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) March 25, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address of principal executive offices)
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:
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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).
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 13(a) of the Exchange Act. ☐
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c) On March 25, 2020, in the context of the expense reduction measures being implemented by the Nordstrom, Inc. the “Registrant”) in response to the economic impacts of the novel coronavirus (COVID-19), the Registrant announced that it had determined to reduce the base salaries in effect for the Registrant’s Named Executive Officers, as named in the Registrant’s proxy statement filed with the Securities and Exchange Commission on April 12, 2019, for the period from March 29, 2020 to October 3, 2020 (the “Reduction Period”). As a result of this action, base salaries per annum for the Registrant’s Named Executive Officers were adjusted to the following amounts:
Executive | Adjusted Base Salary | ||
Erik B. Nordstrom Chief Executive Officer (Principal Executive Officer) | — | ||
Peter E. Nordstrom President, Nordstrom Inc. and Chief Brand Officer | — | ||
Anne L. Bramman Chief Financial Officer (Principal Financial Officer) | $600,000 | ||
Kenneth J. Worzel Chief Operating Officer | $656,250 | ||
Christine F. Deputy Chief Human Resources Officer | $450,000 | ||
Simultaneous with these reductions, the Registrant determined to reduce the base salaries payable to the Registrant’s executive team as a group, with the amount of the reduction dependent upon the position of each individual within the organization. As a result of those reductions, the base salary of Michael Maher, the Registrant’s Chief Accounting Officer (Principal Accounting Officer) will be reduced by fifteen percent (15%) during the Reduction Period.
ITEM 7.01 Regulation FD Disclosure
On March 25, 2020 , Nordstrom, Inc. issued a press release to provide a business update related to novel coronavirus (COVID-19). A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by a specific reference in such filing
ITEM 9.01 Financial Statements and Exhibits
Press release of Nordstrom, Inc., dated March 25, 2020 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: March 25, 2020
Exhibit 99.1
ISSUE RELEASE: | INVESTOR CONTACT: | Trina Schurman | ||
March 25, 2020 at 2:15 PM PDT | Nordstrom, Inc. | |||
206-303-6503 | ||||
MEDIA CONTACT: | Gigi Ganatra Duff | |||
Nordstrom, Inc. | ||||
(206) 303-3030 | ||||
Nordstrom Provides Business Update Related to Coronavirus
SEATTLE - March 25, 2020 - Nordstrom, Inc. (NYSE: JWN) today announced it will extend its temporary store closure for at least one week, through April 5. Due to the uncertainty of COVID-19, the Company will continue to assess the situation market by market and will provide further updates as appropriate. This closure impacts all U.S. and Canada stores, including Nordstrom, Nordstrom Rack, Trunk Club, Jeffrey, Nordstrom Local and Last Chance.
“We are taking action across our business to respond to the challenges we are facing today and to best position Nordstrom for our employees, customers and shareholders. We have a responsibility to protect the health of our people, while also preserving our long-term ability to offer jobs and benefits to our employees. The decisions we make are with that in mind,” said Erik Nordstrom, chief executive officer, Nordstrom, Inc.
Since March 17, Nordstrom has provided ongoing pay and benefits to all store employees impacted by the temporary closures. The Company plans to offer store employees an additional week of pay through April 5, as well as benefits through April. The Company will require a smaller workforce to execute on the critical activities of the business during this time. As a result, it will be furloughing a portion of corporate employees starting April 5 for six weeks. Impacted corporate employees will continue to receive enrolled benefits.
“This is the most difficult decision we have made in our company’s long history. Through our 119 years, our company has faced many challenges, but these are unprecedented times,” said Nordstrom. “We take very seriously the responsibilities we have with our people, customers and all stakeholders. We are confident these steps will help ensure the health of our company as we continue to navigate the unknown and changing environment we are facing.”
The Nordstrom Executive Leadership Group will forgo a part of their salary, and both Pete and Erik Nordstrom will decline their salary from April through September. Similarly, all members of the Company’s Board of Directors will forgo cash compensation for a six-month period.
ABOUT NORDSTROM
Nordstrom, Inc. is a leading fashion retailer based in the U.S. Founded in 1901 as a shoe store in Seattle, today Nordstrom operates 380 stores in 40 states, including 116 full-line stores in the United States, Canada and Puerto Rico; 248 Nordstrom Rack stores; three Jeffrey boutiques; two clearance stores; six Trunk Club clubhouses; and five Nordstrom Local service hubs. Additionally, customers are served online through Nordstrom.com, Nordstromrack.com, HauteLook.com and TrunkClub.com. Nordstrom, Inc.’s common stock is publicly traded on the NYSE under the symbol JWN.
Certain statements in this press release contain or may suggest “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involves risks and uncertainties that could cause results to be materially different from expectations. The words “will,” “may,” “designed to,” “outlook,” “believes,” “should,” “targets,” “anticipates,” “assumptions,” “plans,” “expects” or “expectations,” “intends,” “estimates,” “forecasts,” “guidance” and similar expressions identify certain of these forward-looking statements. The Company also may provide forward-looking statements in oral statements or other written materials released to the public. All statements contained or incorporated in this press release or in any other public statements that address such future events or expectations are forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.
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