Document
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 16, 2017
NORDSTROM, INC.
(Exact name of registrant as specified in its charter)
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Washington | | 001-15059 | | 91-0515058 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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))
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 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of the Company held on May 16, 2017, 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 Auditors of the Company, two advisory votes regarding executive compensation and the approval of the Amended and Restated Nordstrom, Inc. 2010 Equity Incentive Plan.
The results of the voting were as follows: |
| | | | | | | | | | | | | | | |
Election of Directors | | For | | Against | | Abstentions | | Broker Non-Votes | | |
Shellye L. Archambeau | | 122,567,281 |
| | 201,606 |
| | 166,411 |
| | 21,041,554 |
| | |
Stacy Brown-Philpot | | 122,391,149 |
| | 363,837 |
| | 180,312 |
| | 21,041,554 |
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Tanya L. Domier | | 121,624,583 |
| | 1,156,267 |
| | 154,448 |
| | 21,041,554 |
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Blake W. Nordstrom | | 122,562,465 |
| | 270,640 |
| | 102,193 |
| | 21,041,554 |
| | |
Erik B. Nordstrom | | 122,463,925 |
| | 369,948 |
| | 101,425 |
| | 21,041,554 |
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Peter E. Nordstrom | | 122,462,761 |
| | 369,406 |
| | 103,131 |
| | 21,041,554 |
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Philip G. Satre | | 121,520,769 |
| | 1,255,451 |
| | 159,078 |
| | 21,041,554 |
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Brad D. Smith | | 122,136,748 |
| | 648,260 |
| | 150,290 |
| | 21,041,554 |
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Gordon A. Smith | | 121,826,703 |
| | 972,427 |
| | 136,168 |
| | 21,041,554 |
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Bradley D. Tilden | | 122,571,983 |
| | 230,390 |
| | 132,925 |
| | 21,041,554 |
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B. Kevin Turner | | 122,539,712 |
| | 230,821 |
| | 164,765 |
| | 21,041,554 |
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Robert D. Walter | | 121,756,959 |
| | 1,016,519 |
| | 161,820 |
| | 21,041,554 |
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Ratification of the Appointment of Independent Auditors | | 141,784,932 |
| | 2,064,140 |
| | 127,780 |
| | n/a |
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Advisory Vote Regarding Executive Compensation | | 113,402,232 |
| | 9,059,782 |
| | 473,284 |
| | 21,041,554 |
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Approval of the Amendment and Restatement of the Nordstrom, Inc. 2010 Equity Incentive Plan
| | 95,884,770 |
| | 26,697,547 |
| | 352,981 |
| | 21,041,554 |
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| | 1 Year | | 2 Years | | 3 Years | | Abstentions | | Broker Non-Vote |
Advisory Vote Regarding the Frequency of Future Advisory Votes on Executive Compensation | | 117,536,492 |
| | 298,454 |
| | 4,735,081 |
| | 365,271 |
| | 21,041,554 |
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ITEM 8.01 Other Events
On May 16, 2017, 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
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99.1 | | Press release of Nordstrom, Inc., dated May 16, 2017. |
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.
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NORDSTROM, INC. |
(Registrant) |
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/s/ Robert B. Sari |
Robert B. Sari |
Executive Vice President, |
General Counsel and Corporate Secretary |
Date: May 22, 2017
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EXHIBIT INDEX |
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EXHIBIT | | |
NUMBER | | DESCRIPTION |
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99.1 | | Press release of Nordstrom, Inc., dated May 16, 2017. |
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