

(#) (e)

 

Exercise
or
Base
Price

of

Option

Awards

($/Sh) (f)

 

Grant
Date
Fair
Value
of
Stock
and
Option
Awards

($) (g)

 
               
               
     

Thres-
hold

($)

   

Target

($)

   

Maxi-
mum

($)

   

Thres-
hold

(#)

   

Target

(#)

   

Maxi-
mum

(#)

         

Blake W. Nordstrom

  

                                                                   

Executive

Management Bonus

                    262,500        1,050,000        2,625,000                                               
Performance Share Unit Award     2/23/2011        2/23/2011                                5,769.75        7,693.00        9,616.25                    343,031   
Stock Option Award     2/25/2011        2/23/2011                                                          70,030   45.49     1,049,750   

Michael G. Koppel

  

                                                                   

Executive

Management Bonus

                    120,000        480,000        1,200,000                                               
Performance Share Unit Award     2/23/2011        2/23/2011                                3,276.75        4,369.00        5,461.25                    194,814   
Stock Option Award     2/25/2011        2/23/2011                                                          39,767   45.49     596,107   

Peter E. Nordstrom

  

                                                                   

Executive

Management Bonus

                    243,750        975,000        2,437,500                                               
Performance Share Unit Award     2/23/2011        2/23/2011                                5,358.00        7,144.00        8,930.00                    318,551   
Stock Option Award     2/25/2011        2/23/2011                                                          65,028   45.49     974,770   

Erik B. Nordstrom

  

                                                                   

Executive

Management Bonus

                    243,750        975,000        2,437,500                                               
Performance Share Unit Award     2/23/2011        2/23/2011                                5,358.00        7,144.00        8,930.00                    318,551   
Stock Option Award     2/25/2011        2/23/2011                                                          65,028   45.49     974,770   

Daniel F. Little

  

                                                                   

Executive

Management Bonus

                    100,000        400,000        1,000,000                                               
Performance Share Unit Award     2/23/2011        2/23/2011                                2,844.00        3,792.00        4,740.00                    169,085   
Stock Option Award     2/25/2011        2/23/2011                                                          34,514   45.49     517,365   

 

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(a)   Grant Date: The grant date for stock options is the first open-window trading day that falls on or after the Compensation Committee’s approval of the grant. The grant date for performance share units is the approval date.

 

(b)   Estimated Future Payouts Under Non-Equity Incentive Plan Awards: The amounts shown report the range of possible cash payouts for fiscal year 2011 associated with established levels of performance under the Executive Management Bonus Plan. The amounts shown in the “Threshold,” “Target” and “Maximum” columns reflect the payout opportunity associated with established levels of performance, as indicated in the Fiscal Year 2011 EBIT Milestones and Achievement table on page 41. Payout is only made if the minimum performance milestone is achieved.

 

       Although the column heading refers to future payouts, the performance-based bonuses have already been earned and paid to the Named Executive Officers. These cash payments are reported in the Summary Compensation Table on page 46, in column (e), “Non-Equity Incentive Plan Compensation.”

 

(c)   Estimated Future Payouts Under Equity Incentive Plan Awards: The numbers shown report the range of potential performance share unit payouts for the three-year performance cycle of the 2011 grant, beginning January 30, 2011 and ending February 1, 2014. Payouts are shown in units at 75%, 100% and 125% of the number of performance share units granted.

 

(d)   All Other Stock Awards: Number of Shares of Stock or Units: The Company did not grant any Common Stock to the Named Executive Officers during the fiscal year ended January 28, 2012.

 

(e)   All Other Option Awards: Number of Securities Underlying Options: The numbers shown report the number of stock options granted in fiscal year 2011 to the Named Executive Officers. These stock options vest and become exercisable in four equal annual installments beginning one year from the date of grant. For more information about long-term incentive grant practices, see the Compensation Discussion and Analysis on page 41.

 

       Under the 2010 Equity Incentive Plan, the Compensation Committee may grant different types of equity, including stock options, stock appreciation rights, unrestricted shares, restricted shares, restricted stock units and performance share units. In fiscal year 2011, the Named Executive Officers were granted stock options and performance share units.

 

(f)   Exercise or Base Price of Option Awards: The exercise price of the stock options granted in fiscal year 2011 of $45.49 is the fair market value at the closing price of Common Stock on the grant date, February 25, 2011.

 

(g)   Grant Date Fair Value of Stock and Option Awards: The grant date fair value of the stock options and performance share units is calculated in accordance with ASC 718.

 

       The value for performance share units is calculated by multiplying the number of performance share units granted by the closing price of Common Stock on the date of grant, which was $44.59. This is not the value received. The actual value the Named Executive Officers may receive will depend on whether the performance criteria are met and Nordstrom stock price at the end of the performance cycle.

 

       The value for stock options is calculated by multiplying the number of options awarded by the fair value of an option for the fiscal year 2011 grant, which was $14.99. The Named Executive Officers will only realize value from the stock options if Nordstrom stock price increases above the grant price of $45.49. The actual value received by the Named Executive Officers will be the difference between the stock price at a future date when the stock options are exercised, and the grant price of $45.49.

 

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Outstanding Equity Awards at Fiscal

Year-End 2011

   The following table provides information on the current holdings of stock options and stock awards by the Named Executive Officers as of the fiscal year ended January 28, 2012. The table includes unexercised and unvested stock options and performance share units with time remaining in their three-year performance

cycles. The vesting schedule for outstanding stock options and additional information about the outstanding performance share units is shown on page 53. Information about the amount of Common Stock beneficially owned by the Named Executive Officers is shown in the Beneficial Ownership Table on page 66.

 

    Option Awards

    Stock Awards

Name         Number of
Securities
Underlying
Unexercised
Options
(#)
 

Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options

(#) (a)

  Option
Exercise
Price
($)
    Option
Expiration
Date
   

Number

of

Shares
or Units
of Stock

That
Have Not
Vested

(#) (b)

 

Market
Value

of
Shares

or
Units of
Stock

That
Have Not
Vested

($) (c)

 

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not
Vested

(#) (d)

 

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested

($) (e)

  Grant
Date
    Exercisable   Unexercisable              

Blake W. Nordstrom

    3/5/2003      87,500          —           8.85 (f)      3/5/2013                   
      2/25/2004      80,522          —         19.56        2/25/2014                   
      2/23/2005      67,502          —         26.01        2/23/2015                   
      2/22/2006      49,048          —         40.27        2/22/2016                   
      3/1/2007      40,011          —         53.63        3/1/2017                   
      2/28/2008      38,886   12,961         38.02        2/27/2018                   
      2/27/2009      59,414   59,414         13.47        2/27/2019                   
      2/26/2010      19,511   58,535         36.94        2/26/2020                   
      2/25/2011             —   70,030         45.49        2/25/2021                   
                                                16,722.50   811,877

Michael G. Koppel

    2/18/2003      87,214          —         8.85        2/18/2013                   
      2/25/2004      44,286          —         19.56        2/25/2014                   
      2/23/2005      37,126          —         26.01        2/23/2015                   
      2/22/2006      28,728          —         40.27        2/22/2016                   
      3/1/2007      25,150          —         53.63        3/1/2017                   
      2/28/2008      26,664   8,889         38.02        2/27/2018                   
      2/27/2009      40,740   40,742         13.47        2/27/2019                   
      2/26/2010      10,034   30,104         36.94        2/26/2020                   
      2/25/2011             —   39,767         45.49        2/25/2021                   
                                                9,116.00   442,582

Peter E. Nordstrom

    2/25/2004      46,012          —         19.56        2/25/2014                   
      2/23/2005      40,984          —         26.01        2/23/2015                   
      2/22/2006      31,531          —         40.27        2/22/2016                   
      3/1/2007      28,007          —         53.63        3/1/2017                   
      2/28/2008      36,108   12,036         38.02        2/27/2018                   
      2/27/2009      55,170   55,170         13.47        2/27/2019                   
      2/26/2010      18,118   54,354         36.94        2/26/2020                   
      2/25/2011             —   65,028         45.49        2/25/2021                   
                                                15,528.50   753,909

Erik B. Nordstrom

    2/18/2003      62,296          —         8.85        2/18/2013                   
      2/25/2004      46,012          —         19.56        2/25/2014                   
      2/23/2005      40,984          —         26.01        2/23/2015                   
      2/22/2006      31,531          —         40.27        2/22/2016                   
      3/1/2007      28,007          —         53.63        3/1/2017                   
      2/28/2008      36,108   12,036         38.02        2/27/2018                   
      2/27/2009      55,170   55,170         13.47        2/27/2019                   
      2/26/2010      18,118   54,354         36.94        2/26/2020                   
      2/25/2011             —   65,028         45.49        2/25/2021                   
                                                15,528.50   753,909

Daniel F. Little

    2/25/2004      37,384          —         19.56        2/25/2014                   
      2/23/2005      33,750          —         26.01        2/23/2015                   
      2/22/2006      25,225          —         40.27        2/22/2016                   
      3/1/2007      22,292          —         53.63        3/1/2017                   
      2/28/2008      23,331   7,777         38.02        2/27/2018                   
      2/27/2009      35,648   35,649         13.47        2/27/2019                   
      2/26/2010      8,780   26,341         36.94        2/26/2020                   
      2/25/2011             —   34,514         45.49        2/25/2021                   
                                                7,938.00   385,390

 

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(a)   Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options: The Company does not have any outstanding performance-based stock options.

 

(b)   Number of Shares or Units of Stock That Have Not Vested: None of the Named Executive Officers have outstanding restricted stock awards.

 

(c)   Market Value of Shares or Units of Stock That Have Not Vested: None of the Named Executive Officers have outstanding restricted stock awards.

 

(d)   Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested: The numbers reported are the outstanding performance share units granted in fiscal years 2010 and 2011. Both of these grants have time remaining in their three-year performance cycles. If the performance cycles for these grants had ended as of the close of fiscal year 2011, 0% of the number of performance share units granted in fiscal year 2010 would have been earned, and 100% of the number granted in fiscal year 2011 would have been earned.

 

       As required to be disclosed, the number of estimated shares reported for the 2010 grant is based on achieving the threshold level of performance, which pays out at 75% of the number granted. The number of estimated shares reported for the 2011 grant is based on achieving the maximum level of performance, which pays out at 125% of the number granted, as shown in the Performance Share Unit Vesting Schedule on page 42. See the Outstanding Equity Awards: Performance Share Units table on page 53 for detailed information about these awards.

 

(e)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested: The amounts reported relate to the outstanding performance share units granted in fiscal years 2010 and 2011. Both of these grants have time remaining in their three-year performance cycles. If the performance cycles for these grants had ended as of the close of fiscal year 2011, 0% of the number of performance share units granted in fiscal year 2010 would have been earned, and 100% of the number granted in fiscal year 2011 would have been earned.

 

       As required to be disclosed, the payout values reported are based on achieving the threshold level of performance for the 2010 grant, which pays out at 75% of the number granted, and the maximum level of performance for the 2011 grant, which pays out at 125% of the number granted. The value of estimated payouts has been calculated using the closing price of Common Stock on January 27, 2012, the last market trading day of the fiscal year, of $48.55. See the Outstanding Equity Awards: Performance Share Units table on page 53 for detailed information about these awards.

 

(f)   2003 Annual Grant for Blake Nordstrom: The Company’s normal practice is for all annual grants to be approved by the Compensation Committee at regularly scheduled Committee meetings. However, the 2003 annual grant for Blake Nordstrom was approved after the regularly scheduled Committee meeting, as the Compensation Committee required additional time to finalize his 2003 compensation package. So that Blake Nordstrom would not receive any advantage with respect to exercise price, his grant was approved with an exercise price equal to the greater of the closing price of Common Stock on the Committee approval date of March 5, 2003, or on February 18, 2003, the date of the annual grant for all other eligible employees. The closing price was higher on February 18, 2003, so the exercise price of Blake Nordstrom’s 2003 annual grant was the same as for all other eligible employees.

 

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Outstanding Equity Awards: Stock Option Vesting Schedule

 

The following table shows the grant date, vesting schedule and expiration date for all unvested stock options as of the fiscal year ended January 28, 2012. All stock option grants have a four-year vesting schedule of 25% per year and a 10-year term.

 

Grant Date      Vesting Schedule    Expiration Date

2/28/2008

     25% per year with a remaining vesting date of 2/28/2012        2/27/2018  

2/27/2009

     25% per year with remaining vesting dates of 2/27/2012 and 2/27/2013        2/27/2019  

2/26/2010

     25% per year with remaining vesting dates of 2/26/2012, 2/26/2013 and 2/26/2014        2/26/2020  

2/25/2011

     25% per year with vesting dates of 2/25/2012, 2/25/2013, 2/25/2014 and 2/25/2015        2/25/2021  

 

Outstanding Equity Awards: Performance Share Units

 

The following table shows the detail for the outstanding performance share units that were granted in fiscal year 2010 under the 2004 Equity Incentive Plan and fiscal year 2011 under the 2010 Equity Incentive Plan. The number and value of these outstanding performance share units are shown in columns (d) and (e) of the Outstanding Equity Awards at Fiscal Year-End 2011 table on page 51. These 2010 and 2011 performance share unit grants have one and two years remaining in their three-year performance cycles, respectively. More information about performance share units and long-term incentive grant practices is provided in the Compensation Discussion and Analysis on page 41.

 

    

Three Year

Performance
Cycle

(a)

    

Estimated Shares
(at 75% of the Number
Granted for the 2010 Grant
and 125% of the Number
Granted for the 2011 Grant)

(#) (b)

     Value of
Estimated
Payout
($) (c)
Name             

Blake W. Nordstrom

      

 

1/31/2010 – 2/2/2013

1/30/2011 – 2/1/2014

 

 

     7,106.25

9,616.25

        

 

345,008

466,869

 

 

Michael G. Koppel

      

 

1/31/2010 – 2/2/2013

1/30/2011 – 2/1/2014

 

 

     3,654.75

5,461.25

        

 

177,438

265,144

 

 

Peter E. Nordstrom

      

 

1/31/2010 – 2/2/2013

1/30/2011 – 2/1/2014

 

 

     6,598.50

8,930.00

        

 

320,357

433,552

 

 

Erik B. Nordstrom

      

 

1/31/2010 – 2/2/2013

1/30/2011 – 2/1/2014

 

 

     6,598.50

8,930.00

        

 

320,357

433,552

 

 

Daniel F. Little

      

 

1/31/2010 – 2/2/2013

1/30/2011 – 2/1/2014

 

 

     3,198.00
4,740.00
        
 
155,263
230,127
 
 

 

(a)   Performance Cycle: The performance share units are earned on the last day of the three-year performance cycle if performance criteria have been met and become vested when the results have been certified by the Compensation Committee.

 

(b)   Estimated Shares: Both of these grants have time remaining in their three-year performance cycles. If the performance cycles for these grants had ended as of the close of fiscal year 2011, 0% of the number of performance share units granted in fiscal year 2010 would have been earned, and 100% of the number granted in fiscal year 2011 would have been earned.

 

As required to be disclosed, the number of estimated shares reported for the 2010 grant is based on achieving the threshold level of performance, which pays out at 75% of the number granted, and the number of estimated shares reported for the 2011 grant is based on achieving the maximum level of performance, which pays out at 125% of the number granted.

 

(c)  

Value of Estimated Payout: The value of estimated performance share unit payouts is calculated using the closing price of Common Stock on January 27, 2012, the last market trading day of the fiscal year, of $48.55, and a payout at 75% of the number granted for the 2010 grant and 125% of the number granted for

 

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the 2011 grant. The payout estimate does not include estimated dividend amounts as the Company does not pay dividends on unvested performance share units.

 

Option Exercises and Stock Vested in Fiscal Year 2011    The following table provides information for the Named Executive Officers on:

 

 

the number of shares of Common Stock acquired and value realized from stock option exercises in fiscal year 2011; and

 

 

the number of shares of Common Stock acquired and value realized from performance share units that vested with respect to fiscal year 2011.

 

     Option Awards

   Stock Awards

Name   

Number of Shares

Acquired on Exercise

(#)

  

Value Realized on
Exercise

($) (a)

  

Number of Shares

Acquired on Vesting

(#) (b)

  

Value Realized on
Vesting

($) (c)

Blake W. Nordstrom

   106,466    3,769,546    19,488    946,142

Michael G. Koppel

     57,670    2,169,199    13,363    648,774

Peter E. Nordstrom

     52,106    1,842,630    18,096    878,561

Erik B. Nordstrom

     62,378    2,320,291    18,096    878,561

Daniel F. Little

     18,692       676,509    11,693    567,695

 

(a)   Value Realized on Exercise: The amount realized equals the aggregate difference between the fair market value of Common Stock on the dates of exercise and the grant prices, multiplied by the number of shares acquired on exercise.

 

(b)   Number of Shares Acquired on Vesting: The performance share units granted in 2009 vested at 100% of target based on Nordstrom total shareholder return relative to other companies in our peer group, as described in the Compensation Discussion and Analysis on page 42. Therefore, the number of shares acquired on vesting is equal to the number of shares granted.

 

(c)   Value Realized on Vesting: The amount realized equals the number of shares of Common Stock acquired at vesting, multiplied by $48.55, the closing price of Common Stock on January 27, 2012, the last market trading day of the three-year performance cycle. Vested performance share units are paid in shares of Common Stock or cash at the election of the executives. Prior to vesting, in accordance with the requirements of Internal Revenue Code Section 409A, executives may also elect to defer their vested performance share units into the Executive Deferred Compensation Plan. All of the Named Executive Officers elected to receive 100% of their 2011 payouts in cash.

 

Pension Benefits    The Supplemental Executive Retirement Plan (“SERP”) is designed to encourage designated executives to stay with Nordstrom throughout their careers and to reward their significant and sustained contribution to the Company’s success by adding to their financial security upon retirement. The Named Executive Officers are eligible for a full SERP benefit at age 58. The full

retirement benefit is equal to 1.6% multiplied by final average pay and the executive’s years of credited service, up to a maximum of 25 years. Executives may retire early, between the ages of 53 and 57 with at least 10 years of credited service and with prior approval by the Board, and receive a reduced benefit. The early retirement benefit is reduced 10% for each year that the retirement age is less than 58.

 

Final average pay is the average base salary and annual performance-based cash bonus of the highest 36 months over the longer of:

 

 

the most recent five years of service; or

 

 

the entire period of service after the executive’s 53rd birthday.

 

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There is no offset or reduction in the Named Executive Officers’ SERP benefit for Social Security or other Company retirement benefits such as the 401(k) Plan & Profit Sharing.

 

The annual SERP benefit is paid upon retirement for the remaining life of the executive with a 50% annuity paid to a surviving spouse or life partner after the executive’s death. A surviving spouse or life partner also receives a 50% survivor benefit if the executive dies before retiring. The amount of this benefit depends on the executive’s age and years of credited service at the time of death.

 

The SERP provides that no benefit will be paid to an executive whose employment is terminated for cause. The Compensation Committee has discretion to discontinue payment of benefits under the SERP if the retired executive is found to have engaged in misconduct or in competitive behavior against the Company.

 

Information about payment of the SERP benefit related to change in control is provided in footnote (b) to the Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2011 table on page 61.

 

The SERP is a non-qualified deferred compensation plan. Unlike qualified retirement plans, which are subject to strict funding rules, the Company is not obligated to fund the SERP. However, the Company does set aside funds to assist in the payment of future benefit obligations. See Note 7 in the Company’s Form 10-K filed with the SEC on March 16, 2012 for a discussion of the benefit obligation.

 

Fiscal Year 2011 Pension Benefits
Table
  The following table shows the present value of accumulated SERP benefits payable to each of the Named Executive Officers, based on the number of years of service credited under the Plan to each Named Executive Officer and actuarial assumptions consistent with those used in the Company’s financial

statements to calculate the Company’s obligations under the Plan. See Note 7 in the Company’s Form 10-K filed with the SEC on March 16, 2012 for a discussion of the benefit obligation and assumptions used.

 

Name    Plan Name   

Number of Years

Credited Service

(#) (a)

  

Present Value

of Accumulated

Benefit

($) (b)

  

Payments During Last

Fiscal Year

($)

Blake W. Nordstrom

   Supplemental Executive

Retirement Plan

   25 years    10,800,378   

Michael G. Koppel

   Supplemental Executive

Retirement Plan

   22 years      6,570,739   

Peter E. Nordstrom

   Supplemental Executive

Retirement Plan

   25 years      9,760,602   

Erik B. Nordstrom

   Supplemental Executive

Retirement Plan

   25 years      8,717,319   

Daniel F. Little

   Supplemental Executive

Retirement Plan

   12 years      2,322,973   

 

(a)   Number of Years Credited Service: The number of years of credited service under the SERP is capped at 25. At one time, the Compensation Committee granted additional years of service to select executives hired mid-career so that they could earn the full 25 years of service by the time they reached the retirement age of 58. Michael Koppel and Daniel Little received this grant of additional years of service and will earn the equivalent of 25 years of service at a retirement age of 58, if they stay with the Company until that time. Ten of Michael Koppel’s 22 years and 2 of Daniel Little’s 12 years are additional years of service. This practice of granting additional years of service was discontinued in 2005.

 

(b)   Present Value of Accumulated Benefit: The amounts shown are based on a retirement age of 58. Blake, Peter and Erik Nordstrom and Daniel Little are not currently entitled to receive any amounts because such amounts are not vested and the executives are not the minimum retirement age of 53. Michael Koppel has met the minimum retirement age of 53 with at least 10 years of service and would be eligible for early retirement with prior approval from the Board. If the Board approved early retirement, he would be entitled to receive a reduced SERP benefit with a present value as of the end of the fiscal year of $5,574,005, as reported in the Potential Payments Upon Termination or Change of Control table on page 59.

 

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Nonqualified Deferred Compensation   The Company offers the Executive Deferred Compensation Plan (“EDCP”) to designated leadership-level employees, including the Named Executive Officers, with a minimum base salary of $85,000. Under this Plan, a participant may defer

up to 100% of base salary in excess of $50,000, up to 100% of an annual performance-based bonus and up to 100% of any vested performance share units (less applicable payroll taxes).

 

Deferral elections generally are irrevocable and are made in compliance with Section 409A of the Internal Revenue Code. If a participant’s EDCP deferrals cause a reduction in the Company’s 401(k) match or Profit Sharing contribution, the Company may deposit a make-up contribution into the participant’s EDCP account. No other Company contributions or matches are made. The participating Named Executive Officers did not receive make-up contributions in the fiscal year ended January 28, 2012, because the Company’s contributions to their 401(k) Plan & Profit Sharing were not reduced due to any deferrals into the EDCP.

 

Plan participants may direct their cash deferrals to any of 16 deemed investment alternatives and may change their investment allocations daily. The deemed investment alternatives do not include Common Stock. Gains and losses for cash deferrals are credited to participant accounts daily, based on their investment elections. The value of deferred performance share units is based on the price of Common Stock. The following table shows the investment choices available under the Plan and annual rates of return for the Plan year ended December 31, 2011, as reported by the third-party administrator of the Plan.

 

Deemed Investment Choices and Returns Under the EDCP

 

Asset Class   Fund Name   

One Year Annualized

Average Return for the
Plan Year Ended
December 31, 2011

(%)

Core Bonds  

PIMCO VIT Total Return – Administrative Shares

         3.61  
International Developed Markets  

AllianceBernstein VPS International Value – Class A Shares

Fidelity VIP Overseas – Initial Class

Invesco V.I. International Growth – Series I Shares

      

 

 

-19.25

-17.16

-6.74

 

 

 

Large Cap Blend  

Davis Value

Fidelity VIP Index 500 – Initial Class

      

 

-4.17

  2.04

 

 

Large Cap Growth  

Janus Aspen Series Forty – Institutional Shares

       -6.69  
Mid Cap Blend  

MainStay VP Mid Cap Core – Initial Class

       -2.99  
Mid Cap Growth  

Janus Aspen Series Enterprise – Institutional Shares

       -1.42  
Money Market  

Fidelity VIP Money Market – Initial Class

         0.11  
Multi-Asset Domestic  

Janus Aspen Series Balanced – Institutional Shares

         1.64  
Sector  

MFS VIT Utilities Series – Initial Class

Dreyfus IP Technology Growth – Initial Shares

      

 

  6.78

-7.78

 

 

Small Cap Blend  

Royce Small Cap – Investment Class

       -3.28  
Small Cap Growth  

LVIP Baron Growth Opportunities – Service Class

         4.02  
Specialty Bonds  

MainStay VP High Yield Corporate Bond – Initial Class

         6.26  

 

Participants in the EDCP may elect to receive scheduled in-service distributions, and annual installments or lump sum distributions at retirement. The distribution elections are made in compliance with Section 409A of the Internal Revenue Code. If participants separate from the Company prior to retirement, their account balances are paid out in a lump sum at termination. In certain types of unforeseeable financial emergencies, such as illness or casualty losses, hardship distributions may be allowed after review by the Plan’s internal Administrative Committee. There have been no hardship distributions since the Plan has been in place.

 

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If a participant dies while employed by the Company, the beneficiary receives in a lump sum:

 

 

the participant’s undistributed account balance; and

 

 

two times any deferrals, excluding any earnings on the deferrals, made by the participant through December 31, 2007.

 

The death benefit of two times deferrals was an EDCP provision that was originally added to supplement an executive’s life insurance benefit. All eligible employees, including those eligible for the EDCP, have the opportunity to purchase additional life insurance during open enrollment for the Company’s group term life insurance plan. As a result, in 2006 the Board approved a change to discontinue the death benefit of two times deferrals for any deferrals made after December 31, 2007.

 

The EDCP is a non-qualified deferred compensation plan. Unlike qualified retirement plans, which are subject to strict funding rules, the Company is not obligated to fund the EDCP. However, the Company has set aside funds to pay for future benefit obligations.

 

Fiscal Year 2011 Nonqualified Deferred Compensation Table   The following table discloses information on nonqualified deferred compensation for the Named Executive Officers under the Company’s EDCP for the fiscal year ended January 28, 2012. The Company’s SERP is also a nonqualified plan. Information regarding benefits payable to Named Executive Officers under the SERP is provided on page 54.

 

Name   

Executive
Contributions in
Last Fiscal Year

($) (a)

    

Registrant
Contributions
in Last Fiscal
Year

($) (b)

    

Aggregate

Earnings in

Last Fiscal Year

($) (c)

    

Aggregate

Withdrawals /

Distributions

($) (d)

    

Aggregate
Balance at

Last Fiscal
Year-End

($) (e)

 

Blake W. Nordstrom

                                       

Michael G. Koppel

                     204,114                 2,183,178   

Peter E. Nordstrom

                                       

Erik B. Nordstrom

                                       

Daniel F. Little

                     189,637                 1,411,594   

 

(a)   Executive Contributions in Last Fiscal Year: None of the Named Executive Officers elected to contribute to the EDCP during the fiscal year ended January 28, 2012.

 

(b)   Registrant Contributions in Last Fiscal Year: The Company did not make any make-up contributions to the Named Executive Officers’ EDCP accounts during the fiscal year ended January 28, 2012.

 

(c)   Aggregate Earnings in Last Fiscal Year: The amounts include the total interest or other earnings accrued on the entire EDCP account balances, including deferred performance share units, during the fiscal year ended January 28, 2012.

 

(d)   Aggregate Withdrawals/Distributions: The Named Executive Officers did not have any withdrawals or distributions from their EDCP accounts during the fiscal year ended January 28, 2012.

 

(e)   Aggregate Balance at Last Fiscal Year-End: The amounts shown are the total EDCP balances, including earnings on deferrals, as of January 28, 2012. Excluding earnings on deferrals, the amounts shown have been previously disclosed in the Summary Compensation Table in our prior Proxy Statements.

 

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Potential Payments
Upon Termination or Change In Control
  The information on the following pages describes and quantifies certain amounts that would become payable under existing compensation plans if the Named Executive Officers’ employment had terminated on January 28, 2012, the last day of the fiscal year. The amounts are based on each executive’s

compensation and years of service as of that date and, if applicable, based on the closing price of Common Stock on January 27, 2012, the last market trading day of the fiscal year, of $48.55. The estimates are based on all relevant plans effective at the end of the fiscal year and information available at that time. Actual values would reflect specific circumstances at the time of any termination, the plans and provisions effective if and when a termination event occurs and any other applicable factors.

 

Employment Agreements

 

The Company does not have employment agreements with any Nordstrom employees, including the Named Executive Officers. Except as described on the following pages, there are no agreements, arrangements or plans that entitle the Named Executive Officers to enhanced benefits upon termination of their employment.

 

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Termination Scenarios

 

The following table shows various termination scenarios that would trigger payments under the Company’s compensation plans.

 

Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2011

 

Name and Potential Payment   

Death

($)

  

Disability

($)

  

Retirement

($)

  

Termination
without
Cause

($)

  

Change
in
Control

($)

Blake W. Nordstrom

                                                      

Continued or Accelerated Vesting of Equity Awards (a)

       3,237,968          3,237,968                             

Vested SERP Benefit (b)

       3,537,563                                      

Executive Deferred Compensation Plan Survivor Benefit (c)

                                            

Life Insurance Proceeds (d)

       876,000                                      

Retiree Health Care Benefit (e)

                                            

Separation Benefit (f)

                                            

Executive Management Bonus (g)

                                            

Total Value of Incremental Benefits

       7,651,531          3,237,968                             

Michael G. Koppel

                                                      

Continued or Accelerated Vesting of Equity Awards (a)

       2,064,085          2,064,085          2,064,085          2,064,085           

Vested SERP Benefit (b)

       2,765,818                   5,574,005          5,574,005           

Executive Deferred Compensation Plan Survivor Benefit (c)

       2,026,920                                      

Life Insurance Proceeds (d)

       750,000                                      

Retiree Health Care Benefit (e)

       172,054          397,754          397,754          397,754           

Separation Benefit (f)

                                  272,140           

Executive Management Bonus (g)

                                            

Total Value of Incremental Benefits

       7,778,877          2,461,839          8,035,844          8,307,984           

Peter E. Nordstrom

                                                      

Continued or Accelerated Vesting of Equity Awards (a)

       3,006,697          3,006,697                             

Vested SERP Benefit (b)

       3,309,570                                      

Executive Deferred Compensation Plan Survivor Benefit (c)

                                            

Life Insurance Proceeds (d)

       813,000                                      

Retiree Health Care Benefit (e)

                                            

Separation Benefit (f)

                                            

Executive Management Bonus (g)

                                            

Total Value of Incremental Benefits

       7,129,267          3,006,697                             

Erik B. Nordstrom

                                                      

Continued or Accelerated Vesting of Equity Awards (a)

       3,006,697          3,006,697                             

Vested SERP Benefit (b)

       2,796,206                                      

Executive Deferred Compensation Plan Survivor Benefit (c)

                                            

Life Insurance Proceeds (d)

       813,000                                      

Retiree Health Care Benefit (e)

                                            

Separation Benefit (f)

                                            

Executive Management Bonus (g)

                                            

Total Value of Incremental Benefits

       6,615,903          3,006,697                             

Daniel F. Little

                                                      

Continued or Accelerated Vesting of Equity Awards (a)

       1,804,698          1,804,698                             

Vested SERP Benefit (b)

       745,126                                      

Executive Deferred Compensation Plan Survivor Benefit (c)

       2,378,047                                      

Life Insurance Proceeds (d)

       626,000                                      

Retiree Health Care Benefit (e)

                                            

Separation Benefit (f)

                                  391,520           

Executive Management Bonus (g)

                                            

Total Value of Incremental Benefits

       5,553,871          1,804,698                   391,520           

 

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(a)   Continued or Accelerated Vesting of Equity Awards: As of the end of fiscal year 2011, the Named Executive Officers had outstanding equity awards under the 1997 Stock Option Plan and the 2004 and 2010 Equity Incentive Plans. Treatment of the awards under various termination scenarios is described below.

 

Stock Options

 

Death, Disability, Retirement or Termination without Cause

 

Except as noted below for stock option grants after 2008, the stock option agreements under the 1997 Stock Option Plan and the 2004 Equity Incentive Plan provide that if a participant’s employment is terminated by reason of death, disability or retirement, stock options granted more than six months prior to termination will continue to vest and may be exercised during the period ending four years after termination, provided the 10-year term of the grant has not expired.

 

Beginning with the 2009 stock option grant, the stock option agreements provide that if a participant’s employment is terminated by reason of death or disability, stock options granted more than six months prior to the termination event will immediately vest and may be exercised during the period ending four years after termination, provided the 10-year term of the grant has not expired.

 

The amounts shown in the table for the Death and Disability termination scenarios include the values, as of the end of fiscal year 2011, of unvested stock options that would continue to vest or immediately vest and be exercisable during the period ending four years after termination.

 

The amounts shown in the table for the Retirement and Termination without Cause termination scenarios for Michael Koppel include the value, as of the end of fiscal year 2011, of unvested stock options that would continue to vest and be exercisable during the period ending four years after termination. Michael Koppel is the only Named Executive Officer who would qualify for this continued vesting upon retirement as of the end of the fiscal year since he has reached the minimum retirement age of 53 with at least 10 years of service.

 

Beginning with the 2008 stock option grant, if, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any confidential or proprietary information of the Company, then the post-separation vesting and exercise rights will cease immediately and all outstanding vested and unvested options under such grants will be automatically forfeited.

 

Change in Control

 

Although the Named Executive Officers are not entitled to any payment or accelerated benefit upon a change in control with respect to their awards under the 2004 Equity Incentive Plan, the terms of that Plan provide the Compensation Committee with discretion to determine at the time of granting stock options or thereafter, that stock options will become immediately exercisable in the event of a change in control of the Company. Generally, a change in control occurs upon:

 

   

the merger or consolidation of the Company with or into another entity;

 

   

the sale, transfer or other disposition of all or substantially all the Company’s assets;

 

   

a change in composition of 50% or more of the Board; or

 

   

any transaction as a result of which any person is the “beneficial owner” of securities of the Company representing at least 25% of the total voting power of the Company’s outstanding voting securities.

 

Under the 2010 Equity Incentive Plan, accelerated vesting is allowed only in the event that the executive experiences a qualifying termination within 12 months following a change in control of the Company.

 

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Performance Share Units

 

Death, Disability, Retirement or Termination without Cause

 

The 2010 performance share unit agreement under the 2004 Equity Incentive Plan and the 2011 performance share unit agreement under the 2010 Equity Incentive Plan provide that if the participant’s employment is terminated before the end of a performance cycle by reason of death, disability or retirement, the participant, or participant’s beneficiary, will be entitled to a prorated payment, based on the period of time the executive worked during the performance cycle, with respect to any performance share units granted more than six months prior to termination that were earned during the performance cycle.

 

The amounts shown in the table include the value of unvested performance share units that would be prorated and paid as a lump sum at the end of the performance cycle in the event of the Named Executive Officer’s death or disability, assuming the performance conditions were met. In the case of Michael Koppel, because he has met the minimum retirement age of 53 with at least 10 years of service, these amounts would also be payable in the event of his retirement or termination without cause, assuming the performance conditions were met. Both the 2010 and 2011 grants have time remaining in their three-year performance cycles. If the performance cycles for these grants had ended as of the close of fiscal year 2011, 0% of the number of performance share units granted in fiscal year 2010 would have been earned and 100% of the number granted in fiscal year 2011 would have been earned. Therefore, the amounts in the table are based on no payout for the 2010 grant, and a payout at 100% of the prorated number for the 2011 grant.

 

If, during the term of any outstanding performance cycles and regardless of whether the executive is then employed by the Company, the executive engages in any business competitive with the Company or divulges or improperly uses any confidential or proprietary information of the Company, then all outstanding portions of the performance share unit awards will be automatically forfeited.

 

Change in Control

 

As with the option awards under the 2004 Equity Incentive Plan described on page 60 under Change in Control, the Named Executive Officers are not entitled to any payment or accelerated benefit upon a change in control with respect to their performance share units awarded under the 2004 Equity Incentive Plan. However, the Compensation Committee has discretion to determine at the time of grant or thereafter, that all or a portion of the performance share units will become vested in the event of a change in control of the Company. The Compensation Committee may also make this determination in the event the executive is subject to an involuntary termination after a change in control.

 

As stated on page 60 under Change in Control, under the 2010 Equity Incentive Plan, accelerated vesting is allowed only in the event that the executive experiences a qualifying termination within 12 months following a change in control of the Company.

 

(b)   Vested SERP Benefit: The annual SERP benefit is paid upon retirement for the remaining life of the executive with a 50% survivor annuity paid to the surviving spouse or life partner for their life after the executive’s death, as described in the Pension Benefits section on page 54.

 

Death

 

The amounts shown for the Death termination scenario are the present value of the 50% survivor annuity, payable in semi-monthly installments to the spouse or life partner of the executive, assuming the payments would begin on the date on which the executive would have attained minimum retirement age of 53, or the executive’s actual age, if older, and would continue for the remaining lifetime of the spouse or life partner. There would be no immediate payment of the benefit if the date of death preceded the executive’s earliest retirement age of 53.

 

Retirement or Termination without Cause

 

The amounts shown in the table for the Retirement and Termination without Cause termination scenarios for Michael Koppel are the present value of his reduced SERP benefit, payable in semi-monthly installments,

 

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assuming the payments would begin as of the end of fiscal year 2011. Michael Koppel has met the minimum retirement age of 53 with at least 10 years of service and would be eligible for early retirement with prior approval from the Board. If the Board approved early retirement, he would be entitled to receive a reduced SERP benefit, as described in the Pension Benefits section on page 54.

 

Change in Control

 

No benefits are paid solely due to a change in control, although a change in control triggers immediate vesting and an obligation for the Company to fully fund accrued benefits through a trust. If an executive was separated from the Company after a change in control, a deferred annuity would be payable upon the executive reaching retirement age. If the separation occurred before the executive’s retirement age of 58, the benefit would be paid as a reduced early retirement benefit at age 53, or the executive’s actual age, if older. In this case, the requirement for Board approval of the early retirement is waived. Assuming the earliest retirement age without benefit reduction for age or service, the present value of this benefit at fiscal year end would be as shown in the Fiscal Year 2011 Pension Benefits Table on page 55, column (b), “Present Value of Accumulated Benefit.”