Nordstrom Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits
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ITEM 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
ITEM 3.03. Material Modification to Rights of Security Holders.
On September 3, 2024, Nordstrom, Inc. (the “Company”) and Computershare Trust Company, N.A. entered into a Second Amendment (the “Amendment”) to the Shareholder Rights Agreement (as amended, the “Rights Agreement”). The Amendment provides that a group composed of Erik and Peter Nordstrom, certain other members of the Nordstrom family and related trusts, and El Puerto de Liverpool S.A.B. de C.V. (collectively, the “Bid Group”) shall be an Exempt Person under the Rights Agreement until the earlier of (i) April 17, 2025 and (ii) the date that the Bid Group increases its aggregate beneficial ownership of shares of the Company’s common stock to an amount greater than its beneficial ownership on the date of the Amendment plus 0.1% of the then-outstanding shares of common stock (subject to specified exclusions).
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
ITEM 8.01. Other Events.
On September 4, 2024, the Company issued a press release regarding a proposal to acquire all outstanding shares of the Company submitted to the Special Committee of the Board of Directors of the Company by the Bid Group. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 4.1 | Second Amendment to the Shareholder Rights Agreement, dated as of September 3, 2024, by and between Nordstrom, Inc. and Computershare Trust Company, N.A., as rights agent | |
| 99.1 | Press Release, dated as of September 4, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: September 4, 2024
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