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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) June 25, 2013 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: ___ 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On June 26, 2013, Nordstrom, Inc. issued a press release announcing that effective June 25, 2013, the Board of Directors of the Company, upon recommendation of its Corporate Governance and Nominating Committee, appointed Brad Smith, President and Chief Executive Officer of Intuit, Inc. to the Board of Directors of Nordstrom. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. As a nonemployee director, Mr. Smith will receive compensation for his services on the Board equivalent to the cash retainer and common stock award compensation described under the caption "Director Compensation" of the Company's proxy statement that was filed with the Securities and Exchange Commission on April 1, 2013. He will also be eligible to participate in the Company's other compensation benefit plans and programs for nonemployee directors as described in the proxy statement. The Company plans to enter into its standard Independent Director Indemnification Agreement with Mr. Smith, the form of which was filed with the Securities and Exchange Commission. Mr. Smith and the Company are not parties to any transaction requiring disclosure under Item 404(a) of Regulation S-K. 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. By: /s/ Robert B. Sari ----------------------- Robert B. Sari Executive Vice President, General Counsel and Corporate Secretary Dated: June 26, 2013 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 99.1 Nordstrom press release dated June 26, 2013 announcing the appointment of Brad Smith to the Company's Board of Directors.
Exhibit 99.1 FOR RELEASE: Wednesday, June 26, 2013 at 5:30 AM PST -------------------------------------------------- Intuit CEO BRAD SMITH JOINS NORDSTROM BOARD OF DIRECTORS SEATTLE, Wash. - (June 26, 2013) - Seattle-based Nordstrom, Inc. (NYSE: JWN) announced today the appointment of Brad Smith, Intuit Inc. president and chief executive officer, to the company's Board of Directors. His addition brings the total number of directors to 12, nine of whom serve as independent directors. Nordstrom directors serve one-year terms and the company requires annual elections of all Board members. Smith was named president and chief executive officer of Intuit in January 2008, culminating a five-year rise through the company where he successfully led several of its major businesses. Today, Intuit simplifies the business of life for more than 60 million consumers, small businesses, financial institutions and accounting professionals around the world. Under Smith's leadership, Intuit has a renewed startup mentality, despite being a 30-year-old Silicon Valley company. That mindset, combined with the ability to reinvent and transform itself along the way, has helped establish Intuit as an innovative company with more than $4 billion in annual revenue and 8,500 employees around the world. Before joining Intuit, Smith served in a variety of sales, marketing and management roles with ADP, PepsiCo, Seven-Up and Advo, Inc. He is also a former director of Yahoo! Inc. "Brad adds to the already strong talent and diverse expertise represented on our Board," said Enrique Hernandez, Jr., Chairman of the Board of Directors for Nordstrom. "In addition to his corporate governance experience as a public company director, he brings an impressive track record of leading a successful customer-driven business with a reputation for developing innovative products and solutions. We're delighted to have him on our team and look forward to his contribution as we work to improve the service experience and extend our reputation with customers and shareholders alike." ABOUT NORDSTROM Nordstrom, Inc. is one of the leading fashion specialty retailers based in the U.S. Founded in 1901 as a shoe store in Seattle, today Nordstrom operates 248 stores in 33 states, including 117 full-line stores, 127 Nordstrom Racks, two Jeffrey boutiques, one treasure&bond store and one clearance store. Nordstrom also serves customers through Nordstrom.com and through its catalogs. Additionally, the Company operates in the online private sale marketplace through its subsidiary HauteLook. Nordstrom, Inc.'s common stock is publicly traded on the NYSE under the symbol JWN. Investor Contact: Media Contact: Trina Schurman Colin Johnson Nordstrom, Inc. Nordstrom, Inc. 206-233-6503 206-303-3036 # # #