UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 4, 2015
NORDSTROM, INC.
(Exact name of registrant as specified in its charter)
Washington | 001-15059 | 91-0515058 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1617 Sixth Avenue, Seattle, Washington | 98101 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code (206) 628-2111
Inapplicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 4, 2015, the Board of Directors of Nordstrom, Inc. (the “Company”) appointed Blake W. Nordstrom, Erik B. Nordstrom and Peter E. Nordstrom to the roles of Co-President of the Company. Previously, Blake Nordstrom served as President, Erik Nordstrom served as Executive Vice President and President - Nordstrom.com, and Peter Nordstrom served as Executive Vice President and President - Merchandising. Each of Blake, Erik and Peter Nordstrom was previously a Named Executive Officer of the Company, and the foregoing appointment did not result in any change in salary, benefits or other compensatory arrangement with respect to these officers. Accordingly, the information required by this Item 5.02(c) with respect to Regulation S-K Item 401(b), (d) and (e), and Regulation S-K Item 404(4) is hereby incorporated by reference to the Company’s Current Report on Form 8-K dated February 19, 2015, as subsequently amended, and the Company’s Proxy Statement dated March 26, 2015.
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of the Company held on May 5, 2015, the shareholders voted on the election of each of the Company’s thirteen nominees for directors for the term of one year, the ratification of the appointment of Deloitte & Touche LLP as Independent Auditors of the Company, and cast an advisory vote regarding the compensation of the Company’s Named Executive Officers.
The results of the voting were as follows:
Election of Directors | For | Against | Abstentions | Broker Non-Votes | ||||||||
Shellye L. Archambeau | 149,569,622 | 213,531 | 146,379 | 19,901,671 | ||||||||
Phyllis J. Campbell | 149,151,384 | 633,763 | 144,385 | 19,901,671 | ||||||||
Michelle M. Ebanks | 149,548,989 | 200,753 | 179,790 | 19,901,671 | ||||||||
Enrique Hernandez, Jr. | 148,289,755 | 1,506,335 | 133,442 | 19,901,671 | ||||||||
Robert G. Miller | 149,348,975 | 397,288 | 183,269 | 19,901,671 | ||||||||
Blake W. Nordstrom | 149,152,360 | 671,730 | 105,442 | 19,901,671 | ||||||||
Erik B. Nordstrom | 149,122,693 | 699,950 | 106,889 | 19,901,671 | ||||||||
Peter E. Nordstrom | 149,119,949 | 703,346 | 106,237 | 19,901,671 | ||||||||
Philip G. Satre | 149,480,301 | 265,849 | 183,382 | 19,901,671 | ||||||||
Brad D. Smith | 149,490,737 | 249,042 | 189,753 | 19,901,671 | ||||||||
B. Kevin Turner | 149,478,123 | 230,021 | 221,388 | 19,901,671 | ||||||||
Robert D. Walter | 149,494,704 | 238,226 | 196,602 | 19,901,671 | ||||||||
Alison A. Winter | 148,505,417 | 1,290,353 | 133,762 | 19,901,671 | ||||||||
Ratification of the Appointment of Independent Auditors | 168,536,838 | 1,146,903 | 147,462 | n/a | ||||||||
Advisory Vote Regarding Executive Compensation | 146,712,573 | 2,787,590 | 429,369 | 19,901,671 | ||||||||
ITEM 8.01 Other Events
On May 5, 2015, Nordstrom, Inc. issued a press release announcing the appointment of Blake W. Nordstrom, Erik B. Nordstrom and Peter E. Nordstrom to the roles of Co-President of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On May 5, 2015, Nordstrom, Inc. issued a press release announcing that its Board of Directors has approved a quarterly dividend. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
99.1 | Press release of Nordstrom, Inc., dated May 5, 2015. | |
99.2 | Press release of Nordstrom, Inc., dated May 5, 2015. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NORDSTROM, INC. | |
(Registrant) | |
/s/ Robert B. Sari | |
Robert B. Sari | |
Executive Vice President, | |
General Counsel and Corporate Secretary | |
Date: May 8, 2015
EXHIBIT INDEX | ||
EXHIBIT | ||
NUMBER | DESCRIPTION | |
99.1 | Press release of Nordstrom, Inc., dated May 5, 2015. | |
99.2 | Press release of Nordstrom, Inc., dated May 5, 2015. | |
Exhibit 99.1
ISSUE RELEASE: | MEDIA CONTACT: | Brooke White | ||
FOR IMMEDIATE RELEASE | Nordstrom, Inc. | |||
206-303-3030 | ||||
Nordstrom Board of Directors Names Co-Presidents
Blake Nordstrom, Pete Nordstrom and Erik Nordstrom Share Co-Presidency of Nordstrom, Inc.
SEATTLE, May 5, 2015 – Today the Nordstrom Board of Directors (NYSE: JWN) announced the appointment of Blake Nordstrom, Pete Nordstrom and Erik Nordstrom as co-presidents of Nordstrom, Inc. The three executives retain their current roles and responsibilities and will continue to serve on the Nordstrom Board of Directors where they are engaged in the long-range strategic plans for the company. There will be no change to their annual compensation.
"Blake, Pete, and Erik have supported the business as a team for many years, leading the Executive Team and company, and together have been involved in all major decisions. This shared leadership structure reinforces their approach to leading Nordstrom, said Enrique Hernandez, Jr., chairman, Nordstrom, Inc. The board has complete confidence in their work as a team. The co-presidents will continue to operate with clearly defined roles to deliver the company’s strategy as we focus on serving customers and optimizing shareholder value."
In 2000, Blake Nordstrom was named president, Nordstrom, Inc. supporting all business operations; Pete Nordstrom was named executive vice president, Nordstrom, Inc. and president of merchandising and marketing; and Erik Nordstrom was named executive vice president, Nordstrom, Inc. and president of stores. In 2014, Erik Nordstrom was named executive vice president, Nordstrom, Inc. and president of Nordstrom.com. Blake joined the Board of Directors in 2005. His brothers Pete and Erik joined the Nordstrom Board of Directors in 2006.
ABOUT NORDSTROM
Nordstrom, Inc. is a leading fashion specialty retailer based in the U.S. Founded in 1901 as a shoe store in Seattle, today Nordstrom operates 303 stores in 38 states and Canada. Customers are served at 116 Nordstrom stores in the U.S. and two in Canada; 177 Nordstrom Rack stores; two Jeffrey boutiques; and one clearance store. Additionally, customers are served online through Nordstrom.com, Nordstromrack.com and HauteLook. The company also owns Trunk Club, a personalized clothing service serving customers online at TrunkClub.com and its five clubhouses. Nordstrom, Inc.'s common stock is publicly traded on the NYSE under the symbol JWN.
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Exhibit 99.2
ISSUE RELEASE: | INVESTOR CONTACT: | Michelle Berg | ||
May 5, 2015 at 11 AM PT | Nordstrom, Inc. | |||
206-303-6072 | ||||
MEDIA CONTACT: | Dan Evans | |||
Nordstrom, Inc. | ||||
206-303-3036 | ||||
Nordstrom Board of Directors Approves Quarterly Dividend
SEATTLE - May 5, 2015 - Nordstrom, Inc. (NYSE: JWN) announced today that its board of directors approved a quarterly dividend of 37 cents per share payable on June 12, 2015 to shareholders of record at the close of business on May 29, 2015.
ABOUT NORDSTROM
Nordstrom, Inc. is a leading fashion specialty retailer based in the U.S. Founded in 1901 as a shoe store in Seattle, today Nordstrom operates 303 stores in 38 states and Canada. Customers are served at 116 Nordstrom stores in the U.S. and two in Canada; 177 Nordstrom Rack stores; two Jeffrey boutiques; and one clearance store. Additionally, customers are served online through Nordstrom.com, Nordstromrack.com and HauteLook. The company also owns Trunk Club, a personalized clothing service serving customers online at TrunkClub.com and its five clubhouses. Nordstrom, Inc.'s common stock is publicly traded on the NYSE under the symbol JWN.
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