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 22, 2019
NORDSTROM, INC.
(Exact name of registrant as specified in its charter)
Washington
 
001-15059
 
91-0515058
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1617 Sixth Avenue, Seattle, Washington
 
98101
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code (206) 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:
___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
___ 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
Common stock, without par value
JWN
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 ¨
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 22, 2019 , the Board approved an amendment to the Company's Bylaws (the "Bylaw Amendment"). The sole amendment consisted of decreasing the maximum number of directors from twelve (12) to eleven (11). The Bylaw Amendment was effective at adoption.
The Bylaws, as amended by the Amendment, are filed with this Current Report on Form 8-K as Exhibit 3.1 and are incorporated by reference herein. The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Bylaws, as amended by the Amendment.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of the Company held on May 23, 2019, the shareholders voted on the election of each of the Company’s eleven nominees for directors for the term of one year, the ratification of the appointment of Deloitte & Touche LLP as Independent Auditors of the Company, an advisory vote regarding executive compensation, and the approval of the Company's 2019 Equity Incentive Plan.
The results of the voting were as follows:
Election of Directors
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
Shellye L. Archambeau
 
106,363,407

 
1,349,384

 
99,836

 
22,912,696

Stacy Brown-Philpot
 
107,445,572

 
266,231

 
100,824

 
22,912,696

Tanya L. Domier
 
105,218,116

 
2,493,282

 
101,229

 
22,912,696

Kirsten A. Green
 
107,313,922

 
399,234

 
99,471

 
22,912,696

Glenda G. McNeal
 
106,475,992

 
1,237,313

 
99,322

 
22,912,696

Erik B. Nordstrom
 
107,485,413

 
240,400

 
86,814

 
22,912,696

Peter E. Nordstrom
 
107,440,867

 
285,849

 
85,911

 
22,912,696

Brad D. Smith
 
89,566,278

 
16,439,918

 
1,806,431

 
22,912,696

Gordon A. Smith
 
107,417,840

 
270,371

 
124,416

 
22,912,696

Bradley D. Tilden
 
107,357,419

 
354,749

 
100,459

 
22,912,696

B. Kevin Turner
 
107,219,541

 
489,545

 
103,541

 
22,912,696

 
 
 
 
 
 
 
 
 
Ratification of the Appointment of Independent Registered Public Accounting Firm
 
125,665,406

 
4,927,155

 
132,762

 
n/a

Advisory Vote Regarding Executive Compensation
 
101,351,026

 
6,184,347

 
277,254

 
22,912,696

Approval of the Nordstrom, Inc. 2019 Equity Incentive Plan
 
100,652,994

 
6,987,178

 
172,455

 
22,912,696

ITEM 8.01 Other Events
On May 23, 2019, 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
 
Bylaws, as amended and restated on May 22, 2019
 
Press release of Nordstrom, Inc., dated May 23, 2019
EXHIBIT INDEX
 
 
 
EXHIBIT
 
 
NUMBER
 
DESCRIPTION
 
 
 
 
Bylaws, as amended and restated on May 22, 2019
 
Press release of Nordstrom, Inc., dated May 23, 2019
 
 
 
 
 
 


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/ Anne L. Bramman
Anne L. Bramman
Chief Financial Officer,
(Principal Financial Officer)
 


Date: May 29, 2019



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