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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nordstrom, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-15059 Nordstrom, Inc. (Exact name of registrant as specified in its cha |
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| May 30, 2025 |
Exhibit 1.01 Conflict Minerals Report This is the Conflict Minerals Report ("CMR") of Nordstrom, Inc. ("Nordstrom," “we,” “us,” “our, or the "Company") for calendar year 2024 in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 ("Rule 13p-1"). Rule 13p-1 requires disclosure of certain information when a company manufactures or contracts to manufacture products that contain gold, |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT NORDSTROM, INC. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 1617 Sixth Avenue, Seattle, Washington 98101 (Address of princ |
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| May 21, 2025 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 02, 2025, pursuant to the provisions of Rule 12d2-2 (a). |
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| May 21, 2025 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 02, 2025, pursuant to the provisions of Rule 12d2-2 (a). |
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| May 20, 2025 |
As filed with the Securities and Exchange Commission on May 20, 2025 As filed with the Securities and Exchange Commission on May 20, 2025 Registration No. |
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| May 20, 2025 |
AMENDMENT NO. 1 ROLLOVER, VOTING AND SUPPORT AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO ROLLOVER, VOTING AND SUPPORT AGREEMENT This AMENDMENT NO. 1 TO ROLLOVER, VOTING AND SUPPORT AGREEMENT (this “Amendment”), dated as of May 20, 2025 (the “Amendment Effective Date”), amends that certain Rollover, Voting and Support Agreement, dated as of December 22, 2024 (the “Rollover and Support Agreement”), by and among Nordstrom, Inc., a Washington corporation (t |
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| May 20, 2025 |
Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 20, 2025, is entered into by and among (i) Nordstrom, Inc., a Washington corporation (the “Company”), (ii) Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee (as defined below) under the Indenture (as defined below) and (iii |
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| May 20, 2025 |
As filed with the Securities and Exchange Commission on May 20, 2025 As filed with the Securities and Exchange Commission on May 20, 2025 Registration No. |
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| May 20, 2025 |
AMENDED AND RESTATED ARTICLES OF INCORPORATION Nordstrom, Inc. ARTICLE I NAME Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF Nordstrom, Inc. ARTICLE I NAME The name of this corporation is Nordstrom, Inc. ARTICLE II Duration The period of duration of this corporation is perpetual. ARTICLE III PURPOSE This corporation is organized for the purpose of engaging in any business, trade or activity which may be conducted lawfully by a corporation organized under the |
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| May 20, 2025 |
As filed with the Securities and Exchange Commission on May 20, 2025 As filed with the Securities and Exchange Commission on May 20, 2025 Registration No. |
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| May 20, 2025 |
As filed with the Securities and Exchange Commission on May 20, 2025 As filed with the Securities and Exchange Commission on May 20, 2025 Registration No. |
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| May 20, 2025 |
As filed with the Securities and Exchange Commission on May 20, 2025 As filed with the Securities and Exchange Commission on May 20, 2025 Registration No. |
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| May 20, 2025 |
Nordstrom Announces Completion of Acquisition by Nordstrom Family and Liverpool Exhibit 99.1 Nordstrom Announces Completion of Acquisition by Nordstrom Family and Liverpool SEATTLE, May 20, 2025 – Nordstrom, Inc. (the “Company”) today announced that Erik, Pete, Jamie Nordstrom and other members of the Nordstrom family and El Puerto de Liverpool, S.A.B. de C.V. (“Liverpool”) (BMV: LIVEPOL) have completed their all-cash acquisition of Nordstrom for $24.25 per share. Shareholder |
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| May 20, 2025 |
As filed with the Securities and Exchange Commission on May 20, 2025 As filed with the Securities and Exchange Commission on May 20, 2025 Registration No. |
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| May 20, 2025 |
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 20, 2025 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 20, 2025 |
As filed with the Securities and Exchange Commission on May 20, 2025 As filed with the Securities and Exchange Commission on May 20, 2025 Registration No. |
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| May 20, 2025 |
As filed with the Securities and Exchange Commission on May 20, 2025 As filed with the Securities and Exchange Commission on May 20, 2025 Registration No. |
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| May 20, 2025 |
As filed with the Securities and Exchange Commission on May 20, 2025 As filed with the Securities and Exchange Commission on May 20, 2025 Registration No. |
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| May 20, 2025 |
AMENDED AND RESTATED BYLAWS NORDSTROM, Inc. Adopted effective May 20, 2025 TABLE OF CONTENTS Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NORDSTROM, Inc. Adopted effective May 20, 2025 TABLE OF CONTENTS Page ARTICLE I REGISTERED OFFICE AND REGISTERED AGENT 1 ARTICLE II SHAREHOLDERS’ MEETINGS 1 Section 2.1 Annual Meetings 1 Section 2.2 Special Meetings 1 Section 2.3 Notice of Meetings 1 Section 2.4 Waiver of Notice 2 Section 2.5 Record Date 2 Section 2.6 Shareholders’ List for Meeting 3 Sect |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 NORDSTROM, INC. (Name of the Issuer) Nordstrom, Inc. Nordstrom Holdings, Inc. El Puerto de Liverpool, S.A.B. de C.V. Anne E. Gittinger Anne E. Gittinger Trust u/w Everett W. Nordstrom 1976 Elizabeth J. N |
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| May 20, 2025 |
As filed with the Securities and Exchange Commission on May 20, 2025 As filed with the Securities and Exchange Commission on May 20, 2025 Registration No. |
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| May 20, 2025 |
As filed with the Securities and Exchange Commission on May 20, 2025 As filed with the Securities and Exchange Commission on May 20, 2025 Registration No. |
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| May 20, 2025 |
Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 20, 2025, is entered into by and among (i) Nordstrom, Inc., a Washington corporation (the “Company”), (ii) Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee (as defined below) under the Indenture (as defined below) and (iii |
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| May 19, 2025 |
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 16, 2025 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 16, 2025 |
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 15, 2025 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 12, 2025 |
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 9, 2025 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 9, 2025 |
UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE Exhibit 99.2 Case 2:25-cv-00568-JHC Document 71 Filed 04/25/25 Page 1 of 10 THE HONORABLE JOHN H. CHUN UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE ERIC GILBERT, Plaintiff, v. NORDSTROM, INC.; NAVY ACQUISITION CO., INC.; NORSE HOLDINGS, INC.; ERIK B. NORDSTROM; PETER E. NORDSTROM; JAMES L. DONALD; KIRSTEN A. GREEN; GLENDA G. MCNEAL; AMIE THUENER O’TOOLE; GUY B. PERSAUD; E |
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| May 9, 2025 |
UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE Exhibit 99.3 Case 2:25-cv-00568-JHC Document 72 Filed 04/25/25 Page 1 of 7 THE HONORABLE JOHN H. CHUN UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE ERIC GILBERT, Plaintiff, v. NORDSTROM, INC.; NAVY ACQUISITION CO., INC.; NORSE HOLDINGS, INC.; ERIK B. NORDSTROM; PETER E. NORDSTROM; JAMES L. DONALD; KIRSTEN A. GREEN; GLENDA G. MCNEAL; AMIE THUENER O’TOOLE; GUY B. PERSAUD; ER |
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| May 9, 2025 |
UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE Exhibit 99.1 Case 2:25-cv-00568-JHC Document 68 Filed 04/25/25 Page 1 of 6 THE HONORABLE JOHN H. CHUN UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE ERIC GILBERT, Plaintiff, v. NORDSTROM, INC.; NAVY ACQUISITION CO., INC.; NORSE HOLDINGS, INC.; ERIK B. NORDSTROM; PETER E. NORDSTROM; JAMES L. DONALD; KIRSTEN A. GREEN; GLENDA G. MCNEAL; AMIE THUENER O’TOOLE; GUY B. PERSAUD; ER |
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| May 9, 2025 |
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 9, 2025 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 9, 2025 |
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 9, 2025 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 22, 2025 |
Directors and Section 16 officers of Nordstrom, Inc. (“ Exhibit 99.1 To: Directors and Section 16 officers of Nordstrom, Inc. (“Nordstrom” or the “Company”) From: Ann Munson Steines, Chief Legal Officer, General Counsel and Corporate Secretary Date: April 21, 2025 Re: Notice Regarding Blackout Period and Regulation BTR Trading Restrictions As you are aware, Company shareholders will vote on a proposal to approve the Agreement and Plan of Merger dated a |
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| April 22, 2025 |
Financial Statements and Exhibits 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): April 21, 2025 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File N |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––––––––––––––––––––––––– SCHEDULE 14A –––––––––––––––––––––––––––––––––––––––––– PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 NORDSTROM, INC. (Name of the Issuer) Nordstrom, Inc. Norse Holdings, Inc. Navy Acquisition Co. Inc. El Puerto de Liverpool, S.A.B. de C.V. Anne E. Gittinger Anne E. Gittinger Trust u/w Everett W. Nordstr |
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| April 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 NORDSTROM, INC. (Name of the Issuer) Nordstrom, Inc. Norse Holdings, Inc. Navy Acquisition Co. Inc. El Puerto de Liverpool, S.A.B. de C.V. Anne E. Gittinger Anne E. Gittinger Trust u/w Everett W. Nordstr |
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| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––––––––––––––––––––––––– SCHEDULE 14A –––––––––––––––––––––––––––––––––––––––––– PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ |
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| April 4, 2025 |
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) April 1, 2025 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 4, 2025 |
Sidley Austin LLP 1 South Dearborn street chicago, illinois 60603 +1 312 853 7000 +1 312 853 7036 FAX AMERICA · ASIA PACIFIC · EUROPE +1 312 853 2060 ggerstman@SIDLEY. |
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| March 21, 2025 |
Significant subsidiaries of the Registrant Exhibit 21.1 Nordstrom, Inc. and Subsidiaries Significant Subsidiaries of the Registrant As of and for the fiscal year ended February 1, 2025 Name of Subsidiary Jurisdiction of Incorporation Nordstrom Card Services, Inc. Delaware |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 1, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-1505 |
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| March 21, 2025 |
Form of 2025 Performance Share Unit Award Agreement Exhibit 10.24 Performance Share Unit Award Agreement AN AWARD (“AWARD”) FOR PERFORMANCE SHARE UNITS (“UNITS”), representing a number of shares of Nordstrom Common Stock (“Common Stock”) as noted in the Performance Share Unit Award Notice (the “Notice”), of Nordstrom, Inc., a Washington Corporation (the “Company”), is hereby granted to the Recipient (“Unit holder”) on the date set forth in the Noti |
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| March 21, 2025 |
Nordstrom Supplemental Executive Retirement Plan (2024 Restatement) Exhibit 10.27 NORDSTROM SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 2024 Restatement As Adopted on December 22, 2024 ARTICLE I. TITLE, PURPOSE AND EFFECTIVE DATE 1.01Title. This plan shall be known as the Nordstrom Supplemental Executive Retirement Plan, and any reference in this instrument to the “Plan” or “SERP” shall include the plan as described herein and as amended from time to time. 1.02Purpose. |
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| March 4, 2025 |
CALCULATION OF FILING FEE TABLES SC 14A NORDSTROM, INC. Table 1 to Paragraph (a)(7) Ex-Filing Fees CALCULATION OF FILING FEE TABLES SC 14A NORDSTROM, INC. Table 1 to Paragraph (a)(7) Line Item Type Notes Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid (1) $ 2,674,529,169.01 0.00015310 $ 409,470.42 Total Transaction Valuation: $ 2,674,529,169.01 Total Fees Due for Filing: $ 409,470.42 Total Fees Previously Paid: 0.00 Total Fee Offsets: 0.00 Net Fee Due: $ 409,4 |
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| March 4, 2025 |
Nordstrom Reports Fourth Quarter 2024 Earnings Exhibit 99.1 Nordstrom Reports Fourth Quarter 2024 Earnings ● Revenue, comparable sales and earnings at or above high end of fiscal 2024 outlook ● Quarterly sales growth across banners, stores and digital excluding the 53rd week; comparable sales up 4.7 percent ● Strong EBIT margin in fourth quarter, expanding year-over-year SEATTLE – March 4, 2025 – Nordstrom, Inc. (NYSE: JWN) today reported four |
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| March 4, 2025 |
Exhibit (c)(viii) PRELIMINARY & CONFIDENTIAL DRAFT | SUBJECT TO REVIEW PROJECT NORSE UPDATE JUNE 15, 2024 PRELIMINARY & CONFIDENTIAL DRAFT | SUBJECT TO REVIEW 2 EXECUTIVE SUMMARY • On March 19, 2024, Reuters reported that the Norse Family was seeking to take the Company private – Following the report, Norse’s stock experienced +9% 1 - day and +18% 3 - day price increases – Consequently, the pre - report price of $17. |
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| March 4, 2025 |
Exhibit 16(b)(i) Execution Version WELLS FARGO BANK, NATIONAL ASSOCIATION 125 High Street, 11th Floor Boston, Massachusetts 02110 JPMORGAN CHASE BANK, N. |
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| March 4, 2025 |
Exhibit (c)(xi) PRELIMINARY & CONFIDENTIAL | SUBJECT TO REVIEW PROJECT NORSE UPDATE OCTOBER 2, 2024 PRELIMINARY & CONFIDENTIAL | SUBJECT TO REVIEW PROPOSED TRANSACTION SUMMARY 2 Notes Reflecting Latest Proposal $MM $MM $MM Sources # • Estimate for FY2024 year - end $620 $620 $620 Company Cash on Balance Sheet 1 • From Q2 2024A Balance Sheet, inclusive of unamortized discounts and debt issuance costs 2,690 2,690 2,615 Company Existing Debt 2 • Likely funded through $1 - 1. |
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| March 4, 2025 |
Exhibit (c)(xvii) PRELIMINARY & CONFIDENTIAL PROJECT NORSE UPDATE NOVEMBER 20, 2024 PRELIMINARY & CONFIDENTIAL 2 AGENDA 1 Norse and Peers Trading Performance Update 2 Illustrative “Adjusted Unaffected” Price Methodologies 5 Review of Strategic Alternatives 3 Preliminary Valuation Considerations 4 RAS / RES Process Update PRELIMINARY & CONFIDENTIAL Kohl's Macy's Norse (0. |
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| March 4, 2025 |
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) March 4, 2025 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 4, 2025 |
Exhibit 16(b)(iv) EXECUTION VERSION LIMITED GUARANTY This LIMITED GUARANTY is dated as of December 22, 2024 (this “Limited Guaranty”), and is by El Puerto de Liverpool, S. |
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| March 4, 2025 |
Exhibit (c)(xviii) PRELIMINARY & CONFIDENTIAL PROJECT NORSE PRESENTATION TO THE BOARD OF DIRECTORS DECEMBER 19, 2024 PRELIMINARY & CONFIDENTIAL ▪ Throughout 2023, at the request of the Norse Board of Directors, management worked with Morgan Stanley and Centerview Partners to independently evaluate value creation options due to persistent negative public market investor sentiment around the Departm |
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| March 4, 2025 |
Exhibit (c)(xiv) PRELIMINARY & CONFIDENTIAL PROJECT NORSE SPECIAL COMMITTEE UPDATE OCTOBER 18, 2024 PRELIMINARY & CONFIDENTIAL AGENDA 1 ▪ Trading Performance Update 2 ▪ Perspectives on Credit Ratings in Downside Scenarios 3 ▪ SERP Impact on Agency Leverage 2 PRELIMINARY & CONFIDENTIAL 3 SECTION 1 TRADING PERFORMANCE UPDATE PRELIMINARY & CONFIDENTIAL 3. |
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| March 4, 2025 |
Exhibit 16(c)(ix) PRELIMINARY & CONFIDENTIAL DRAFT | SUBJECT TO REVIEW PROJECT NORSE UPDATE SEPTEMBER 11, 2024 PRELIMINARY & CONFIDENTIAL DRAFT | SUBJECT TO REVIEW 2 SITUATION UPDATE ▪ Throughout 2023, at the request of the Norse Board of Directors, management worked with Morgan Stanley and Centerview Partners to independently evaluate value creation potential across a number of different scenario |
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| March 4, 2025 |
Exhibit (c)(xvi) PRELIMINARY & CONFIDENTIAL | SUBJECT TO REVIEW Selected Commentary Δ vs. |
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| March 4, 2025 |
Exhibit (c)(xii) PRELIMINARY & CONFIDENTIAL | SUBJECT TO REVIEW PROJECT NORSE UPDATE OCTOBER 11, 2024 PRELIMINARY & CONFIDENTIAL | SUBJECT TO REVIEW PROPOSED TRANSACTION SUMMARY 2 $MM Notes Reflecting Latest Proposal $MM $MM $MM Uses # $3,966 • Based on Q2 2024A basic shares outstanding (164. |
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| March 4, 2025 |
Exhibit 16(c)(v) PROJECT NORSE BOARD UPDATE FEBRUARY 27, 2024 Preliminary & Confidential Draft ▪ Following the last Board discussion on February 4 th , the financial advisors to the Special Committee have continued to engage with the remaining interested financial sponsor parties. |
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| March 4, 2025 |
Exhibit (c)(xix) S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L December 2024 Nordstrom – Valuation Overview C O N F I D E N T I A L P R O J E C T N A V Y Executive Summary SITUATION OVERVIEW Nordstrom is conducting a sale process for a potential take private transaction Nordstrom created a special committee to analyze any potential offers Liverpool currently owns a ~9. |
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| March 4, 2025 |
Exhibit 16(b)(iii) EXECUTION VERSION LIMITED GUARANTY This LIMITED GUARANTY is dated as of December 22, 2024 (this “Limited Guaranty”), and is by the natural persons and trusts set forth on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of Nordstrom, Inc. |
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| March 4, 2025 |
Exhibit 16(d)(iv) COOPERATION AGREEMENT This Cooperation Agreement (the “Agreement”) is made as of December 22, 2024 (the “Effective Date”) by and among Norse Holdings, Inc. |
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| March 4, 2025 |
Exhibit 16(c)(x) PRELIMINARY & CONFIDENTIAL DRAFT | SUBJECT TO REVIEW PROJECT NORSE UPDATE SEPTEMBER 15, 2024 PRELIMINARY & CONFIDENTIAL DRAFT | SUBJECT TO REVIEW 2 SITUATION UPDATE ▪ Throughout 2023, at the request of the Norse Board of Directors, management worked with Morgan Stanley and Centerview Partners to independently evaluate value creation potential across a number of different scenarios |
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| March 4, 2025 |
Exhibit 16(b)(ii) EXECUTION VERSION EL PUERTO DE LIVERPOOL, S.A.B. DE C.V. December 22, 2024 Norse Holdings, Inc. c/o Nordstrom, Inc. 1617 Sixth Avenue, Seattle, Washington 98101 Phone: (206) 628-2111 Attention: Erik Nordstrom Re: Equity Financing Commitment Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or s |
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| March 4, 2025 |
Exhibit (c)(iii) PRELIMINARY & CONFIDENTIAL PROJECT NORSE PRESENTATION TO THE BOARD OF DIRECTORS DECEMBER 22, 2024 PRELIMINARY & CONFIDENTIAL ▪ Throughout 2023, at the request of the Norse Board of Directors, management worked with Morgan Stanley and Centerview Partners to independently evaluate value creation options due to persistent negative public market investor sentiment around the Departmen |
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| March 4, 2025 |
Exhibit 16(c)(vii) PRELIMINARY & CONFIDENTIAL DRAFT | SUBJECT TO REVIEW PROJECT NORSE UPDATE MAY 5, 2024 PRELIMINARY & CONFIDENTIAL DRAFT | SUBJECT TO REVIEW 2 EXECUTIVE SUMMARY ▪ The Department Store landscape remains challenged and continues to lose market share to other channels within the broader Apparel & Footwear ecosystem, contributing to bearish investor sentiment regarding Norse and its peers ▪ Norse’s share price has decreased by 61% over past five years and currently trading at an NTM EBITDA multiple of 4. |
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| March 4, 2025 |
Exhibit 16(c)(iv) PROJECT NORSE BOARD UPDATE FEBRUARY 4, 2024 Preliminary & Confidential Draft Preliminary & Confidential Draft EXECUTIVE SUMMARY 2 ▪ The Board previously requested management evaluate potential alternatives to enhance shareholder value, including exploratory discussions with potential equity investors ▪ Following the last Board discussion, Morgan Stanley and Centerview reached out |
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| March 4, 2025 |
Exhibit (c)(xiii) PRELIMINARY & CONFIDENTIAL | SUBJECT TO REVIEW PROJECT NORSE UPDATE OCTOBER 13, 2024 PRELIMINARY & CONFIDENTIAL | SUBJECT TO REVIEW PROPOSED TRANSACTION SUMMARY 2 Note: Proposal contemplates in - the - money options and RSUs that vest by assumed transaction close; unvested PSUs and RSUs of ~9MM to be replaced by revised compensation plan The details of the revised compensation plan have not been provided by the Bid Group and may create a new balance sheet liability. |
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| March 4, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES SC 13E-3 NORDSTROM, INC. Nordstrom, Inc. Norse Holdings, Inc. Navy Acquisition Co. Inc. El Puerto de Liverpool, S.A.B. de C.V. Anne E. Gittinger Anne E. Gittinger Trust u/w Everett W. Nordstrom 1976 Elizabeth J. Nordstrom Trust FBO Anne Gittinger Charles W. Riley, Jr., solely in his capacity as trustee of Anne E. Gittinger Trust u/w Everett W. Nordst |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––––––––––––––––––––––––– SCHEDULE 14A –––––––––––––––––––––––––––––––––––––––––– PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 NORDSTROM, INC. (Name of the Issuer) Nordstrom, Inc. Norse Holdings, Inc. Navy Acquisition Co. Inc. El Puerto de Liverpool, S.A.B. de C.V. Anne E. Gittinger Anne E. Gittinger Trust u/w Everett W. Nordstrom 1976 Elizabeth |
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| March 4, 2025 |
Exhibit (c)(xv) PRELIMINARY & CONFIDENTIAL PROJECT NORSE UPDATE NOVEMBER 16, 2024 PRELIMINARY & CONFIDENTIAL 2 AGENDA 1 Norse and Peers Trading Performance Update 2 Illustrative “Adjusted Unaffected” Price Methodologies 5 Review of Strategic Alternatives 3 Preliminary Valuation Considerations 4 RAS / RES Process Update PRELIMINARY & CONFIDENTIAL Kohl's Macy's Norse (0. |
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| March 4, 2025 |
Exhibit 16(c)(vi) PROJECT NORSE UPDATE MARCH 30, 2024 BACKGROUND TO PROJECT NORSE • Throughout 2023 , at the request of the Norse Board of Directors, management worked with Morgan Stanley and Centerview Partners to independently evaluate value creation potential across a number of different scenarios • Analyzed Norse's standalone long - term plan (“LTP"), benchmarking relative to historical perfor |
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| March 3, 2025 |
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) February 26, 2025 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File |
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| March 3, 2025 |
Nordstrom Board of Directors Approves Quarterly Dividend Exhibit 99.1 Nordstrom Board of Directors Approves Quarterly Dividend SEATTLE, February 26, 2025 - Nordstrom, Inc. (NYSE: JWN) announced today its board of directors approved a quarterly dividend of 19 cents per share payable on March 26, 2025, to shareholders of record at the close of business on March 11, 2025. ABOUT NORDSTROM At Nordstrom, Inc. (NYSE: JWN), we exist to help our customers feel g |
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| January 24, 2025 |
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 17, 2025 NORDSTROM, INC. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File |
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| January 24, 2025 |
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 17, 2025 NORDSTROM, INC. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File |
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| January 10, 2025 |
DEFA14A 1 ea0227436-defa14anordstrom.htm SOLICITING MATERIAL PURSUANT TO SECTION 240.14A-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential |
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| January 10, 2025 |
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, 2025 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File |
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| January 10, 2025 |
Nordstrom Reports Holiday Sales, Updates Outlook Exhibit 99.1 Nordstrom Reports Holiday Sales, Updates Outlook SEATTLE – January 10, 2025 – Nordstrom, Inc. (NYSE: JWN) today announced a total Company net sales increase of 4.9 percent and a comparable sales increase of 5.8 percent for the nine-week holiday period ended January 4, 2025, compared with the nine weeks ended December 30, 2023. For the Nordstrom banner, net sales increased 3.7 percent |
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| December 23, 2024 |
NONDISCLOSURE CONFIDENTIALITY AGREEMENT Exhibit 2 NONDISCLOSURE CONFIDENTIALITY AGREEMENT April 17, 2024 Erik B. Nordstrom Peter E. Nordstrom 1617 Sixth Avenue Seattle, Washington, 98101 Attention: Erik B. Nordstrom and Peter E. Nordstrom Ladies and Gentlemen: Erik B. Nordstrom and Peter E. Nordstrom (together with the other non-Company signatories hereto, “you”) have requested of the Special Committee of the Board of Di |
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| December 23, 2024 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among NORSE HOLDINGS, INC., NAVY ACQUISITION CO. INC. and NORDSTROM, INC. Dated as of December 22, 2024 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 3 ARTICLE II THE MERGER Section 2.1 The Merger 3 Section 2.2 The Closing 3 Section 2.3 Effective Time 3 Section 2.4 Articles of Incorporation and Bylaws 4 Section 2.5 |
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| December 23, 2024 |
Exhibit 39 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 23, 2024 |
WELLS FARGO BANK, NATIONAL ASSOCIATION 125 High Street, 11th Floor Boston, Massachusetts 02110 Exhibit 44 Execution Version WELLS FARGO BANK, NATIONAL ASSOCIATION 125 High Street, 11th Floor Boston, Massachusetts 02110 JPMORGAN CHASE BANK, N. |
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| December 23, 2024 |
Exhibit 32 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 23, 2024 |
JOINDER AGREEMENT December 22, 2024 Exhibit 47 JOINDER AGREEMENT December 22, 2024 Nordstrom, Inc. 1617 Sixth Avenue Seattle, Washington 98101 Attention: Ann Munson Steines, Chief Legal Officer, General Counsel and Corporate Secretary Erik B. Nordstrom Peter E. Nordstrom 1617 Sixth Avenue Seattle, Washington 98101 Attention: Erik B. Nordstrom and Peter E. Nordstrom Ladies and Gentlemen: Each of the undersigned (collectively, the “Fa |
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| December 23, 2024 |
Exhibit 28 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 23, 2024 |
Exhibit 40 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 23, 2024 |
Exhibit 35 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 23, 2024 |
Exhibit 26 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 23, 2024 |
Exhibit 10.3 December 22, 2024 Nordstrom, Inc. 1700 Seventh Avenue, Suite 1000 Seattle, WA 98101 Re: Revolving Credit Agreement, dated as of May 6, 2022 (as amended or modified from time to time, the “Credit Agreement”), among Nordstrom, Inc., a Washington corporation (the “Borrower”), the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent ( |
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| December 23, 2024 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among NORSE HOLDINGS, INC., NAVY ACQUISITION CO. INC. and NORDSTROM, INC. Dated as of December 22, 2024 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 3 ARTICLE II THE MERGER Section 2.1 The Merger 3 Section 2.2 The Closing 3 Section 2.3 Effective Time 3 Section 2.4 Articles of Incorporation and Bylaws 4 Section 2.5 |
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| December 23, 2024 |
JOINDER AGREEMENT September 3, 2024 Exhibit 23 JOINDER AGREEMENT September 3, 2024 Nordstrom, Inc. 1617 Sixth Avenue Seattle, Washington 98101 Attention: Ann Munson Steines, Chief Legal Officer, General Counsel and Corporate Secretary Erik B. Nordstrom Peter E. Nordstrom 1617 Sixth Avenue Seattle, Washington 98101 Attention: Erik B. Nordstrom and Peter E. Nordstrom Ladies and Gentlemen: Each of the undersigned (collectively, the “Fa |
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| December 23, 2024 |
Exhibit 36 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 23, 2024 |
Exhibit 10.3 December 22, 2024 Nordstrom, Inc. 1700 Seventh Avenue, Suite 1000 Seattle, WA 98101 Re: Revolving Credit Agreement, dated as of May 6, 2022 (as amended or modified from time to time, the “Credit Agreement”), among Nordstrom, Inc., a Washington corporation (the “Borrower”), the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent ( |
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| December 23, 2024 |
Exhibit 4.1 EXECUTION VERSION THIRD AMENDMENT TO THE SHAREHOLDER RIGHTS AGREEMENT This Third Amendment to the Shareholder Rights Agreement (this “Amendment”), dated as of December 22, 2024, amends that certain Shareholder Rights Agreement, dated as of September 19, 2022 (as amended by the First Amendment, dated as of August 21, 2023, and as further amended by the Second Amendment, dated as of Sept |
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| December 23, 2024 |
Press Release, dated as of December 23, 2024 Exhibit 99.1 Nordstrom to Be Acquired by Nordstrom Family and Liverpool Nordstrom Shareholders to Receive $24.25 Per Share in Cash Transaction Represents a Premium of Approximately 42% Since March 18, 2024 Board Also Intends to Pay Special Dividend of Up to $0.25 Per Share in Cash Contingent on Closing SEATTLE, December 23, 2024 – Nordstrom, Inc. (NYSE: JWN) today announced it has signed a definit |
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| December 23, 2024 |
Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders 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): December 22, 2024 NORDSTROM, INC. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 23, 2024 |
ROLLOVER, VOTING AND SUPPORT AGREEMENT Exhibit 43 EXECUTION VERSION ROLLOVER, VOTING AND SUPPORT AGREEMENT This ROLLOVER, VOTING AND SUPPORT AGREEMENT, dated as of December 22, 2024 (this “Agreement”), is made by and among the shareholders listed on the signature page(s) hereto (collectively, the “Shareholders” and each individually, a “Shareholder”), Norse Holdings, Inc. |
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| December 23, 2024 |
Exhibit 10.1 EXECUTION VERSION ROLLOVER, VOTING AND SUPPORT AGREEMENT This ROLLOVER, VOTING AND SUPPORT AGREEMENT, dated as of December 22, 2024 (this “Agreement”), is made by and among the shareholders listed on the signature page(s) hereto (collectively, the “Shareholders” and each individually, a “Shareholder”), Norse Holdings, Inc., a Delaware corporation (“Parent”) (solely with respect to Sec |
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| December 23, 2024 |
Exhibit 38 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 23, 2024 |
Exhibit 45 LIMITED GUARANTY This LIMITED GUARANTY is dated as of December 22, 2024 (this “Limited Guaranty”), and is by the natural persons and trusts set forth on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of Nordstrom, Inc. |
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| December 23, 2024 |
Exhibit 99.1 Nordstrom to Be Acquired by Nordstrom Family and Liverpool Nordstrom Shareholders to Receive $24.25 Per Share in Cash Transaction Represents a Premium of Approximately 42% Since March 18, 2024 Board Also Intends to Pay Special Dividend of Up to $0.25 Per Share in Cash Contingent on Closing SEATTLE, December 23, 2024 – Nordstrom, Inc. (NYSE: JWN) today announced it has signed a definit |
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| December 23, 2024 |
Exhibit 4.1 EXECUTION VERSION THIRD AMENDMENT TO THE SHAREHOLDER RIGHTS AGREEMENT This Third Amendment to the Shareholder Rights Agreement (this “Amendment”), dated as of December 22, 2024, amends that certain Shareholder Rights Agreement, dated as of September 19, 2022 (as amended by the First Amendment, dated as of August 21, 2023, and as further amended by the Second Amendment, dated as of Sept |
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| December 23, 2024 |
Exhibit 25 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 23, 2024 |
Exhibit 30 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 23, 2024 |
Exhibit 42 COOPERATION AGREEMENT This Cooperation Agreement (the “Agreement”) is made as of December 22, 2024 (the “Effective Date”) by and among Norse Holdings, Inc. |
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| December 23, 2024 |
EL PUERTO DE LIVERPOOL, S.A.B. DE C.V. Exhibit 46 EXECUTION VERSION EL PUERTO DE LIVERPOOL, S.A.B. DE C.V. December 22, 2024 Norse Holdings, Inc. c/o Nordstrom, Inc. 1617 Sixth Avenue, Seattle, Washington 98101 Phone: (206) 628-2111 Attention: Erik Nordstrom Re: Equity Financing Commitment Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or suppleme |
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| December 23, 2024 |
Exhibit 41 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among NORSE HOLDINGS, INC. |
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| December 23, 2024 |
Exhibit 10.1 EXECUTION VERSION ROLLOVER, VOTING AND SUPPORT AGREEMENT This ROLLOVER, VOTING AND SUPPORT AGREEMENT, dated as of December 22, 2024 (this “Agreement”), is made by and among the shareholders listed on the signature page(s) hereto (collectively, the “Shareholders” and each individually, a “Shareholder”), Norse Holdings, Inc., a Delaware corporation (“Parent”) (solely with respect to Sec |
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| December 23, 2024 |
Perry Hall Managing Director 399 Park Avenue, 5th Floor New York, New York 10022 Exhibit 22 September 3, 2024 Special Committee of the Board of Directors of Nordstrom, Inc. |
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| December 23, 2024 |
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): December 22, 2024 NORDSTROM, INC. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 23, 2024 |
Exhibit 33 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 23, 2024 |
Exhibit 10.2 EXECUTION VERSION ROLLOVER, VOTING AND SUPPORT AGREEMENT This ROLLOVER, VOTING AND SUPPORT AGREEMENT, dated as of December 22, 2024 (this “Agreement”), is made by and among the shareholder listed on the signature page hereto (the “Shareholder”), Norse Holdings, Inc., a Delaware corporation (“Parent”) (solely with respect to Sections 1, 11 and 13 through 22), and Nordstrom, Inc., a Was |
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| December 23, 2024 |
Exhibit 31 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 23, 2024 |
Exhibit 27 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 23, 2024 |
Exhibit 10.2 EXECUTION VERSION ROLLOVER, VOTING AND SUPPORT AGREEMENT This ROLLOVER, VOTING AND SUPPORT AGREEMENT, dated as of December 22, 2024 (this “Agreement”), is made by and among the shareholder listed on the signature page hereto (the “Shareholder”), Norse Holdings, Inc., a Delaware corporation (“Parent”) (solely with respect to Sections 1, 11 and 13 through 22), and Nordstrom, Inc., a Was |
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| December 23, 2024 |
Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Peter E. |
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| December 23, 2024 |
Exhibit 29 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 23, 2024 |
Exhibit 37 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 23, 2024 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. |
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| December 23, 2024 |
Exhibit 34 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| December 16, 2024 |
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) December 13, 2024 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File |
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| December 5, 2024 |
t by and between Nordstrom, Inc., and TD Bank USA, N. Exhibit 10.1 Amendment No. 9 to the Credit Card Program Agreement This Amendment No. 9 to the Credit Card Program Agreement (the “Conversion Amendment”), is entered into and, subject to Section 1(d) below, is effective as of October 31, 2024 (the “Conversion Amendment Effective Date”), by and between Nordstrom, Inc., a Washington corporation with its principal offices in Seattle, Washington (“Nord |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 2, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| November 26, 2024 |
Nordstrom Reports Third Quarter 2024 Earnings Nordstrom Reports Third Quarter 2024 Earnings •Positive sales growth at both banners during third quarter, driving margin expansion •Reports EPS of $0. |
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| November 26, 2024 |
Q3 2024 NORDSTROM EARNINGS CALL — PREPARED REMARKS Exhibit 99.2 Q3 2024 NORDSTROM EARNINGS CALL — PREPARED REMARKS JAMES DUIES | HEAD OF INVESTOR RELATIONS Good afternoon and thank you for joining us. Before we begin, I want to mention that we'll be referring to slides, which can be viewed in the Investor Relations section on Nordstrom.com. Our discussion may include forward-looking statements, so please refer to the slide with our safe harbor lan |
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| November 26, 2024 |
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) November 26, 2024 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File |
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| November 25, 2024 |
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) November 20, 2024 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File |
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| November 25, 2024 |
Nordstrom Board of Directors Approves Quarterly Dividend Exhibit 99.1 Nordstrom Board of Directors Approves Quarterly Dividend SEATTLE, November 20, 2024 - Nordstrom, Inc. (NYSE: JWN) announced today the approval by its board of directors of a quarterly dividend of 19 cents per share payable on December 18, 2024, to shareholders of record at the close of business on December 3, 2024. ABOUT NORDSTROM At Nordstrom, Inc. (NYSE: JWN), we exist to help our c |
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| October 18, 2024 |
JWN / Nordstrom, Inc. / STATE STREET CORP Passive Investment SC 13G/A 1 NORDSTROMINC.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NORDSTROM INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 655664100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which |
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| September 5, 2024 |
Nordstrom Executive Severance Plan (2024 Restatement) Exhibit 10.4 NORDSTROM, INC. EXECUTIVE SEVERANCE PLAN (As Adopted on August 21, 2024) I. INTRODUCTION. A. Purpose. The purpose of the Nordstrom, Inc. Executive Severance Plan (“the Plan”) is to provide employees of Nordstrom, Inc. (“the Company”) and its subsidiaries and affiliates who qualify as Eligible Employees under this Plan with severance benefits upon their termination of employment. The P |
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| September 5, 2024 |
Nordstrom Deferred Compensation Plan (2024 Restatement) Exhibit 10.2 NORDSTROM DEFERRED COMPENSATION PLAN 2024 Restatement As Adopted on August 20, 2024 NORDSTROM DEFERRED COMPENSATION PLAN (2024 Restatement) TABLE OF CONTENTS ARTICLE I 1 1.1 Title 1 1.2 Purpose 1 1.3 Effective Date 1 ARTICLE II 1 2.1 Eligible Employee 1 2.2 Entry Date 1 2.3 When Participation Begins 2 2.4 Suspension of Participation 2 2.5 When Participation Ends 2 ARTICLE III 3 3.1 De |
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| September 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 3, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| September 5, 2024 |
Nordstrom 401(k) Plan (2024 Restatement) Exhibit 10.1 NORDSTROM 401(k) PLAN (January 1, 2024 Restatement) TABLE OF CONTENTS PREAMBLE 1 ARTICLE I DEFINITIONS AND INTERPRETATION 2 1.1 Plan Definitions 2 1.2 Interpretation 11 ARTICLE II SERVICE 12 2.1 Special Definitions 12 2.2 Crediting of Hours of Service 12 2.3 Hours of Service Equivalencies 13 2.4 Limitations on Crediting of Hours of Service 14 2.5 Department of Labor Rules 15 2.6 Eligi |
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| September 5, 2024 |
Nordstrom Retiree Health Plan (2024 Restatement) Exhibit 10.5 NORDSTROM, INC. NORDSTROM RETIREE HEALTH PLAN (Plan No. 503) Providing Group Health Plan Benefits August 21, 2024 Restatement NORDSTROM RETIREE HEALTH PLAN (August 21, 2024 Restatement) TABLE OF CONTENTS Article Page I LEGAL STATUS; PLAN STRUCTURE 1 II GENERAL DEFINITIONS 2 III PARTICIPATION AND BENEFITS 4 IV PLAN FUNDING 7 V PLAN ADMINISTRATION 8 VI HIPAA PRIVACY AND SECURITY 15 VII |
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| September 5, 2024 |
Nordstrom Supplemental Executive Retirement Plan (2024 Restatement) Exhibit 10.6 NORDSTROM SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 2024 Restatement As Adopted on August 20, 2024 TABLE OF CONTENTS Page ARTICLE II. TITLE, PURPOSE AND EFFECTIVE DATE 1 1.01 Title 1 1.02 Purpose 1 1.03 Effective Date 1 ARTICLE II. ELIGIBILITY AND PARTICIPATION 1 2.01 Eligibility 1 2.02 Participation 2 2.03 Disability 3 2.04 Leave of Absence 4 ARTICLE III. BENEFITS 4 3.01 Retirement Bene |
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| September 5, 2024 |
Nordstrom Directors Deferred Compensation Plan (2024 Restatement) Exhibit 10.3 NORDSTROM DIRECTORS DEFERRED COMPENSATION PLAN 2024 Restatement As Adopted on August 20, 2024 TABLE OF CONTENTS Page 1.1 Title 1 1.2 Purpose 1 1.3 Effective Date 1 ARTICLE II 1 2.1 Participation 1 2.2 Time of Eligibility 1 ARTICLE III DEFERRAL OF COMPENSATION 1 3.1 Deferral Elections 1 3.2 Amount of Deferral 3 3.3 Effect of Election to Defer Equity Compensation 3 3.4 Requirement for D |
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| September 4, 2024 |
Joint Filing Agreement, dated as of September 4, 2024, by and among the Reporting Persons Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. |
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| September 4, 2024 |
Power of Attorney Andrew L. Nordstrom Exhibit 34 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| September 4, 2024 |
Power of Attorney Linda Nordstrom Exhibit 30 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| September 4, 2024 |
Power of Attorney Sara D. Nordstrom Exhibit 37 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| September 4, 2024 |
NONDISCLOSURE CONFIDENTIALTIY AGREEMENT EX-99.A 2 d847253dex99a.htm EX-99.A Exhibit A EXECUTION VERSION NONDISCLOSURE CONFIDENTIALTIY AGREEMENT December 14, 2023 El Puerto de Liverpool, S.A.B. de C.V. Mario Pani No. 200, Col. Santa Fe Cuajimalpa Cuajimalpa, CDMX CP 05348 Mexico Ladies and Gentlemen: In connection with a possible negotiated transaction (the “Transaction”) between El Puerto de Liverpool, S.A.B. de C.V. (“you” or “your”) a |
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| September 4, 2024 |
Power of Attorney Leigh E. Nordstrom Exhibit 35 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| September 4, 2024 |
Power of Attorney Estate of Bruce A. Nordstrom Exhibit 31 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| September 4, 2024 |
Power of Attorney Peter E. Nordstrom Exhibit 25 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| September 4, 2024 |
Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders 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) September 3, 2024 NORDSTROM, INC. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File |
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| September 4, 2024 |
JWN / Nordstrom, Inc. / El Puerto de Liverpool, S.A.B. de C.V. - SC 13D Activist Investment SC 13D 1 d847253dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Nordstrom, Inc. (Name of Issuer) Common Stock, without par value (Title of Class of Securities) 655664100 (CUSIP Number) José Antonio Diego El Puerto de Liverpool, S.A.B. de C.V. Mario Pani No. 200, Col. Santa Fé Cuajimal |
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| September 4, 2024 |
JWN / Nordstrom, Inc. / NORDSTROM ERIK B - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Nordstrom, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 655664100 (CUSIP Number) Erik B. Nordstrom Peter E. Nordstrom Nordstrom, Inc. 1617 Sixth Avenue, Seattle, Washington (206) 628-2111 (Name, Address and Telephone Num |
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| September 4, 2024 |
Exhibit 22 September 3, 2024 Special Committee of the Board of Directors of Nordstrom, Inc. |
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| September 4, 2024 |
Exhibit 4.1 EXECUTION VERSION SECOND AMENDMENT TO THE SHAREHOLDER RIGHTS AGREEMENT This Second Amendment to the Shareholder Rights Agreement (this “Amendment”), dated as of September 3, 2024, amends that certain Shareholder Rights Agreement, dated as of September 19, 2022 (as amended by the First Amendment, dated as of August 21, 2023, the “Rights Agreement”), by and between Nordstrom, Inc., a Was |
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| September 4, 2024 |
Exhibit 2 NONDISCLOSURE CONFIDENTIALITY AGREEMENT April 17, 2024 Erik B. Nordstrom Peter E. Nordstrom 1617 Sixth Avenue Seattle, Washington, 98101 Attention: Erik B. Nordstrom and Peter E. Nordstrom Ladies and Gentlemen: Erik B. Nordstrom and Peter E. Nordstrom (together with the other non-Company signatories hereto, “you”) have requested of the Special Committee of the Board of Directors (the “Sp |
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| September 4, 2024 |
Power of Attorney Samuel C. Nordstrom Exhibit 36 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| September 4, 2024 |
Power of Attorney Margaret Jean O’Roark Nordstrom Exhibit 29 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| September 4, 2024 |
Exhibit 99.1 Special Committee of Nordstrom Board Confirms Receipt of Going-Private Transaction Proposal from Nordstrom Family and Liverpool SEATTLE, September 4, 2024 – The special committee of the Board of Directors of Nordstrom, Inc. (NYSE: JWN) today confirmed receipt of a proposal from Erik and Pete Nordstrom, other members of the Nordstrom family, and El Puerto de Liverpool, S.A.B. de C.V. ( |
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| September 4, 2024 |
Joinder Agreement, dated as of September 3, 2024 Exhibit 23 JOINDER AGREEMENT September 3, 2024 Nordstrom, Inc. 1617 Sixth Avenue Seattle, Washington 98101 Attention: Ann Munson Steines, Chief Legal Officer, General Counsel and Corporate Secretary Erik B. Nordstrom Peter E. Nordstrom 1617 Sixth Avenue Seattle, Washington 98101 Attention: Erik B. Nordstrom and Peter E. Nordstrom Ladies and Gentlemen: Each of the undersigned (collectively, the “Fa |
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| September 4, 2024 |
Power of Attorney James F. Nordstrom, Jr. Exhibit 26 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| September 4, 2024 |
Power of Attorney Susan E. Dunn Exhibit 32 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| September 4, 2024 |
Power of Attorney Charles W. Riley, Jr. Exhibit 28 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| September 4, 2024 |
EX-99.B 3 d847253dex99b.htm EX-99.B Exhibit B September 3, 2024 Special Committee of the Board of Directors of Nordstrom, Inc. c/o Morgan Stanley & Co. LLC & Centerview Partners LLC 1617 Sixth Avenue Seattle, Washington 98101 Attention: Carmen Molinos & Tony Kim Ladies & Gentlemen: We write in response to your letter, dated June 19, 2024, with respect to your invitation to submit this written prop |
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| September 4, 2024 |
Power of Attorney Erik B. Nordstrom Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Peter E. |
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| September 4, 2024 |
Power of Attorney Alexandra F. Nordstrom Exhibit 33 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| September 4, 2024 |
Power of Attorney Anne E. Gittinger Exhibit 27 Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. |
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| August 27, 2024 |
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) August 27, 2024 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File N |
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| August 27, 2024 |
Nordstrom Reports Second Quarter 2024 Earnings Exhibit 99.1 Nordstrom Reports Second Quarter 2024 Earnings •Sales positive across both banners and digital during second quarter •Reports EPS of $0.72, adjusted EPS of $0.961 •Updates fiscal 2024 outlook SEATTLE – August 27, 2024 – Nordstrom, Inc. (NYSE: JWN) today reported second quarter net earnings of $122 million, or earnings per diluted share (“EPS”) of $0.72, and earnings before interest an |
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| August 27, 2024 |
Q2 2024 NORDSTROM EARNINGS CALL — PREPARED REMARKS Exhibit 99.2 Q2 2024 NORDSTROM EARNINGS CALL — PREPARED REMARKS JAMES DUIES | HEAD OF INVESTOR RELATIONS Good afternoon and thank you for joining us today. Before we begin, I want to mention that we'll be referring to slides, which can be viewed in the Investor Relations section on Nordstrom.com. Our discussion may include forward-looking statements, so please refer to the slide with our safe harb |
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| August 26, 2024 |
Nordstrom Board of Directors Approves Quarterly Dividend Exhibit 99.1 Nordstrom Board of Directors Approves Quarterly Dividend SEATTLE, August 21, 2024 - Nordstrom, Inc. (NYSE: JWN) announced today its board of directors approved a quarterly dividend of 19 cents per share payable on September 18, 2024, to shareholders of record at the close of business on September 3, 2024. ABOUT NORDSTROM At Nordstrom, Inc. (NYSE: JWN), we exist to help our customers f |
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| August 26, 2024 |
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) August 21, 2024 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File N |
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| June 14, 2024 |
Power of Attorney dated as of May 29, 2024 EX-1 2 tm2417377d1ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY The undersigned does hereby constitute and appoint Charles W. Riley, Jr. and Michael E. Morgan, or either of them acting individually, as attorney-in-fact for and in the name of the undersigned, to: 1. Execute for and on behalf of the undersigned any (a) Form ID, including any attached documents, to effect the assignment of |
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| June 14, 2024 |
Nordstrom 401(k) Plan Financial Statements Exhibit 99.1 Nordstrom 401(k) Plan Employer ID No: 91-0515058 Plan Number: 001 Report of Independent Registered Public Accounting Firm and Financial Statements as of December 31, 2023 and 2022 and for the Year Ended December 31, 2023, with Supplementary Information Table of Contents NORDSTROM 401(k) PLAN PLAN YEAR ENDED DECEMBER 31, 2023 TABLE OF CONTENTS Page DEFINITIONS OF COMMONLY USED TERMS 2 |
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| June 14, 2024 |
JWN / Nordstrom, Inc. / Estate of Bruce A. Nordstrom - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nordstrom, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 655664100 (CUSIP Number) Estate of Bruce A. Nordstrom 1420 Fifth Avenue, Suite 4200 Seattle, WA 98101 (206) 223-7000 (Name, Address and Telephone Number of Perso |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-15059 A. Full title of the plan a |
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| June 7, 2024 |
Preferability Letter of Independent Registered Public Accounting Firm Exhibit 18.1 June 7, 2024 Nordstrom, Inc. 1617 Sixth Avenue Seattle, WA 98101 Dear Sirs/Madams: At your request, we have read the description included in your Quarterly Report on Form 10-Q to the Securities and Exchange Commission for the quarter ended May 4, 2024, of the facts relating to voluntary accounting change from the retail method of inventory accounting to the weighted-average cost metho |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 4, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| June 5, 2024 |
JWN / Nordstrom, Inc. / Estate of Bruce A. Nordstrom - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Nordstrom, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 655664100 (CUSIP Number) Estate of Bruce A. Nordstrom 1420 Fifth Avenue, Suite 4200 Seattle, WA 98101 (206) 223-7000 (Name, Address and Telephone Number of Person A |
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| June 5, 2024 |
Power of Attorney dated as of May 29, 2024 EX-99.1 2 tm2416542d1ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY The undersigned does hereby constitute and appoint Charles W. Riley, Jr. and Michael E. Morgan, or either of them acting individually, as attorney-in-fact for and in the name of the undersigned, to: 1. Execute for and on behalf of the undersigned any (a) Form ID, including any attached documents, to effect the assignm |
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| May 30, 2024 |
Q1 2024 NORDSTROM EARNINGS CALL — PREPARED REMARKS Exhibit 99.2 Q1 2024 NORDSTROM EARNINGS CALL — PREPARED REMARKS ERIK NORDSTROM | CHIEF EXECUTIVE OFFICER Good afternoon, everyone. For the first quarter, we delivered net sales of $3.2 billion, and a loss per share of 24 cents. We are pleased with the strength of our top line growth across both Nordstrom and Nordstrom Rack. Our business is performing well as we delivered net sales growth in excess |
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| May 30, 2024 |
Nordstrom Reports First Quarter 2024 Earnings Exhibit 99.1 Nordstrom Reports First Quarter 2024 Earnings •Strong sales growth at both banners during first quarter •Nordstrom Rack net sales up double-digits, with comparable sales up 8 percent •Gross profit constrained due to timing and other factors •Reaffirms fiscal 2024 outlook SEATTLE – May 30, 2024 – Nordstrom, Inc. (NYSE: JWN) today reported a first quarter net loss of $39 million, or los |
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| May 30, 2024 |
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 30, 2024 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 28, 2024 |
Nordstrom Board of Directors Approves Quarterly Dividend Exhibit 99.1 Nordstrom Board of Directors Approves Quarterly Dividend SEATTLE, May 22, 2024 - Nordstrom, Inc. (NYSE: JWN) announced today its board of directors approved a quarterly dividend of 19 cents per share payable on June 19, 2024, to shareholders of record at the close of business on June 4, 2024. ABOUT NORDSTROM At Nordstrom, Inc. (NYSE: JWN), we exist to help our customers feel good and |
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| May 28, 2024 |
Exhibit 1.01 Conflict Minerals Report This is the Conflict Minerals Report ("CMR") of Nordstrom, Inc. ("Nordstrom," “we,” “us,” “our, or the "Company") for calendar year 2023 in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 ("Rule 13p-1"). Rule 13p-1 requires disclosure of certain information when a company manufactures or contracts to manufacture products that contain gold, |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT NORDSTROM, INC. (Exact name of registrant as specified in its charter) Washington 001-15059 (State or other jurisdiction of incorporation or organization) (Commission file number) 1617 Sixth Avenue, Seattle, Washington 98101 (Address of principal executive offices) (Zip code) Ann Munson St |
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| May 28, 2024 |
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 21, 2024 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 25, 2024 |
JWN / Nordstrom, Inc. / Riley Charles W Jr - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Nordstrom, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 655664100 (CUSIP Number) Charles W. Riley, Jr. 1420 Fifth Avenue, Suite 4200 Seattle, WA 98101 (206) 223-7000 (Name, Address and Telephone Number of Person Authoriz |
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| April 25, 2024 |
Power of Attorney dated as of March 29, 2024 EX-99.1 2 tm2412686d1ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY The undersigned does hereby constitute and appoint Michael E. Morgan as attorney-in-fact for and in the name of the undersigned, to: 1. Execute for and on behalf of the undersigned any (a) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of in |
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| April 18, 2024 |
JWN / Nordstrom, Inc. / NORDSTROM ERIK B - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Nordstrom, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 655664100 (CUSIP Number) Erik B. Nordstrom Peter E. Nordstrom Nordstrom, Inc. 1617 Sixth Avenue, Seattle, Washington (206) 628-2111 (Name, Address and Telephone Num |
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| April 18, 2024 |
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) April 17, 2024 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 18, 2024 |
NONDISCLOSURE CONFIDENTIALITY AGREEMENT Exhibit 3 NONDISCLOSURE CONFIDENTIALITY AGREEMENT April 17, 2024 Erik B. Nordstrom Peter E. Nordstrom 1617 Sixth Avenue Seattle, Washington, 98101 Attention: Erik B. Nordstrom and Peter E. Nordstrom Ladies and Gentlemen: Erik B. Nordstrom and Peter E. Nordstrom (together with the other non-Company signatories hereto, “you”) have requested of the Special Committee of the Board of Directors (the “Sp |
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| April 18, 2024 |
Exhibit 99.1 Nordstrom Forms Special Committee of Independent Directors in Response to Erik and Pete Nordstrom Interest in Exploring a Going-Private Transaction SEATTLE, April 18, 2024 – The Board of Directors of Nordstrom, Inc. (NYSE: JWN) is committed to enhancing shareholder value and regularly evaluates a wide range of strategic, financial and operational alternatives as the Company continues |
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| April 18, 2024 |
EX-2 3 tm2412088d1ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Erik B. Nordstrom and Peter E. Nordstrom with full power to act singly, as his or her true and lawful attorney-in-fact, with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be |
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| April 18, 2024 |
NONDISCLOSURE CONFIDENTIALITY AGREEMENT Exhibit 99.2 NONDISCLOSURE CONFIDENTIALITY AGREEMENT April 17, 2024 Erik B. Nordstrom Peter E. Nordstrom 1617 Sixth Avenue Seattle, Washington, 98101 Attention: Erik B. Nordstrom and Peter E. Nordstrom Ladies and Gentlemen: Erik B. Nordstrom and Peter E. Nordstrom (together with the other non-Company signatories hereto, “you”) have requested of the Special Committee of the Board of Directors (the |
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| April 18, 2024 |
EX-1 2 tm2412088d1ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing with the Securities and Exchange Commission on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to certain shares of the Common Stock of Nordstrom, Inc. |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) þ Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ¨ Defini |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) þ Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by RULE 14a-6(e)(2)) þ Defini |
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| March 19, 2024 |
Amended and Restated Nordstrom Insider Trading Policy Exhibit 19.1 AMENDED AND RESTATED NORDSTROM INSIDER TRADING POLICY (THE “POLICY”) (As Amended and Restated on February 28, 2023) 1. Purpose Nordstrom (“Nordstrom” or the “Company”) is a publicly held company listed on the New York Stock Exchange and has adopted this Policy to help its directors, officers, employees, and contractors comply with insider trading laws, to prevent the appearance of imp |
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| March 19, 2024 |
Nordstrom, Inc. Clawback Policy Exhibit 97.1 NORDSTROM, INC. CORPORATE GOVERNANCE GUIDELINES (as amended on August 16, 2023) Clawback Policy In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previous |
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| March 19, 2024 |
Significant subsidiaries of the Registrant Exhibit 21.1 Nordstrom, Inc. and Subsidiaries Significant Subsidiaries of the Registrant As of and for the fiscal year ended February 3, 2024 Name of Subsidiary Jurisdiction of Incorporation Nordstrom Card Services, Inc. Delaware Nordstrom International Limited1 Washington 1 On March 2, 2023, Nordstrom Canada commenced a wind-down of its business operations (see Note 2: Canada Wind-down in Item 8 |
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| March 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 3, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-1505 |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 27, 2024 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 5, 2024 |
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) February 27, 2024 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File |
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| March 5, 2024 |
Q4 2023 NORDSTROM EARNINGS CALL | PREPARED REMARKS Exhibit 99.2 Q4 2023 NORDSTROM EARNINGS CALL | PREPARED REMARKS ERIK NORDSTROM | CHIEF EXECUTIVE OFFICER Good afternoon, everyone. Thank you for joining us today. I’ll start with our fourth quarter performance, then discuss our 2023 priorities, and cover what we’re focused on for 2024. We delivered a strong fourth quarter with net sales of $4.3 billion, and earnings per share of 96 cents. For the |
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| March 5, 2024 |
Form of 2024 Performance Share Unit Award Agreement Exhibit 10.2 Performance Share Unit Award Agreement AN AWARD (“AWARD”) FOR PERFORMANCE SHARE UNITS (“UNITS”), representing a number of shares of Nordstrom Common Stock (“Common Stock”) as noted in the Performance Share Unit Award Notice (the “Notice”), of Nordstrom, Inc., a Washington Corporation (the “Company”), is hereby granted to the Recipient (“Unit holder”) on the date set forth in the Notic |
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| March 5, 2024 |
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) March 5, 2024 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 5, 2024 |
Nordstrom Board of Directors Approves Quarterly Dividend Exhibit 99.1 Nordstrom Board of Directors Approves Quarterly Dividend SEATTLE, February 28, 2024 - Nordstrom, Inc. (NYSE: JWN) announced today its board of directors approved a quarterly dividend of 19 cents per share payable on March 27, 2024, to shareholders of record at the close of business on March 12, 2024. ABOUT NORDSTROM At Nordstrom, Inc. (NYSE: JWN), we exist to help our customers feel g |
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| March 5, 2024 |
Form of 2024 Restricted Stock Unit Award Agreement Exhibit 10.1 Restricted Stock Unit Award Agreement AN AWARD (“Award”) OF RESTRICTED STOCK UNITS (“Units”), representing a number of shares of Nordstrom Common Stock (“Common Stock”) as noted in the Restricted Stock Unit Award Notice (the “Notice”), of Nordstrom, Inc., a Washington Corporation (the “Company”), is hereby granted to the Recipient (“Unit holder”) on the date set forth in the Notice, s |
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| March 5, 2024 |
Nordstrom Reports Fourth Quarter 2023 Earnings Exhibit 99.1 Nordstrom Reports Fourth Quarter 2023 Earnings •Revenue and earnings in line with fiscal 2023 outlook •Sales in both banners improve sequentially, Nordstrom Rack posts double-digit growth during quarter •Company provides fiscal 2024 outlook SEATTLE – March 5, 2024 – Nordstrom, Inc. (NYSE: JWN) today reported fourth quarter net earnings of $134 million, or $0.82 per diluted share (“EPS |
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| February 14, 2024 |
JWN / Nordstrom, Inc. / GITTINGER ANNE E - SC 13G/A Passive Investment SC 13G/A 1 tm246179d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 26)* NORDSTROM, INC. (Name of Issuer) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 655664100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 14, 2024 |
JWN / Nordstrom, Inc. / NORDSTROM BRUCE A - SC 13G/A Passive Investment SC 13G/A 1 tm246179d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 27)* NORDSTROM, INC. (Name of Issuer) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 655664100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 13, 2024 |
JWN / Nordstrom, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Nordstrom Inc Title of Class of Securities: Common Stock CUSIP Number: 655664100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule |
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| December 1, 2023 |
EXHIBIT 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form type) NORDSTROM, INC. (Exact name of Registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered1 Proposed Maximum Offering Price Per Unit2 Maximum Aggregate Offering Price2 Fee Rate Amount of Registration Fee Equity Common Stock, no par value per sh |
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| December 1, 2023 |
2023 Form of Independent Director Indemnification Agreement Exhibit 10.1 NORDSTROM, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into effective as of , between Nordstrom, Inc., a Washington corporation (the “Company”), and , a director of the Company (“Indemnitee”). RECITALS A. Indemnitee is a director of the Company and in such capacity is performing valuable services for the Company. B. The Company’s director |
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| December 1, 2023 |
EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers of NORDSTROM, INC., a Washington corporation (the “Company”), does hereby constitute and appoint CATHY R. SMITH and ANN MUNSON STEINES his or her true and lawful attorneys and agents to do any and all acts and things and to execute any and all instruments which said attorneys and a |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 91-0515058 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1617 Sixth Avenue, Seattle, Washington 98101 (Address of principal exe |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 28, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| December 1, 2023 |
EXHIBIT 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form type) NORDSTROM, INC. (Exact name of Registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered1 Proposed Maximum Offering Price Per Unit2 Maximum Aggregate Offering Price2 Fee Rate Amount of Registration Fee Equity Common Stock, no par value per sh |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 91-0515058 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1617 Sixth Avenue, Seattle, Washington 98101 (Address of principal exe |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 91-0515058 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1617 Sixth Avenue, Seattle, Washington 98101 (Address of principal exe |
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| December 1, 2023 |
EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers of NORDSTROM, INC., a Washington corporation (the “Company”), does hereby constitute and appoint CATHY R. SMITH and ANN MUNSON STEINES his or her true and lawful attorneys and agents to do any and all acts and things and to execute any and all instruments which said attorneys and a |
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| December 1, 2023 |
EXHIBIT 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form type) NORDSTROM, INC. (Exact name of Registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered1 Proposed Maximum Offering Price Per Unit2 Maximum Aggregate Offering Price2 Fee Rate Amount of Registration Fee Equity Common Stock, no par value per sh |
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| December 1, 2023 |
EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers of NORDSTROM, INC., a Washington corporation (the “Company”), does hereby constitute and appoint CATHY R. SMITH and ANN MUNSON STEINES his or her true and lawful attorneys and agents to do any and all acts and things and to execute any and all instruments which said attorneys and a |
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| November 21, 2023 |
Q3 2023 NORDSTROM EARNINGS CALL — PREPARED REMARKS Exhibit 99.2 Q3 2023 NORDSTROM EARNINGS CALL — PREPARED REMARKS ERIK NORDSTROM | CHIEF EXECUTIVE OFFICER Thank you, Jamie, and good afternoon, everyone. Thank you for joining us today. I’ll start with our Q3 performance. For the third quarter, we delivered revenue of $3.3 billion, earnings per share of 41 cents and adjusted earnings per share of 25 cents. Our teams executed against our priorities, |
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| November 21, 2023 |
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) November 21, 2023 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File |
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| November 21, 2023 |
Nordstrom Reports Third Quarter 2023 Earnings Exhibit 99.1 Nordstrom Reports Third Quarter 2023 Earnings •Third quarter total revenue of $3.3 billion •Reports EPS of $0.41, adjusted EPS of $0.251 •Reaffirms fiscal 2023 revenue outlook, narrows EPS range SEATTLE – November 21, 2023 – Nordstrom, Inc. (NYSE: JWN) today reported third quarter net earnings of $67 million, or earnings per diluted share (“EPS”) of $0.41, and earnings before interest |
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| November 20, 2023 |
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) November 15, 2023 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File |
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| November 20, 2023 |
Nordstrom Board of Directors Approves Quarterly Dividend Exhibit 99.1 Nordstrom Board of Directors Approves Quarterly Dividend SEATTLE, Nov. 15, 2023 - Nordstrom, Inc. (NYSE: JWN) announced today its board of directors approved a quarterly dividend of 19 cents per share payable on December 13, 2023, to shareholders of record at the close of business on November 28, 2023. ABOUT NORDSTROM At Nordstrom, Inc. (NYSE: JWN), we exist to help our customers feel |
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| September 21, 2023 |
Nordstrom Appoints Guy B. Persaud to Board of Directors Exhibit 99.1 Nordstrom Appoints Guy B. Persaud to Board of Directors SEATTLE, September 21, 2023 - Nordstrom, Inc. (NYSE: JWN) today announced the appointment of Guy B. Persaud to its Board of Directors, effective immediately. With Persaud’s appointment, the Nordstrom Board has been expanded to 12 directors. Persaud has nearly three decades of experience across four continents leading multi-billio |
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| September 21, 2023 |
Bylaws, as amended and restated on September 20, 2023 Exhibit 3.1 BYLAWS OF NORDSTROM, INC. (As Amended and Restated September 20, 2023) ARTICLE I Offices The principal office of Nordstrom, Inc. (the “corporation”) in the state of Washington shall be located in the city of Seattle. The corporation may have such other offices, either within or without the state of Washington, as the board of directors of the corporation (the “Board of Directors”) may |
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| September 21, 2023 |
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) September 20, 2023 NORDSTROM, INC. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission Fil |
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| September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 29, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 24, 2023 |
Nordstrom Reports Second Quarter 2023 Earnings Exhibit 99.1 Nordstrom Reports Second Quarter 2023 Earnings •Reports EPS of $0.84, compared to EPS of $0.77 and adjusted EPS of $0.81 in the prior year1 •Results reflect continued progress on Company’s key priorities of Nordstrom Rack improvement, inventory productivity and supply chain optimization •Reaffirms fiscal 2023 revenue and adjusted earnings outlook SEATTLE – August 24, 2023 – Nordstrom, |
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| August 24, 2023 |
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) August 24, 2023 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File N |
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| August 24, 2023 |
Q2 2023 NORDSTROM EARNINGS CALL — PREPARED REMARKS Exhibit 99.2 Q2 2023 NORDSTROM EARNINGS CALL — PREPARED REMARKS ERIK NORDSTROM | CHIEF EXECUTIVE OFFICER Good afternoon, everyone. Thanks for joining us today. Before we begin, I'd like to welcome our new CFO, Cathy Smith, to our earnings call. Cathy is a proven finance leader with many years of experience delivering business results. She has deep expertise navigating the dynamic retail environmen |
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| August 21, 2023 |
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) August 16, 2023 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File N |
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| August 21, 2023 |
Nordstrom Board of Directors Approves Quarterly Dividend Exhibit 99.1 Nordstrom Board of Directors Approves Quarterly Dividend SEATTLE, Aug. 16, 2023 - Nordstrom, Inc. (NYSE: JWN) announced today its board of directors approved a quarterly dividend of 19 cents per share payable on September 13, 2023, to shareholders of record at the close of business on August 29, 2023. ABOUT NORDSTROM At Nordstrom, Inc. (NYSE: JWN), we exist to help our customers feel |
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| August 21, 2023 |
Exhibit 4.1 FIRST AMENDMENT TO THE SHAREHOLDER RIGHTS AGREEMENT This First Amendment to the Shareholder Rights Agreement (this “Amendment”), dated as of August 21, 2023, amends the Shareholder Rights Agreement, dated as of September 19, 2022 (the “Rights Agreement”), by and between Nordstrom, Inc., a Washington corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”) |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-15059 A. Full title of the plan a |
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| June 9, 2023 |
Nordstrom 401(k) Plan Financial Statements Nordstrom 401(k) Plan Employer ID No: 91-0515058 Plan Number: 001 Report of Independent Registered Public Accounting Firm and Financial Statements as of December 31, 2022 and 2021 and for the Year Ended December 31, 2022, with Supplementary Information Table of Contents NORDSTROM 401(k) PLAN PLAN YEAR ENDED DECEMBER 31, 2022 TABLE OF CONTENTS Page DEFINITIONS OF COMMONLY USED TERMS 2 REPORT OF IND |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 29, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| June 7, 2023 |
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 6, 2023 NORDSTROM, INC. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 31, 2023 |
Nordstrom Reports First Quarter 2023 Earnings Exhibit 99.1 Nordstrom Reports First Quarter 2023 Earnings •Company reports loss of $1.27 per share, adjusted earnings of $0.07 per share1 •Results reflect progress on Company’s key priorities of Nordstrom Rack improvement, inventory productivity and supply chain optimization •Reaffirms fiscal 2023 revenue and adjusted earnings outlook SEATTLE – May 31, 2023 – Nordstrom, Inc. (NYSE: JWN) today rep |
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| May 31, 2023 |
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 31, 2023 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 31, 2023 |
Q1 2023 NORDSTROM EARNINGS CALL — PREPARED REMARKS Exhibit 99.2 Q1 2023 NORDSTROM EARNINGS CALL — PREPARED REMARKS ERIK NORDSTROM | CHIEF EXECUTIVE OFFICER For the first quarter, we delivered net sales of $3.1 billion, a loss per share of $1.27 and adjusted earnings per share of 7 cents. Adjusted earnings were higher than the first quarter of last year despite lower sales, reflecting the progress we are making against the priorities we laid out at |
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| May 22, 2023 |
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 17, 2023 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 22, 2023 |
Nordstrom Board of Directors Approves Quarterly Dividend Exhibit 99.1 Nordstrom Board of Directors Approves Quarterly Dividend SEATTLE, May. 17, 2023 - Nordstrom, Inc. (NYSE: JWN) announced today its board of directors approved a quarterly dividend of 19 cents per share payable on June 14, 2023, to shareholders of record at the close of business on May 30, 2023. ABOUT NORDSTROM At Nordstrom, Inc. (NYSE: JWN), we exist to help our customers feel good and |
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| May 10, 2023 |
Nordstrom Appoints Cathy R. Smith as Chief Financial Officer Exhibit 99.1 Nordstrom Appoints Cathy R. Smith as Chief Financial Officer SEATTLE, May 10, 2023 - Nordstrom, Inc. (NYSE: JWN) today announced the appointment of Cathy R. Smith as chief financial officer, effective May 29, 2023. Smith joins Nordstrom from Bright Health Group where she has served as chief financial and administrative officer since 2020. In this role, Smith will be responsible for fi |
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| May 10, 2023 |
Exhibit 10.1 Restricted Stock Unit Award Agreement Supplemental Award AN AWARD (“Award”) OF RESTRICTED STOCK UNITS (“Units”), representing a number of shares of Nordstrom Common Stock (“Common Stock”) as noted in the Restricted Stock Unit Award Notice (the “Notice”), of Nordstrom, Inc., a Washington Corporation (the “Company”), is hereby granted to the Recipient (“Unit holder”) on the date set for |
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| May 10, 2023 |
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 8, 2023 NORDSTROM, INC. (Exact name of registrant as specified in its charter) Washington 001-15059 91-0515058 (State or other jurisdiction of incorporation) (Commission File Numbe |
