Attached files
| file | filename |
|---|---|
| EX-99.2 - PRESS RELEASE OF NORDSTROM, INC., DATED MAY 10, 2012. - NORDSTROM INC | d349768dex992.htm |
| EX-99.1 - NORDSTROM EARNINGS RELEASE DATED MAY 10, 2012 - NORDSTROM INC | d349768dex991.htm |
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, 2012
NORDSTROM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| WASHINGTON | 001-15059 | 91-0515058 | ||
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NUMBER) |
(I.R.S. EMPLOYER IDENTIFICATION NO.) |
| 1617 SIXTH AVENUE, SEATTLE, WASHINGTON | 98101 | |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) |
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE (206) 628-2111
INAPPLICABLE
(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02 Results of Operations and Financial Condition
On May 10, 2012, Nordstrom, Inc. issued an earnings release announcing its results of operations for the quarter ended April 28, 2012, its financial position as of April 28, 2012, and its cash flows for the quarter ended April 28, 2012. A copy of this earnings release is attached as Exhibit 99.1.
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of Nordstrom, Inc. (the “Company”) held on May 9, 2012, the shareholders voted on the election of each of the Company’s eleven nominees for directors for the term of one year, the approval of the Amended and Restated Nordstrom, Inc. Executive Management Bonus Plan, the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, and an advisory vote to approve executive compensation.
The results of the voting were as follows:
| For | Against | Abstentions | Broker Non- Votes |
|||||||||||||
| Election of Directors |
||||||||||||||||
| Phyllis J. Campbell |
169,052,120 | 143,736 | 287,565 | 17,101,381 | ||||||||||||
| Michelle M. Ebanks |
168,816,448 | 377,665 | 289,308 | 17,101,381 | ||||||||||||
| Enrique Hernandez, Jr. |
165,327,315 | 3,904,192 | 251,914 | 17,101,381 | ||||||||||||
| Robert G. Miller |
169,021,776 | 170,197 | 291,448 | 17,101,381 | ||||||||||||
| Blake W. Nordstrom |
167,543,828 | 1,870,043 | 69,550 | 17,101,381 | ||||||||||||
| Erik B. Nordstrom |
167,503,849 | 1,910,953 | 68,619 | 17,101,381 | ||||||||||||
| Peter E. Nordstrom |
167,500,358 | 1,914,970 | 68,093 | 17,101,381 | ||||||||||||
| Philip G. Satre |
168,585,476 | 605,639 | 292,306 | 17,101,381 | ||||||||||||
| B. Kevin Turner |
168,918,881 | 403,996 | 160,544 | 17,101,381 | ||||||||||||
| Robert D. Walter |
168,661,513 | 531,474 | 290,434 | 17,101,381 | ||||||||||||
| Alison A. Winter |
167,189,966 | 2,184,453 | 109,002 | 17,101,381 | ||||||||||||
| Approval of the Amended and Restated Nordstrom, Inc. Executive Management Bonus Plan |
164,258,133 | 4,821,156 | 404,132 | 17,101,381 | ||||||||||||
| Ratification of the Appointment of Independent Registered Public Accounting Firm |
183,700,929 | 2,676,379 | 207,494 | n/a | ||||||||||||
| Advisory Vote to Approve Executive Compensation |
167,286,171 | 1,694,333 | 502,917 | 17,101,381 | ||||||||||||
ITEM 7.01 Regulation FD Disclosure
On May 10, 2012, Nordstrom, Inc. issued an earnings release announcing its results of operations for the quarter ended April 28, 2012, its financial position as of April 28, 2012, and its cash flows for the quarter ended April 28, 2012. A copy of this earnings release is attached as Exhibit 99.1.
ITEM 8.01 Other Events
On May 10, 2012, Nordstrom, Inc. issued a press release announcing that its Board of Directors has approved a quarterly dividend. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
| 99.1 | Nordstrom earnings release dated May 10, 2012 relating to the Company’s results of operations for the quarter ended April 28, 2012, its financial position as of April 28, 2012, and its cash flows for the quarter ended April 28, 2012. | |
| 99.2 | Press release of Nordstrom, Inc., dated May 10, 2012. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORDSTROM, INC. | ||
| By: | /s/ Robert B. Sari | |
| Robert B. Sari | ||
| Executive Vice President, | ||
| General Counsel and Corporate Secretary | ||
Dated: May 10, 2012
EXHIBIT INDEX
| EXHIBIT NUMBER |
DESCRIPTION | |
| 99.1 | Nordstrom earnings release dated May 10, 2012 relating to the Company’s results of operations for the quarter ended April 28, 2012, its financial position as of April 28, 2012, and its cash flows for the quarter ended April 28, 2012. | |
| 99.2 | Press release of Nordstrom, Inc., dated May 10, 2012. | |