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EX-3.1 - EX-3.1 - NORDSTROM INCjwn-06242015xex31.htm
EX-99.1 - EX-99.1 - NORDSTROM INCjwn-06242015xex991.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) June 23, 2015
NORDSTROM, INC.
(Exact name of registrant as specified in its charter)
Washington
 
001-15059
 
91-0515058
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1617 Sixth Avenue, Seattle, Washington
 
98101
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code (206) 628-2111
Inapplicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 23, 2015, Nordstrom, Inc. issued a press release announcing that effective June 23, 2015, the Board of Directors of the Company, upon recommendation of its Corporate Governance and Nominating Committee, appointed Tanya L. Domier, Chief Executive Officer of Advantage Sales and Marketing, LLC to the Board of Directors of Nordstrom. At the time of her appointment, Ms. Domier has been appointed to the Audit and Compensation Committees of the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As a nonemployee director, Ms. Domier will receive compensation for her services on the Board equivalent to the cash retainer and common stock award compensation described under the caption "Director Compensation" of the Company's proxy statement that was filed with the Securities and Exchange Commission on March 26, 2015. She will also be eligible to participate in the Company's other compensation benefit plans and programs for nonemployee directors as described in the proxy statement.
The Company plans to enter into its standard Independent Director Indemnification Agreement with Ms. Domier, the form of which was filed with the Securities and Exchange Commission. Ms. Domier and the Company are not parties to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 23, 2015, the Board of Directors of the Company approved an amendment and restatement of the Company’s Bylaws (the “Amended and Restated Bylaws”). Section 3 of Article III is revised to increase the maximum number of directors from thirteen (13) to fourteen (14).
The foregoing summary of the amendments contained within the Company’s Amended and Restated Bylaws is qualified in its entirety by the text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
3.1
 
Bylaws, as amended and restated on June 23, 2015.
99.1
 
Press release of Nordstrom, Inc., dated June 23, 2015.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
NORDSTROM, INC.
(Registrant)
 
 
/s/ Robert B. Sari
Robert B. Sari
Executive Vice President,
General Counsel and Corporate Secretary
 


Date: June 24, 2015



EXHIBIT INDEX
 
 
 
EXHIBIT
 
 
NUMBER
 
DESCRIPTION
 
 
 
3.1
 
Bylaws, as amended and restated on June 23, 2015.
99.1
 
Press release of Nordstrom, Inc., dated June 23, 2015.