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) January 10, 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)) |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c)
On January 10, 2019, the Board of Directors of the Nordstrom, Inc. (the “Company”) designated Erik Nordstrom as the Company’s principal executive officer for purposes of the Company’s obligations under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. This designation did not involve a change in Mr. Nordstrom’s title or compensation, and both he and Peter Nordstrom continue to serve as co-Presidents of the Company. In satisfaction of the disclosure required by Items 401(b), (d) and (e) of Regulation S-K, the section of the Company’s Proxy Statement, filed with the Securities and Exchange Commission on April 19, 2018 entitled “Election of Directors” is incorporated by reference herein. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Erik Nordstrom and the Company that would be required to be reported.
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/ Robert B. Sari |
| Robert B. Sari |
| Senior Vice President, |
| General Counsel and Corporate Secretary |
Date: January 10, 2019