UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
i NORDSTROM, INC.
(Exact name of registrant as specified in its charter) |
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i Washington | | | | i 91-0515058 |
(State
or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
i 1617 Sixth Avenue, i Seattle,
i Washington i 98101
(Address of principal executive offices)
Registrant’s telephone number, including area code ( i 206)
i 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: i ☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading
Symbol | Name of each exchange on which registered |
i Common stock, without par value | i JWN | i New
York Stock Exchange |
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 i ☐
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c) On March 25, 2020, in the context of the expense reduction measures being implemented by the Nordstrom, Inc. the “Registrant”) in response to the economic impacts of the novel coronavirus (COVID-19), the Registrant
announced that it had determined to reduce the base salaries in effect for the Registrant’s Named Executive Officers, as named in the Registrant’s proxy statement filed with the Securities and Exchange Commission on April 12, 2019, for the period from March 29, 2020 to October 3, 2020 (the “Reduction Period”). As a result of this action, base salaries per annum for the Registrant’s Named Executive Officers were adjusted to the following amounts: |
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Executive | Adjusted
Base Salary |
Erik B. Nordstrom Chief Executive Officer (Principal Executive Officer) | — |
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Peter E. Nordstrom President, Nordstrom Inc. and Chief Brand Officer | — |
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Anne L. Bramman Chief Financial Officer (Principal Financial Officer) |
| $600,000 |
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Kenneth
J. Worzel
Chief Operating Officer |
| $656,250 |
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Christine F. Deputy
Chief Human Resources Officer |
| $450,000 |
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Simultaneous with these reductions, the Registrant determined to reduce the base salaries payable to the Registrant’s executive team as a group, with the
amount of the reduction dependent upon the position of each individual within the organization. As a result of those reductions, the base salary of Michael Maher, the Registrant’s Chief Accounting Officer (Principal Accounting Officer) will be reduced by fifteen percent (15%) during the Reduction Period. ITEM 7.01 Regulation FD Disclosure
The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by a specific reference
in such filing ITEM 9.01 Financial Statements and Exhibits
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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.
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NORDSTROM, INC. |
(Registrant) |
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Executive Vice President, |
General Counsel and Corporate Secretary |
