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 3, 2020
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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 3, 2020, 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 12, 2019. 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 March 3, 2020, the Compensation, People and Culture Committee (the “Committee”) of the Board of Directors of the Company awarded Options, effective March 9, 2020, to the Company’s NEOs. The number of Options awarded to each of the NEOs is provided in the table below.
Named Executive Officer | 2020 Options Awarded | |
Erik B. Nordstrom Chief Executive Officer (Principal Executive Officer) | 147,407 | |
Peter E. Nordstrom President, Nordstrom Inc. and Chief Brand Officer | 147,407 | |
Anne L. Bramman Chief Financial Officer (Principal Financial Officer) | — | |
Kenneth J. Worzel Chief Operating Officer | — | |
Christine F. Deputy Chief Human Resources Officer | — | |
As previously reported in the Current Report on Form 8-K, on March 3, 2020, the Committee awarded RSUs, effective March 9, 2020, to the Company’s NEOs. The number of RSUs awarded to each of the NEOs is provided in the table below.
Named Executive Officer | 2020 RSUs Awarded | |
Erik B. Nordstrom Chief Executive Officer (Principal Executive Officer) | — | |
Peter E. Nordstrom President, Nordstrom Inc. and Chief Brand Officer | — | |
Anne L. Bramman Chief Financial Officer (Principal Financial Officer) | 34,647 | |
Kenneth J. Worzel Chief Operating Officer | 45,474 | |
Christine F. Deputy Chief Human Resources Officer | 20,788 | |
As previously reported in the Current Report on Form 8-K, on March 3, 2020, the Committee awarded PSUs, effective March 9, 2020, to the Company’s NEOs. The number of PSUs awarded to each of the NEOs is provided in the table below.
Named Executive Officer | 2020 PSUs Awarded | |
Erik B. Nordstrom Chief Executive Officer (Principal Executive Officer) | 66,786 | |
Peter E. Nordstrom President, Nordstrom Inc. and Chief Brand Officer | 66,786 | |
Anne L. Bramman Chief Financial Officer (Principal Financial Officer) | 50,314 | |
Kenneth J. Worzel Chief Operating Officer | 66,037 | |
Christine F. Deputy Chief Human Resources Officer | 30,188 | |
ITEM 9.01 Financial Statements and Exhibits
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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/ Ann Munson Steines | |
Ann Munson Steines | |
Executive Vice President, | |
General Counsel and Corporate Secretary | |
Date: April 2, 2020