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 11, 2011

 

 

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)		(I.R.S. 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))

 

 

 

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ITEM 2.02 Results of Operations and Financial Condition

On May 12, 2011, Nordstrom, Inc. issued an earnings release announcing its results of operations for the quarter ended April 30, 2011, its financial position as of April 30, 2011, and its cash flows for the quarter ended April 30, 2011. A copy of this earnings release is attached as Exhibit 99.1.

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On May 12, 2011, Nordstrom, Inc. issued a press release announcing the reelection of all existing members of the Board of Directors and the addition of Michelle M. Ebanks, President of Essence Communications, Inc. as a new director on the Board. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

ITEM 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of Nordstrom, Inc. (the “Company”) held on May 11, 2011, the shareholders voted on the election of each of the company’s twelve nominees for directors for the term of one year, the approval of the amendment to the Nordstrom, Inc. Employee Stock Purchase Plan, the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, an advisory resolution on executive compensation, and an advisory vote on the frequency of future advisory votes on executive compensation.

The results of the voting were as follows:

 

		For				Against				Abstentions				Broker Non-Votes
Election of Directors
Phyllis J. Campbell			166,760,174				203,416				241,985				18,054,294
Michelle M. Ebanks			166,566,170				344,893				294,512				18,054,294
Enrique Hernandez, Jr.			160,143,854				6,868,552				193,169				18,054,294
Robert G. Miller			166,728,318				185,351				291,906				18,054,294
Blake W. Nordstrom			166,750,554				217,359				237,662				18,054,294
Erik B. Nordstrom			166,748,603				218,481				238,491				18,054,294
Peter E. Nordstrom			166,755,876				208,931				240,768				18,054,294
Philip G. Satre			162,266,586				4,591,360				347,629				18,054,294
Felicia D. Thornton			166,691,584				197,098				316,893				18,054,294
B. Kevin Turner			166,730,927				210,454				264,194				18,054,294
Robert D. Walter			163,286,609				3,535,614				383,352				18,054,294
Alison A. Winter			166,730,309				224,051				251,215				18,054,294
Approval of the Amendment to the Nordstrom, Inc. Employee Stock Purchase Plan			165,935,957				912,033				357,585				18,054,294
Ratification of the Appointment of Independent Registered Public Accounting Firm			182,991,469				1,924,089				344,311				n/a
Approval of Advisory Resolution on Executive Compensation			162,475,553				4,270,888				459,134				18,054,294

 

		One Year				Two Years				Three Years				Abstentions				Broker Non-Votes
Approval of Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation			155,594,232			1,090,108					10,264,368				256,867				18,054,294

Based on the Board of Directors’ recommendation in the Proxy Statement and the voting results with respect to the advisory vote on the frequency of future advisory votes on executive compensation, the Company has adopted a policy to hold an advisory vote on executive compensation annually.

ITEM 7.01 Regulation FD Disclosure

On May 12, 2011, Nordstrom, Inc. issued an earnings release announcing its results of operations for the quarter ended April 30, 2011, its financial position as of April 30, 2011, and its cash flows for the quarter ended April 30, 2011. A copy of this earnings release is attached as Exhibit 99.1.

ITEM 8.01 Other Events

On May 12, 2011, Nordstrom, Inc. issued a press release announcing that its Board of Directors has authorized a $750 million share repurchase program. Nordstrom, Inc. also announced that its Board of Directors has approved a quarterly dividend. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

 

99.1		Nordstrom earnings release dated May 12, 2011 relating to the Company’s results of operations for the quarter ended April 30, 2011, its financial position as of April 30, 2011, and its cash flows for the quarter ended April 30, 2011.
99.2		Press release dated May 12, 2011 announcing the reelection of the Company’s existing directors and the appointment of Michelle M. Ebanks to the Company’s Board of Directors.
99.3		Press release of Nordstrom, Inc., dated May 12, 2011.

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SIGNATURE

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.

 

Dated: May 12, 2011

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EXHIBIT INDEX

 

EXHIBIT NUMBER		DESCRIPTION
99.1		Nordstrom earnings release dated May 12, 2011 relating to the Company’s results of operations for the quarter ended April 30, 2011, its financial position as of April 30, 2011, and its cash flows for the quarter ended April 30, 2011.
99.2		Press release dated May 12, 2011 announcing the reelection of the Company’s existing directors and the appointment of Michelle M. Ebanks to the Company’s Board of Directors.
99.3		Press release of Nordstrom, Inc., dated May 12, 2011.