PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 6, 2023
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, Washington98101
(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. ☐
ITEM 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of the Company held on June 6, 2023, the following seven items were presented for a vote of the shareholders: (i) the election of each of the Company’s eleven nominees for directors for the term of one year, (ii) the ratification of the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm, (iii) an advisory voted concerning the compensation of the Company’s Named Executive Officers (“Say on Pay”); (iii) an advisory vote concerning the frequency of future Say on Pay votes; (v) approval of the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan; (vi) approval of the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan; and (vii) an advisory vote regarding the extension of the Company’s Shareholder Rights Agreement until September 19, 2025. The results of the voting were as follows:
Election of Directors
For
Withheld
Broker Non-Votes
Stacy Brown-Philpot
105,080,292
8,954,637
16,093,565
James L. Donald
105,408,534
8,626,395
16,093,565
Kirsten A. Green
105,135,941
8,898,988
16,093,565
Glenda G. McNeal
102,825,507
11,209,422
16,093,565
Erik B. Nordstrom
105,569,929
8,465,000
16,093,565
Peter E. Nordstrom
105,552,859
8,482,070
16,093,565
Eric D. Sprunk
105,823,479
8,211,450
16,093,565
Amie Thuener O’Toole
105,153,083
8,881,846
16,093,565
Bradley D. Tilden
103,472,974
10,561,955
16,093,565
Mark J. Tritton
103,199,171
10,835,758
16,093,565
Atticus N. Tysen
105,837,734
8,197,195
16,093,565
For
Against
Abstain
Broker Non-Votes
Ratification of the Appointment of Independent Registered Public Accounting Firm
125,224,407
4,658,372
245,715
n/a
Advisory Vote Regarding Executive Compensation
104,835,025
8,884,400
315,504
16,093,565
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
Advisory Vote Regarding Frequency of Future Votes on Executive Compensation
91,138,304
181,230
15,541,174
7,174,221
16,093,565
For
Against
Abstain
Broker Non-Votes
Approval of the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan
87,115,777
26,352,924
566,228
16,093,565
Approval of the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan
106,158,182
7,634,537
242,210
16,093,565
Advisory Vote Regarding Extension of the Company’s Shareholder Rights Plan until September 19, 2025
95,918,547
17,851,103
265,279
16,093,565
ITEM 9.01 Financial Statements and Exhibits
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.
Download