NORDSTROM, INC. (NYSE:JWN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February16, 2017, 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
Companys Named Executive Officers as set forth in the Companys
proxy statement dated April8, 2016 (the NEOs):
|
Named Executive Officer |
Bonus (1) | 2017 Base Salary | ||||||
|
Blake W. Nordstrom Co-President |
$ | 1,213,601 | $ | 758,500 | ||||
|
Peter E. Nordstrom Co-President |
$ | 1,213,601 | $ | 758,500 | ||||
|
Erik B. Nordstrom Co-President |
$ | 1,213,601 | $ | 758,500 | ||||
|
Michael G. Koppel Executive Vice President and Chief Financial Officer |
$ | 568,800 | $ | 790,000 | ||||
|
Christine F. Deputy Executive Vice President Human Resources |
$ | 345,600 | $ | 567,000 |
| (1) |
Nordstrom follows a pay-for-performance philosophy. The Companys compensation plans are designed to encourage NEOs to focus on goals that align with business strategy, operating performance and shareholder values. In support of our philosophy, performance-based awards pay out only when pre-determined performance results are achieved. The 2016 cash bonuses were determined based on the achievement of pre-established performance measures set by the Committee under the shareholder-approved Nordstrom, Inc. Executive Management Bonus Plan. |
Also on February16, 2017, the Committee certified the level of
attainment of the pre-established performance goals for the 2014
Performance Share Unit (PSU) grant relating to fiscal years 2014
through 2016. The Companys ranking within its peer group did not
exceed the fiftieth percentile. Accordingly, the 2014 PSUs did
not vest and were canceled without payment to the Companys NEOs.
The Committee also determined to award stock option grants to the
Companys five NEOs, effective February28, 2017, the first open
window trading date after Committee approval. Stock options were
granted to the terms of the Nordstrom, Inc. 2010 Equity Incentive
Plan (the Equity Plan) and have a term of ten years with an
exercise price equivalent to the closing price of the Companys
Common Stock on February28, 2017. Vesting occurs at a rate of 25%
annually, beginning one year from the tenth day of the month
immediately following the date of grant. The number of options to
be awarded to each individual is a function of base pay, a
long-term incentive (LTI) percentage and the fair value of an
option. The Binomial Lattice model is used to estimate the fair
value of an option. This model requires the input of certain
assumptions, including the risk-free interest rate, volatility,
dividend yield and expected life. The formula for determining the
number of options granted is:
No. of Options = (base pay x LTI%) / option fair value
The form of the 2017 Nonqualified Stock Option Grant Agreement is
attached hereto as Exhibit 10.1. The number of options actually
granted to each of the NEOs, once determined, will be reported in
an amendment to this Current Report on Form 8-K.
On February16, 2017, the Committee also determined to award
restricted stock units (RSUs) to the Companys five NEOs to the
terms of the Equity Plan. The RSU awards are effective
February28, 2017. 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. The number of RSUs to be
awarded to each individual is a function of base pay, a long-term
incentive (LTI) percentage and the fair value of an RSU. The fair
value of an RSU is calculated as the stock price as of the
effective date less the present value of Company stock dividends
over the vesting period. This calculation requires the input of
certain assumptions,
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including the risk-free interest rate and the expected Company
stock dividends. The formula for determining the number of RSUs
granted is:
No. of RSUs = (base pay x LTI%) / RSU fair value
The form of the 2017 Restricted Stock Unit Award Agreement is
attached to this Current Report on Form 8-K as Exhibit 10.2. The
number of RSUs actually granted to each of the NEOs, once
determined, will be reported in an amendment to this Current
Report on Form 8-K.
On February16, 2017, the Committee also determined to award PSUs
to the Companys five NEOs to the terms of the Equity Plan. The
PSU awards are effective February28, 2017. PSUs may only be
settled in shares of Company Common Stock upon the achievement of
such performance goals as may be established by the Committee at
the time of grant based on any one or a combination of certain
performance criteria enumerated in the Equity Plan. The 2017 PSUs
are earned over a three-year period from fiscal year 2017 through
fiscal year 2019. The percentage of PSUs granted that will
actually be earned at the end of the three-year period is based
upon the Companys total shareholder return compared to the total
shareholder return of companies in the Standard Poors 500, as
composed on the first day of the performance cycle, during that
same period. Total shareholder return is based on a 30
trading-day closing price average that is established both prior
to the beginning of the performance cycle and prior to the end of
the performance cycle. The formula for determining the number of
PSUs granted is:
No. of PSUs = (base pay x LTI%) / stock price on the effective
date
The form of the 2017 Performance Share Notice and Award Agreement
is attached to this Current Report on Form 8-K as Exhibit 10.3.
The number of PSUs actually awarded to each of the NEOs, once
determined, will be reported in an amendment to this Current
Report on Form 8-K.
| ITEM9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Form of the 2017 Nonqualified Stock Option Grant Agreement | |
| 10.2 | Form of the 2017 Restricted Stock Unit Award Agreement | |
| 10.3 |
Form of the 2017 Performance Share Unit Notice and Award Agreement |
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About NORDSTROM, INC. (NYSE:JWN)
Nordstrom, Inc. is a fashion specialty retailer in the United States. The company operates through two segments: Retail and Credit. The Retail segment includes approximately 115 Nordstrom branded full-line stores in the United States and Nordstrom.com, approximately 167 off-price Nordstrom Rack stores, two Canada full-line stores, Nordstromrack.com and HauteLook, and other retail channels, including five Trunk Club showrooms and TrunkClub.com, its two Jeffrey boutiques and one clearance store that operates under the name Last Chance. Credit segment includes its wholly owned federal savings bank, Nordstrom fsb, through which it provides a private label credit card, two Nordstrom VISA credit cards and a debit card. The Company operated 290 United States stores located in 38 states, as well as an e-commerce business through Nordstrom.com, Nordstromrack.com and HauteLook and TrunkClub.com, as of March 16, 2015. It also operates two Nordstrom full-line stores in Canada. NORDSTROM, INC. (NYSE:JWN) Recent Trading Information
NORDSTROM, INC. (NYSE:JWN) closed its last trading session down -1.41 at 43.94 with 5,120,894 shares trading hands.