Registration No. 333-189301
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NORDSTROM, INC.
(Exact name of registrant as specified in its charter)
Washington | 91-0515058 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
1617 Sixth Avenue, Seattle, Washington | 98101 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Nordstrom, Inc. 2010 Equity Incentive Plan |
(Full title of the plan) |
Ann Munson Steines |
1700 Seventh Avenue, 15th Floor Seattle, Washington 98101 |
(Name and address of agent for service) |
206-628-2111 |
(Telephone number, including area code, of agent for service) |
Copies to: Brian B. DeFoe William W. Lin Lane Powell PC 1420 Fifth Avenue, Suite 4200 Seattle, Washington 98101-2338 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ | Accelerated filer ¨ | ||
Non-accelerated filer ¨ | Smaller reporting company ¨ | ||
Emerging growth company ¨ | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨
PART I
EXPLANATORY NOTE
On May 23, 2019 (the “Approval Date”), the shareholders of Nordstrom, Inc. (“Nordstrom”) voted to approve the Nordstrom, Inc. 2019 Equity Incentive Plan. Effective as of the Approval Date, the Nordstrom, Inc. 2010 Equity Incentive Plan (the “2010 Plan”), as amended, terminated in its entirety and all shares within the plan were canceled and no longer available for issuance as awards; provided that all outstanding awards under the 2010 Plan as of the Approval Date remain outstanding and shall be administered and settled in accordance with the provisions of the 2010 Plan.
Accordingly, Nordstrom is filing this Post-Effective Amendment No. 1 with respect to the Registration Statement on Form S-8 (Registration No. 333-189301) filed by Nordstrom with the Securities and Exchange Commission on June 14, 2013 (the “Registration Statement”) to deregister 9,311,433 Common Shares under the 2010 Plan.
Nordstrom is acting pursuant to the power conferred on it to reduce the amount of securities registered by the Registration Statement under Rule 478 of the Securities Act of 1933, as amended, and in accordance with its undertaking set forth in Part II, Item 9 of the Registration Statement.
EXHIBIT INDEX | ||
EXHIBIT | ||
NUMBER | DESCRIPTION | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Seattle, State of Washington, on September 4, 2019.
NORDSTROM, INC. | |
/s/ Ann Munson Steines | |
Ann Munson Steines | |
Executive Vice President, | |
General Counsel and Corporate Secretary | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons on September 4, 2019.
Principal Financial Officer: | Principal Executive Officer: | |||
/s/ | Anne L. Bramman | /s/ | Erik B. Nordstrom | |
Anne L. Bramman | Erik B. Nordstrom | |||
Chief Financial Officer | Co-President | |||
Principal Accounting Officer: | ||||
/s/ | Kelley K. Hall | |||
Kelley K. Hall | ||||
Chief Accounting Officer and Treasurer | ||||
Directors: | ||||
/s/* | /s/* | |||
Shellye L. Archambeau | Stacy Brown-Philpot | |||
Director | Director | |||
/s/* | /s/* | |||
Tanya L. Domier | Kirsten A. Green | |||
Director | Director | |||
/s/* | /s/ | Erik B. Nordstrom | ||
Glenda G. McNeal | Erik B. Nordstrom | |||
Director | Director | |||
/s/ | Peter E. Nordstrom | /s/* | ||
Peter E. Nordstrom | Brad D. Smith | |||
Director | Chairman of the Board of Directors | |||
/s/* | /s/* | |||
Gordon A. Smith | Bradley D. Tilden | |||
Director | Director | |||
/s/* | ||||
B. Kevin Turner | ||||
Director | ||||
*The undersigned, by signing her name hereto, signs and executes this registration statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.
/s/ Ann Munson Steines | |
Ann Munson Steines | |
Attorney-in-Fact | |
Date: | September 4, 2019 |
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of NORDSTROM, INC., a Washington corporation (the “Company”) does hereby constitute and appoint ANN MUNSON STEINES his or her true and lawful attorney and agent to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable or which may be required to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with the filings with the Securities and Exchange Commission of Post-Effective Amendments to the Registration Statements relating to the Nordstrom, Inc. 2010 Equity Incentive Plan (Registration No. 333-189301) and the 2002 Nonemployee Director Stock Incentive Plan (Registration No. 333-101110) (collectively, the “Registration Statements”), and each of the undersigned does hereby ratify and confirm all that said attorney and agent may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed to these presents this 4th day of September 2019.
Directors: | ||||
/s/ | Shellye L. Archambeau | /s/ | Stacy Brown-Philpot | |
Shellye L. Archambeau | Stacy Brown-Philpot | |||
Director | Director | |||
/s/ | Tanya L. Domier | /s/ | Kirsten A. Green | |
Tanya L. Domier | Kirsten A. Green | |||
Director | Director | |||
/s/ | Glenda G. McNeal | /s/ | Erik B. Nordstrom | |
Glenda G. McNeal | Erik B. Nordstrom | |||
Director | Director | |||
/s/ | Peter E. Nordstrom | /s/ | Brad D. Smith | |
Peter E. Nordstrom | Brad D. Smith | |||
Director | Chairman of the Board of Directors | |||
/s/ | Gordon A. Smith | /s/ | Bradley D. Tilden | |
Gordon A. Smith | Bradley D. Tilden | |||
Director | Director | |||
/s/ | B. Kevin Turner | |||
B. Kevin Turner | ||||
Director | ||||
Date: | September 4, 2019 | |||