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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) November 17, 2004 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)) ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On November 17, 2004, Nordstrom, Inc. issued a press release announcing the appointment of Phyllis Campbell to its Board of Directors, effective November 17, 2004. A copy of this press release is attached as Exhibit 99.1. The Board of Directors also appointed Ms. Campbell as a member of Nordstrom's Audit Committee and Compensation Committee. There are no arrangements or understandings between Ms. Campbell and any other person pursuant to which Ms. Campbell was appointed to the Board of Directors. Ms. Campbell and the Company are not parties to any transaction requiring disclosure under Item 404(a) of Regulation S-K. ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On November 17, 2004, in conjunction with the appointment of Phyllis Campbell to the Board of Directors, Nordstrom, Inc.'s Board of Directors unanimously approved an amendment to the Company's bylaws to increase the number of directors from eight to nine. 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/ David L. Mackie ----------------------- David L. Mackie Vice President, Real Estate, and Corporate Secretary Dated: November 22, 2004 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 99.1 Nordstrom press release dated November 17, 2004 announcing the appointment of Phyllis Campbell to the Company's Board of Directors.
Exhibit 99.1 For Immediate Release - --------------------- November 17, 2004 Nordstrom Board Announces Quarterly Dividend and Appoints Phyllis J. Campbell, President and CEO of The Seattle Foundation to the Board of Directors SEATTLE - November 17, 2004 - Nordstrom, Inc. (NYSE: JWN) announced today that its Board of Directors approved a quarterly dividend of $0.13 per share, payable on December 15, 2004, to shareholders of record on November 30, 2004. The board also announced the addition of Phyllis J. Campbell, President and CEO of The Seattle Foundation to its Board of Directors. Ms. Campbell worked in the banking industry for 28 years, most recently serving as president of US Bank of Washington from 1993 until 2001. Well-respected in the Seattle community, she is committed to the improvement of education and human services and is active in many causes in the Asian-American community. "We are extremely pleased that Phyllis Campbell has agreed to join our Board," said Chairman Bruce Nordstrom. "We believe Phyllis' management and financial expertise makes her an excellent choice to help guide our company. Her commitment to the well-being of the local community has earned the respect of business and civic leaders in the Seattle area and we're honored to have her join us." Ms. Campbell also serves on several corporate and nonprofit Boards, including Safeco, Alaska Air Group and Seattle University. Nordstrom, Inc. is one of the nation's leading fashion specialty retailers, with 150 US stores located in 27 states. Founded in 1901 as a shoe store in Seattle, Nordstrom today operates 94 full-line stores, 49 Nordstrom Racks, five U.S. Faconnable boutiques, one freestanding shoe store, and one clearance store. Nordstrom also operates 31 international Faconnable boutiques, primarily in Europe. Additionally, Nordstrom Direct serves customers through its online presence at http://www.nordstrom.com and through its direct mail catalogs. Investor Contact: Stephanie Allen, 206-303-3262 Media Contact: Deniz Anders, 206-373-3038