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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) August 21, 2007
NORDSTROM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 001-15059 91-0515058
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
1617 SIXTH AVENUE, SEATTLE, WASHINGTON 98101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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 (see General Instruction A.2 below):
___ 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))
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ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On August 21, 2007, the Company's Board of Directors amended the Company's
Bylaws for purposes of clarifying the process for implementing its previously
adopted majority vote standard for uncontested director elections and conform
the bylaws to the provisions of recently adopted state law. The amendments
to Article II, Section 12 and Article III, Sections 2 and 3 relate to: (i)
the elimination of the conditional resignation procedure, (ii) the
establishment of a maximum 90-day hold-over term of office for an incumbent
director who fails to receive a majority vote and (iii) the clarification of
the different vote standards for contested and uncontested director
elections. This description is qualified in its entirety by reference to the
Bylaws, which are filed as Exhibit 3.2 to this Form 8-K and are incorporated
herein by reference. The Bylaws can also be found at
http://www.nordstrom.com. Go to Investor Relations, then Corporate
Governance.
ITEM 8.01 Other Events
On August 21, 2007, in connection with the Bylaw amendment clarifying the
process for implementing its previously adopted majority vote standard for
director elections as described in Item 5.03 above, the Board amended the
Company's Corporate Governance Guidelines to eliminate the conditional
resignation procedures previously contained in Section 1. This description is
qualified in its entirety by reference to the Corporate Governance Guidelines,
which are incorporated herein by reference and can be found at
http://www.nordstrom.com. Go to Investor Relations, then Corporate
Governance.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
3.2 Bylaws, as amended and restated on August 21, 2007
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SIGNATURE
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.
By: /s/ Lisa G. Iglesias
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Lisa G. Iglesias
Executive Vice President,
General Counsel and Corporate
Secretary
Dated: August 23, 2007
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
3.2 Bylaws, as amended and restated on August 21, 2007