Nordstrom Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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ITEM 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting of shareholders of Nordstrom, Inc., a Washington corporation (the “Company”), was held at 9:00 A.M. Pacific Time on May 16, 2025, in a virtual meeting format via live interactive webcast (the “Special Meeting”). As of the close of business on April 7, 2025, the record date for the Special Meeting (the “Record Date”), 167,234,578 shares of common stock, no par value per share, of the Company (“Company Common Stock”) were outstanding and entitled to vote at the Special Meeting. At the Special Meeting, a total of 142,942,995 shares of Company Common Stock were present by means of remote communication or represented by proxy, or approximately 85.47% of the issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting, and, therefore, a quorum was present for the Special Meeting. A summary of the voting results for the following proposals, each of which is described in detail in the Company’s definitive proxy statement, dated April 10, 2025, and first mailed to the Company’s shareholders on or about the date thereof, is set forth below.
Merger Proposal
As previously announced, on December 22, 2024, the Company entered into an Agreement and Plan of Merger (as may be amended, supplemented, or modified from time to time, the “Merger Agreement”) with Nordstrom Holdings, Inc. (formerly known as Norse Holdings, Inc.), a Delaware corporation (“Parent”), and Navy Acquisition Co. Inc., a Washington corporation and a direct, wholly owned subsidiary of Parent (“Acquisition Sub”).
Pursuant to the Merger Agreement, approval of the Merger Agreement required the affirmative vote of (1) the holders of shares of Company Common Stock representing two-thirds of the outstanding shares of Company Common Stock entitled to vote thereon at the Special Meeting (the “Two-Thirds Approval”) and (2) the holders of shares of Company Common Stock representing a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Special Meeting other than shares owned, directly or indirectly, by any of the Parent Parties (as defined in the Merger Agreement) or by any director or officer (within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) of the Company (the “Majority of the Minority Approval”). As of the Record Date, 96,549,953 shares of Company Common Stock were outstanding and entitled to vote for purposes of the Majority of the Minority Approval.
At the Special Meeting, the Company’s shareholders voted upon and approved a proposal to approve the Merger Agreement. The votes on this proposal were as follows:
| For | Against | Abstain | ||||
| Two-Thirds Approval | 142,030,974 | 770,781 | 141,240 | |||
| Majority of the Minority Approval | 71,381,079 | 770,781 | 141,240 |
Compensation Proposal
At the Special Meeting, the Company’s shareholders voted upon and approved a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger. Approval of this proposal required that the number of votes cast “FOR” the proposal at the Special Meeting exceeded the number of votes cast “AGAINST” the proposal. The votes on this proposal were as follows:
| For | Against | Abstain | ||
| 137,006,915 | 5,509,460 | 426,620 |
Adjournment Proposal
Because the Merger Proposal was approved, the proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting, was rendered moot and was not called for a vote at the Special Meeting.
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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: May 19, 2025
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