Nordstrom Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Clothing/Shoe/Accessory Stores
Consumer Discretionary
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) May 21, 2024
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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
(e) Compensatory Arrangements of Certain Officers
In late 2020, Kenneth Worzel (the “Executive”) elected to defer into the Nordstrom, Inc. (the “Company”) Deferred Compensation Plan (the “DCP”) twenty percent of any bonus that would be payable to him by the Company in connection with the following fiscal year. As a result of an inadvertent and unintentional administrative error (the “Error”), the Company failed to defer any portion of the Executive’s bonus for that year into the DCP. Because of the Error, the Executive was required to repay the missed deferral into the DCP, plus interest, and also incurred a tax penalty under Internal Revenue Code Section 409A (“Section 409A”) and accountant fees. On May 21, 2024 , in recognition that the Error was of no fault of the Executive, the Compensation, People and Culture Committee of the Board of Directors of the Company approved a one-time payment to the Executive in the amount of $150,000, which is intended to reimburse him, on an after-tax basis, for the tax penalty imposed under Section 409A and the associated accountant fees.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of the Company held on May 22, 2024, the shareholders voted on the election of each of the Company’s twelve nominees for directors for the term of one year, the ratification of the appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm of the Company, and an advisory vote regarding executive compensation. The results of the voting were as follows:
| Election of Directors | For | Withheld | Broker Non-Votes | ||||||||
| Stacy Brown-Philpot | 91,868,768 | 1,867,316 | 31,913,954 | ||||||||
| James L. Donald | 91,966,318 | 1,769,766 | 31,913,954 | ||||||||
| Kirsten A. Green | 91,857,455 | 1,878,629 | 31,913,954 | ||||||||
| Glenda G. McNeal | 91,268,460 | 2,467,624 | 31,913,954 | ||||||||
| Erik B. Nordstrom | 92,340,755 | 1,395,329 | 31,913,954 | ||||||||
| Peter E. Nordstrom | 92,413,552 | 1,322,532 | 31,913,954 | ||||||||
| Amie Thuener O’Toole | 91,803,267 | 1,932,817 | 31,913,954 | ||||||||
| Guy B. Persaud | 92,123,055 | 1,613,029 | 31,913,954 | ||||||||
| Eric D. Sprunk | 91,497,167 | 2,238,917 | 31,913,954 | ||||||||
| Bradley D. Tilden | 90,948,507 | 2,787,577 | 31,913,954 | ||||||||
| Mark J. Tritton | 91,124,598 | 2,611,486 | 31,913,954 | ||||||||
| Atticus N. Tysen | 91,890,068 | 1,846,016 | 31,913,954 | ||||||||
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||
| Ratification of the Appointment of Independent Registered Public Accounting Firm | 122,290,730 | 3,118,074 | 241,234 | n/a | |||||||||||||
| Advisory Vote Regarding Executive Compensation | 90,499,250 | 2,972,558 | 264,276 | 31,913,954 | |||||||||||||
ITEM 8.01 Other Events
On May 22, 2024, Nordstrom, Inc. issued a press release announcing that the Board of Directors has approved a quarterly dividend. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
Press release of Nordstrom, Inc., dated May 22, 2024 | ||||||||
| 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: May 28, 2024