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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/24 Nordstrom Inc. 8-K:8,9 4/17/24 13:368K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 34K 2: EX-99.1 Press Release, Dated as of April 18, 2024 HTML 12K 3: EX-99.2 Nondisclosure Confidentiality Agreement, Dated as HTML 83K of April 17, 2024 8: R1 Cover HTML 48K 10: XML IDEA XML File -- Filing Summary XML 13K 13: XML XBRL Instance -- ea0204153-8k_nordstrom_htm XML 20K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.DEF XBRL Definitions -- jwn-20240417_def XML 74K 6: EX-101.LAB XBRL Labels -- jwn-20240417_lab XML 103K 7: EX-101.PRE XBRL Presentations -- jwn-20240417_pre XML 71K 4: EX-101.SCH XBRL Schema -- jwn-20240417 XSD 14K 11: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K 12: ZIP XBRL Zipped Folder -- 0001213900-24-034139-xbrl Zip 53K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) i April 17, 2024
(Exact name of registrant as specified in its charter)
i Washington | i 001-15059 | 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:
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 | ||
i Common stock purchase rights | 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).
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 8.01 Other Events
On April 18, 2024, Nordstrom, Inc. (the “Company”) issued a press release announcing that its Board of Directors has formed a special committee (the “Special Committee”) of independent and disinterested directors in response to interest expressed by Erik and Pete Nordstrom, the Company’s chief executive officer and president, respectively, in exploring a potential transaction pursuant to which the Company would become a private company. The Special Committee will carefully evaluate any proposal from Erik and Pete Nordstrom and any proposals from other parties and consider whether they are in the best interests the Company and all shareholders. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In connection with Erik and Pete Nordstrom’s consideration of a possible transaction with the Company, the Company entered into a Nondisclosure Confidentiality Agreement (the “NDA”) with Erik and Pete Nordstrom (and certain related trusts) on April 17, 2024. The NDA is attached hereto as Exhibit 99.2 and incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
Exhibit No. | Description | |
99.1 | Press Release, dated as of April 18, 2024 | |
99.2 | Nondisclosure Confidentiality Agreement, dated as of April 17, 2024 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: April 18, 2024
2
This ‘8-K’ Filing | Date | Other Filings | ||
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Filed on: | 4/18/24 | SC 13D | ||
For Period end: | 4/17/24 | |||
List all Filings |