SECURITIES AND EXCHANGE COMMISSION
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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 14, 2022, Anne Bramman, the Company’s Chief Financial Officer, informed the Company of her intention to step down from her role following the filing of the Company’s Quarterly Report on Form 10-Q for the current quarter, anticipated to be on or about December 2, 2022. Ms. Bramman’s resignation is not the result of any dispute or disagreement with the Company, including with respect to any matters relating to the Company’s accounting practices or financial reporting.
Effective upon Ms. Bramman’s exit of the Chief Financial Officer role, the Company has appointed Michael Maher to serve as Chief Financial Officer on an interim basis. Mr. Maher, age 49, is currently the Company’s Chief Accounting Officer, a role he has held since 2020. While acting as interim Chief Financial Officer, Mr. Maher will serve as the Company’s principal financial officer and principal accounting officer. Mr. Maher previously served as the Company’s Senior Vice President, Finance, from 2017 to 2020, held various leadership finance roles for the Company’s Nordstrom business from 2011 to 2017, and served as the Company’s Controller from 2009 to 2011. Previously, Mr. Maher served as a Manager of Assurance and Advisory Services and a Certified Public Accountant with Deloitte & Touche LLP.
There are no arrangements between Mr. Maher and any other persons pursuant to which he was appointed to serve as the Company’s interim Chief Financial Officer. There are no family relationships between Mr. Maher and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
ITEM 7.01 Regulation FD Disclosure
On October 17, 2022, the Company issued a press release announcing the anticipated resignation of Anne Bramman as the Company’s Chief Financial Officer and appointment of Michael Maher to serve as interim Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. 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 October 17, 2022.
|Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
|/s/ Ann Munson Steines
|Ann Munson Steines
|Chief Legal Officer,
|General Counsel and Corporate Secretary
Date: October 17, 2022
Nordstrom Announces CFO Transition
Reaffirms Fiscal Year 2022 Financial Outlook
SEATTLE, October 17, 2022 – Nordstrom, Inc. (NYSE: JWN) today announced that Nordstrom Chief Financial Officer Anne Bramman has informed the company of her intention to step down from her role. She will remain with the company through the reporting of Nordstrom’s third quarter 2022 financial results to facilitate a smooth transition. Her last day with the company will be December 2, 2022.
“Anne is an outstanding CFO. Since she was named CFO in 2017, Anne’s leadership has been vital in helping us in many areas, particularly navigating the numerous challenges of the last few years,” said Erik Nordstrom, chief executive officer of Nordstrom, Inc. “I’d like to thank Anne for her deep commitment to our customers, our employees, our shareholders and our values. As a result of Anne’s guidance through the pandemic, Nordstrom has the financial strength and flexibility to successfully manage through a changing environment. She also sponsored multiple strategic initiatives to improve profitability and develop capabilities to fuel our long-term growth. Anne has elevated the finance organization through her commitment to excellence and talent development. We wish her well as she takes this next step.”
“It has been a privilege to work alongside our leadership team and the many talented individuals throughout the company,” Bramman said. “With Nordstrom well positioned for success, I felt that this is the right time to transition to the next chapter in my career.”
Michael Maher, Nordstrom’s senior vice president and chief accounting officer, will assume the role of interim CFO upon Bramman’s departure. Nordstrom has commenced an internal and external search process to identify a permanent CFO.
Maher joined Nordstrom in 2009 as controller and has more than 25 years of finance and accounting experience. As chief accounting officer, he is responsible for accounting, financial planning and analysis, business development, treasury and investor relations. Prior to his appointment as Nordstrom’s chief accounting officer in 2020, Maher served as senior vice president, finance from 2017 to 2020. From 2011 to 2017, he held various finance leadership roles for the Nordstrom business.
“We are fortunate to have a deep bench of talented leaders at Nordstrom,” Nordstrom added. “Michael’s knowledge of the Nordstrom business and more than two decades of related experience will support the continued execution of our financial priorities as we conduct a search for our next CFO.”
The company is reaffirming its fiscal year 2022 financial outlook that was previously provided on August 23, 2022.
At Nordstrom, Inc. (NYSE: JWN), we exist to help our customers feel good and look their best. Since starting as a shoe store in 1901, how to best serve customers has been at the center of every decision we make. This heritage of service is the foundation we're building on as we provide convenience and true connection for our customers. Our digital-first platform enables us to serve customers when, where and how they want to shop – whether that's in-store at more than 350 Nordstrom, Nordstrom Local and Nordstrom Rack locations or digitally through our Nordstrom and Rack apps and websites. Through it all, we remain committed to leaving the world better than we found it.