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 23, 2006
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 (see General Instruction A.2 below):
___ 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Amendment to the Company's Employee Stock Purchase Plan
On May 23, 2006, at the Nordstrom, Inc. (the "Company") Annual Meeting of
Shareholders, shareholders of the Company approved an amendment to the
Nordstrom, Inc. Employee Stock Purchase Plan (the "Stock Purchase Plan")
which increased the maximum number of shares of Common Stock authorized for
issuance under the Stock Purchase Plan by 2,400,000 shares. The primary
purpose of the amendment is to ensure that Nordstrom will have a sufficient
reserve of Common Stock available under the Stock Purchase Plan to provide
eligible employees of Nordstrom and its participating subsidiaries with the
continuing opportunity to acquire a proprietary interest in Nordstrom through
participation in the Stock Purchase Plan. A copy of the Stock Purchase Plan
was included as an Appendix to the Company's Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on April 13,
2006.
Director Compensation
On May 23, 2006, the Company's Corporate Governance and Nominating Committee
of the Board of Directors ratified the following compensation package for
non-employee directors of the Company, which was originally approved by the
Board of Directors (the "Board") on August 23, 2005:
- an annual award of Company Common Stock having a value of $75,000
(based on the May 23, 2006 closing price of the Company's Common
Stock);
- an annual cash retainer of $50,000;
- an annual retainer fee for Committee Chairs as follows:
- Audit Committee Chair - $15,000
- Compensation Committee Chair - $12,500
- Corporate Governance and Nominating Committee Chair - $10,000
- Finance Committee Chair - $10,000; and
- an annual retainer fee for Committee Members as follows:
- Audit Committee Members - $10,000
- Compensation Committee Members - $10,000
- Corporate Governance and Nominating Committee Members - $10,000
- Finance Committee Members - $10,000
In addition to the amounts set forth above, Enrique Hernandez, Jr., as the
Lead Director and Non-Executive Chairman of the Board, will receive an annual
award of Company Common Stock valued at $200,000.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
(b) On May 23, 2006, the Company announced the retirement of its Chairman of
the Board, Mr. Bruce A. Nordstrom, and Board members Mr. John N. Nordstrom
and Mr. Alfred E. Osborne, Jr., Ph.D. In addition, Nordstrom announced the
election of all nine nominated directors to the Board, including new nominees
Mr. Erik B. Nordstrom and Mr. Peter E. Nordstrom. Mr. Enrique Hernandez, Jr.
a nine-year independent director, and lead director of the Board since 2000,
takes on the role of Non-Executive Chairman, effective immediately. A copy
of the press release is attached hereto as Exhibit 99.1.
ITEM 5.03 AMENDMENTS TO THE ARTICLES OF INCORPOARTION OR BYLAWS; CHANGE IN
FISCAL YEAR
(a) On May 23, 2006, the Company's Board unanimously approved the following
amendments to the Company's bylaws, effective immediately: 1) decrease the
number of directors from ten to nine, 2) create the position of Non-Executive
Chairman of the Board, and 3) allow for the electronic transmission of
written consents from Board and Board Committee members.
The preceding summary is not intended to be complete, and is qualified in its
entirety by reference to the full text of the Amended and Restated Bylaws
attached hereto as Exhibit 3.1 and incorporated herein by reference.
ITEM 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A
PROVISION OF THE CODE OF ETHICS
(a) On May 23, 2006, the Company's Board unanimously approved additional
provisions to the Company's Code of Business Conduct and Ethics, including a
new provision detailing the Company's policy regarding Internet
communications. The new provision states that all confidentiality and
nondisclosure expectations apply to all Internet communications, including
blogging, chatting and posting online.
ITEM 8.01 OTHER EVENTS
On May 23, 2006, the Company issued a press release announcing that its Board
has authorized a $1 billion share repurchase program. A copy of this press
release announcing the share repurchase authorization is attached hereto as
Exhibit 99.1.
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.
NORDSTROM, INC.
By: /s/ David L. Mackie
--------------------
David L. Mackie
Vice President, Real Estate
and Corporate Secretary
Dated: May 30, 2006
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
3.1 Bylaws of Nordstrom, Inc. (amended and restated as of May 23, 2006)
99.1 Nordstrom, Inc.'s press release dated May 23, 2006 announcing the
retirement of Mr. Bruce Nordstrom, Mr. John Nordstrom and Mr.
Alfred Osborne from the Board of Directors, the election of Mr.
Erik Nordstrom and Mr. Peter Nordstrom to the Board of Directors
and the authorization of a $1 billion share repurchase program.