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 20, 2020
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 |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 20, 2020, the Board approved an amendment to the Company's Bylaws (the "Amendment"). The sole amendment consisted of adjusting the size of the Board to a range of nine to eleven directors, with the exact number to be determined by resolution of the Board. The Bylaw Amendment was effective at adoption.
The Bylaws, as amended by the Amendment, are filed with this Current Report on Form 8-K as Exhibit 3.1 and are incorporated by reference herein. The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Bylaws, as amended.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of the Company held on May 20, 2020, the shareholders voted on the election of each of the Company’s eleven nominees for directors for the term of one year, the ratification of the appointment of Deloitte & Touche LLP as Independent Auditors of the Company, an advisory vote regarding executive compensation, the approval of the Company's 2019 Equity Incentive Plan and the Amended and Restated Employee Stock Purchase Plan.
The results of the voting were as follows:
| Election of Directors | For | Against | Abstentions | Broker Non-Votes | ||||||||
| Shellye L. Archambeau | 120,976,831 | 1,741,476 | 149,007 | 17,080,615 | ||||||||
| Stacy Brown-Philpot | 121,214,355 | 1,506,134 | 146,825 | 17,080,615 | ||||||||
| Tanya L. Domier | 120,476,521 | 2,173,918 | 216,875 | 17,080,615 | ||||||||
| James L. Donald | 122,362,507 | 333,751 | 171,056 | 17,080,615 | ||||||||
| Kirsten A. Green | 121,219,168 | 1,426,243 | 222,903 | 17,080,615 | ||||||||
| Glenda G. McNeal | 120,334,370 | 2,382,057 | 150,887 | 17,080,615 | ||||||||
| Erik B. Nordstrom | 122,378,230 | 390,821 | 98,263 | 17,080,615 | ||||||||
| Peter E. Nordstrom | 122,377,143 | 396,179 | 93,992 | 17,080,615 | ||||||||
| Brad D. Smith | 117,045,322 | 5,640,017 | 181,975 | 17,080,615 | ||||||||
| Bradley D. Tilden | 120,929,978 | 1,719,554 | 217,782 | 17,080,615 | ||||||||
| Mark J. Tritton | 122,244,649 | 415,688 | 206,997 | 17,080,615 | ||||||||
| Ratification of the Appointment of Independent Registered Public Accounting Firm | 135,608,508 | 4,076,117 | 263,304 | n/a | ||||||||
| Advisory Vote Regarding Executive Compensation | 118,448,694 | 3,987,955 | 430,665 | 17,080,615 | ||||||||
| Approval of the Nordstrom, Inc. 2019 Equity Incentive Plan | 87,301,609 | 35,189,788 | 375,917 | 17,080,615 | ||||||||
| Approval of the Amendment and Restatement of the Nordstrom, Inc. Employee Stock Purchase Plan | 121,576,480 | 969,604 | 321,230 | 17,080,615 | ||||||||
ITEM 9.01 Financial Statements and Exhibits
| Bylaws, as amended on May 20, 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: May 26, 2020