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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 21, 2024

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)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common stock, without par value			JWN			New York Stock Exchange
Common stock purchase rights						New York Stock Exchange

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. ☐

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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

(e) Compensatory Arrangements of Certain Officers

In late 2020, Kenneth Worzel (the “Executive”) elected to defer into the Nordstrom, Inc. (the “Company”) Deferred Compensation Plan (the “DCP”) twenty percent of any bonus that would be payable to him by the Company in connection with the following fiscal year. As a result of an inadvertent and unintentional administrative error (the “Error”), the Company failed to defer any portion of the Executive’s bonus for that year into the DCP. Because of the Error, the Executive was required to repay the missed deferral into the DCP, plus interest, and also incurred a tax penalty under Internal Revenue Code Section 409A (“Section 409A”) and accountant fees. On May 21, 2024, in recognition that the Error was of no fault of the Executive, the Compensation, People and Culture Committee of the Board of Directors of the Company approved a one-time payment to the Executive in the amount of $150,000, which is intended to reimburse him, on an after-tax basis, for the tax penalty imposed under Section 409A and the associated accountant fees.

ITEM 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of the Company held on May 22, 2024, the shareholders voted on the election of each of the Company’s twelve nominees for directors for the term of one year, the ratification of the appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm of the Company, and an advisory vote regarding executive compensation. The results of the voting were as follows:

Election of Directors			For			Withheld			Broker Non-Votes
Stacy Brown-Philpot			91,868,768			1,867,316			31,913,954
James L. Donald			91,966,318			1,769,766			31,913,954
Kirsten A. Green			91,857,455			1,878,629			31,913,954
Glenda G. McNeal			91,268,460			2,467,624			31,913,954
Erik B. Nordstrom			92,340,755			1,395,329			31,913,954
Peter E. Nordstrom			92,413,552			1,322,532			31,913,954
Amie Thuener O’Toole			91,803,267			1,932,817			31,913,954
Guy B. Persaud			92,123,055			1,613,029			31,913,954
Eric D. Sprunk			91,497,167			2,238,917			31,913,954
Bradley D. Tilden			90,948,507			2,787,577			31,913,954
Mark J. Tritton			91,124,598			2,611,486			31,913,954
Atticus N. Tysen			91,890,068			1,846,016			31,913,954

						For			Against			Abstain			Broker Non-Votes
Ratification of the Appointment of Independent Registered Public Accounting Firm						122,290,730			3,118,074			241,234			n/a
Advisory Vote Regarding Executive Compensation						90,499,250			2,972,558			264,276			31,913,954

ITEM 8.01 Other Events

On May 22, 2024, Nordstrom, Inc. issued a press release announcing that the Board of Directors has approved a quarterly dividend. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

99.1						Press release of Nordstrom, Inc., dated May 22, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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
Chief Legal Officer,
General Counsel and Corporate Secretary

Date: May 28, 2024