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 3, 2018

NORDSTROM, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§240.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On March 3, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved the following actions relative to salary and performance-based awards for the Company’s Principal Executive Officer, Principal Financial Officer and the Named Executive Officers set forth in the Company’s proxy statement dated April 5, 2017 (collectively the “Executives”):

On March 3, 2018, the Committee also determined to award Anne Bramman with a one-time cash payment in the amount of $150,000, in recognition of her service to the Company since assuming the role of Chief Financial Officer.

Also on March 3, 2018, the Committee certified the level of attainment of the pre-established performance goals for the 2015 Performance Share Unit (“PSU”) grant relating to the fiscal years 2015 through 2017. The Company’s ranking within its peer group did not exceed the fiftieth percentile. Accordingly, the 2015 PSUs did not vest and were canceled without payment to the Executives.

On March 3, 2018, the Committee also determined to award restricted stock units (“Incentive RSUs”) to certain of the Executives pursuant to the terms of the Nordstrom, Inc. 2010 Equity Incentive Plan (the “Equity Plan”). The Incentive RSUs were effective March 6, 2018. Incentive RSUs entitle the participant to settle in shares of Company Common Stock. Vesting occurs at a rate of 25% annually, beginning one year from the tenth day of the month immediately following the date of grant. Incentive RSUs were granted pursuant to the form of 2018 Restricted Stock Unit Award Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The number of Incentive RSUs granted to the Executives was as follows:

In addition, on March 3, 2018, the Committee determined to award additional restricted stock units (“Retention RSUs”) to Anne Bramman and Kenneth Worzel pursuant to the terms of the Equity Plan. The Retention RSUs were also effective March 6, 2018, and carry terms which are generally identical to those of Incentive RSUs except that, in the event of a change in control of the Company during the vesting period of the award in which Company shareholders receive cash in exchange for their shares of Common Stock, Retention RSUs provide for (i) cash payout and (ii) continued vesting in the ordinary course notwithstanding the change in control. The form of Retention RSU award is attached to this Current Report on Form 8-K as Exhibit 10.2. The number of Retention RSUs granted to Ms. Bramman and Mr. Worzel was as follows:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 8, 2018