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 6, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of the Company held on June 6, 2023, the following seven items were presented for a vote of the shareholders: (i) the election of each of the Company’s eleven nominees for directors for the term of one year, (ii) the ratification of the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm, (iii) an advisory voted concerning the compensation of the Company’s Named Executive Officers (“Say on Pay”); (iii) an advisory vote concerning the frequency of future Say on Pay votes; (v) approval of the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan; (vi) approval of the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan; and (vii) an advisory vote regarding the extension of the Company’s Shareholder Rights Agreement until September 19, 2025. The results of the voting were as follows:
| Election of Directors | For | Withheld | Broker Non-Votes | ||||||||
| Stacy Brown-Philpot | 105,080,292 | 8,954,637 | 16,093,565 | ||||||||
| James L. Donald | 105,408,534 | 8,626,395 | 16,093,565 | ||||||||
| Kirsten A. Green | 105,135,941 | 8,898,988 | 16,093,565 | ||||||||
| Glenda G. McNeal | 102,825,507 | 11,209,422 | 16,093,565 | ||||||||
| Erik B. Nordstrom | 105,569,929 | 8,465,000 | 16,093,565 | ||||||||
| Peter E. Nordstrom | 105,552,859 | 8,482,070 | 16,093,565 | ||||||||
| Eric D. Sprunk | 105,823,479 | 8,211,450 | 16,093,565 | ||||||||
| Amie Thuener O’Toole | 105,153,083 | 8,881,846 | 16,093,565 | ||||||||
| Bradley D. Tilden | 103,472,974 | 10,561,955 | 16,093,565 | ||||||||
| Mark J. Tritton | 103,199,171 | 10,835,758 | 16,093,565 | ||||||||
| Atticus N. Tysen | 105,837,734 | 8,197,195 | 16,093,565 | ||||||||
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||
| Ratification of the Appointment of Independent Registered Public Accounting Firm | 125,224,407 | 4,658,372 | 245,715 | n/a | |||||||||||||
| Advisory Vote Regarding Executive Compensation | 104,835,025 | 8,884,400 | 315,504 | 16,093,565 | |||||||||||||
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | |||||||||||||
| Advisory Vote Regarding Frequency of Future Votes on Executive Compensation | 91,138,304 | 181,230 | 15,541,174 | 7,174,221 | 16,093,565 | ||||||||||||
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||
| Approval of the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan | 87,115,777 | 26,352,924 | 566,228 | 16,093,565 | |||||||||||||
| Approval of the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan | 106,158,182 | 7,634,537 | 242,210 | 16,093,565 | |||||||||||||
| Advisory Vote Regarding Extension of the Company’s Shareholder Rights Plan until September 19, 2025 | 95,918,547 | 17,851,103 | 265,279 | 16,093,565 | |||||||||||||
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 | |||||
| Chief Legal Officer, | |||||
| General Counsel and Corporate Secretary | |||||
Date: June 7, 2023