UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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 13(a) of the Exchange Act. ☐
| ITEM 8.01 | Other Events |
As part of its oversight, the Board, together with the Company’s Co-Presidents, continually evaluates the capabilities and experience of the senior management team to ensure the Company is appropriately addressing challenges and capitalizing on future opportunities. This resulted in the recent creation of two new roles in the senior management team: the appointments of Teri Bariquit to the position of Chief Merchandising Officer on August 22, 2019 and Ken Worzel to the position of Chief Operating Officer on September 16, 2019. In addition, over the past several months, the Board has had discussions with the Company’s Co-Presidents, Pete and Erik Nordstrom, around succession planning and the continued evolution of their and others’ management roles and responsibilities with the goal of ensuring that the Company is well-positioned to execute on its strategic plan and develop senior management and leadership.
Additionally, over the past several months, the Co-Presidents presented the Company’s independent Board members with proposals involving the Company that, if consummated, would have resulted in certain members of the Nordstrom family increasing their beneficial ownership of Company common stock from approximately thirty-one percent to slightly in excess of fifty percent. After due consideration by the Board, these discussions were terminated by the mutual agreement of the Co-Presidents and the independent directors. The full Nordstrom Board, including the Co-Presidents, continues to be focused on the Company’s business operations.
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/ Ann Munson Steines |
| Ann Munson Steines |
| Executive Vice President, |
| General Counsel and Corporate Secretary |
Date: October 28, 2019