Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 26, 2019
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)
 
(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:
___ 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))
 
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
This amended Current Report on Form 8-K/A amends Item 5.02 of the Current Report on Form 8-K, filed by Nordstrom, Inc. (the “Company”) with the Securities and Exchange Commission on March 4, 2019, relating to compensatory arrangements of the Company’s five Named Executive Officers (the “NEOs”) as set forth in the Company’s proxy statement dated April 19, 2018. As referenced in the original filing, the number of stock options (“Options”), Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”) to be awarded to the NEOs were to be determined pursuant to established formulae, but at the time of the filing of the Current Report on Form 8-K not all inputs for those formulae were available. For that reason, the number of Options, RSUs and PSUs actually awarded was indeterminable at the time of the prior filing. This amended Current Report on Form 8-K/A is being filed to update the prior filing and provide this information.
As previously reported in the Current Report on Form 8-K, on February 26, 2019, the Compensation Committee of the Board of Directors of the Company awarded Options, effective March 5, 2019, to the Company’s NEOs. The number of Options awarded to each of the NEOs is provided in the table below.
Named Executive Officer
2019 Options Awarded
Erik B. Nordstrom
Co-President
73,069

Peter E. Nordstrom
Co-President
73,069

Anne L. Bramman
Executive Vice President and Chief Financial Officer
123,554

Geevy S. K. Thomas
President, Nordstrom Rack
69,748

Blake W. Nordstrom
Former Co-President

As previously reported in the Current Report on Form 8-K, on February 26, 2019, the Compensation Committee of the Board of Directors of the Company awarded RSUs, effective March 5, 2019, to the Company’s NEOs. The number of RSUs awarded to each of the NEOs is provided in the table below.
Named Executive Officer
2019 RSUs Awarded
Erik B. Nordstrom
Co-President

Peter E. Nordstrom
Co-President

Anne L. Bramman
Executive Vice President and Chief Financial Officer
14,961

Geevy S. K. Thomas
President, Nordstrom Rack
10,135

Blake W. Nordstrom
Former Co-President











As previously reported in the Current Report on Form 8-K, on February 26, 2019, the Compensation Committee of the Board of Directors of the Company awarded PSUs, effective March 5, 2019, to the Company’s NEOs. The number of PSUs awarded to each of the NEOs is provided in the table below.
Named Executive Officer
2019 PSUs Awarded
Erik B. Nordstrom
Co-President
37,629

Peter E. Nordstrom
Co-President
37,629

Anne L. Bramman
Executive Vice President and Chief Financial Officer
21,970

Geevy S. K. Thomas
President, Nordstrom Rack
14,883

Blake W. Nordstrom
Former Co-President










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/ Sheryl Garland
Sheryl Garland
Vice President, Interim General Counsel
 


Date: April 1, 2019