0000072333falsefalse00000723332023-06-062023-06-060000072333us-gaap:CommonStockMember2023-06-062023-06-060000072333us-gaap:RightsMember2023-06-062023-06-06

Date of Report (Date of earliest event reported) June 6, 2023

(Exact name of registrant as specified in its charter)

(Address of principal executive offices)

Registrant’s telephone number, including area code (206) 628-2111

(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:

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. ☐

At the Annual Meeting of Shareholders of the Company held on June 6, 2023, the following seven items were presented for a vote of the shareholders: (i) the election of each of the Company’s eleven nominees for directors for the term of one year, (ii) the ratification of the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm, (iii) an advisory voted concerning the compensation of the Company’s Named Executive Officers (“Say on Pay”); (iii) an advisory vote concerning the frequency of future Say on Pay votes; (v) approval of the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan; (vi) approval of the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan; and (vii) an advisory vote regarding the extension of the Company’s Shareholder Rights Agreement until September 19, 2025. The results of the voting were as follows:

Election of Directors			For			Withheld			Broker Non-Votes
Stacy Brown-Philpot			105,080,292			8,954,637			16,093,565
James L. Donald			105,408,534			8,626,395			16,093,565
Kirsten A. Green			105,135,941			8,898,988			16,093,565
Glenda G. McNeal			102,825,507			11,209,422			16,093,565
Erik B. Nordstrom			105,569,929			8,465,000			16,093,565
Peter E. Nordstrom			105,552,859			8,482,070			16,093,565
Eric D. Sprunk			105,823,479			8,211,450			16,093,565
Amie Thuener O’Toole			105,153,083			8,881,846			16,093,565
Bradley D. Tilden			103,472,974			10,561,955			16,093,565
Mark J. Tritton			103,199,171			10,835,758			16,093,565
Atticus N. Tysen			105,837,734			8,197,195			16,093,565

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.

 

Date: June 7, 2023