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 5, 2005 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT The Compensation Committee of the Board of Directors of Nordstrom, Inc. (the "Compensation Committee") recently approved bonus goals, performance levels and award levels that may be earned during the fiscal year ending January 28, 2006 ("Fiscal Year 2005") under the Company's shareholder approved Executive Management Group Bonus Plan (the "Plan"). Under the Plan, bonus awards are paid only when performance goals are achieved. The bonus target and maximum payments are expressed as a percentage of base salary and the bonus goals vary by position depending on each participant's area of responsibility and influence. Fiscal Year 2005 bonus arrangements for the Company's Named Executive Officers were approved by the Compensation Committee as follows: ITEM 7.01 REGULATION FD DISCLOSURE On May 5, 2005, Nordstrom, Inc. issued a press release announcing its preliminary April 2005 sales. A copy of this press release is attached as Exhibit 99.1.
Named Bonus Target Bonus Maximum Bonus Executive as a % of as a % of Bonus Measure Officer Base Salary Base Salary Measures Weighting - -------------------------------------------------------------------------------------- Blake W. Nordstrom 100% 250.0% -Earnings before taxes/ 100.0% President Return on invested capital Peter E. Nordstrom 125% 312.5% -Earnings before taxes/ 75.0% Executive Vice Return on invested capital President -Full-Line Stores net income 25.0% Erik B. Nordstrom 125% 312.5% -Earnings before taxes/ 75.0% Executive Vice Return on invested capital President -Full-Line Stores net income 25.0% Michael G. Koppel 60% 150.0% -Earnings before taxes/ 75.0% Executive Vice Return on invested capital President -Planning & budget initiative 12.5% -Expense initiative 12.5% James O'Neal 60% 150.0% -Earnings before taxes 75.0% Executive Vice -Nordstrom Product Group gross 15.0% President margin return on investment -Nordstrom Product Group 10.0% total expenses 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/ Michael G. Koppel ----------------------- Michael G. Koppel Executive Vice President and Chief Financial Officer Dated: May 5, 2005 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 99.1 Nordstrom April 2005 Preliminary Sales Release, dated May 5, 2005.
Exhibit 99.1 For Immediate Release May 5, 2005 NORDSTROM APRIL SAME-STORE SALES INCREASE 6.9 PERCENT ----------------------------------------------------- SEATTLE - May 5, 2005 - Nordstrom, Inc. (NYSE: JWN) today reported preliminary sales of $531.7 million for the four-week period ending April 30, 2005, an increase of 8.1 percent compared to sales of $491.7 million for the four-week period ending May 1, 2004. Same-store sales increased 6.9 percent (1). Preliminary first quarter sales of $1.7 billion increased 7.7 percent compared to 2004 first quarter sales of $1.5 billion. First quarter same-store sales increased 6.2 percent. SALES RECORDING To hear Nordstrom's prerecorded April sales message, please dial (402) 220- 6036. This recording will be available for one week. FUTURE REPORTING DATES Nordstrom's financial release calendar for the next several months is currently planned as follows: First Quarter Earnings Tues., May 17, 2005 Shareholder Meeting Tues., May 24, 2005 May Sales Release Thurs., June 2, 2005 June Sales Release Thurs., July 7, 2005 July Sales Release Thurs., Aug. 4, 2005 Nordstrom, Inc. is one of the nation's leading fashion specialty retailers, with 151 US stores located in 27 states. Founded in 1901 as a shoe store in Seattle, today Nordstrom operates 95 full-line stores, 49 Nordstrom Racks, five Faconnable boutiques, one free-standing shoe store, and one clearance store. Nordstrom also operates 31 international Faconnable boutiques in Europe. Additionally, Nordstrom serves customers through its online presence at http://www.nordstrom.com and through its direct mail catalogs. Investor Contact: Media Contact: Stephanie Allen, 206-303-3262 Deniz Anders, 206-373-3038 (1) Effective February 2005, Nordstrom Direct sales, which include catalog and Internet, are included in Total Retail same-store sales. To serve as a basis for comparison, as this was not the case last year, a presentation of 2004 monthly, quarterly and full-year same-store sales that includes Nordstrom Direct is available on the Investor Relations homepage of our website under Recent Reports.
SALES SUMMARY Total Sales Same-store Sales (1) ----------- ---------------- (unaudited; Fiscal Fiscal Percent Total Full-Line Rack $ in millions) 2005 2004 Increase Retail Stores Stores --------- --------- -------- ------ --------- ------ April $531.7 $491.7 8.1% 6.9% 4.7% 19.4% First Quarter $1,654.4 $1,535.5 7.7% 6.2% 4.6% 17.5% Number of stores Full-line 95 93 Rack and other 56 56 International Faconnable boutiques 31 31 --- --- Total 182 180 Gross square footage 19,550,000 19,289,000