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) June 25, 2013
NORDSTROM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 001-15059 91-0515058
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) 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))
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 26, 2013, Nordstrom, Inc. issued a press release announcing that
effective June 25, 2013, the Board of Directors of the Company, upon
recommendation of its Corporate Governance and Nominating Committee, appointed
Brad Smith, President and Chief Executive Officer of Intuit, Inc. to the Board
of Directors of Nordstrom. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
As a nonemployee director, Mr. Smith will receive compensation for his
services on the Board equivalent to the cash retainer and common stock award
compensation described under the caption "Director Compensation" of the
Company's proxy statement that was filed with the Securities and Exchange
Commission on April 1, 2013. He will also be eligible to participate in the
Company's other compensation benefit plans and programs for nonemployee
directors as described in the proxy statement.
The Company plans to enter into its standard Independent Director
Indemnification Agreement with Mr. Smith, the form of which was filed with the
Securities and Exchange Commission. Mr. Smith and the Company are not parties
to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
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.
By: /s/ Robert B. Sari
-----------------------
Robert B. Sari
Executive Vice President,
General Counsel and Corporate
Secretary
Dated: June 26, 2013
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
99.1 Nordstrom press release dated June 26, 2013 announcing the
appointment of Brad Smith to the Company's Board of Directors.