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 OfficersITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 16, 2017, Nordstrom, Inc. appointed Kelley Hall, age 45, as Senior Vice President, Chief Accounting Officer and Treasurer of the Company commencingAugust 21, 2017. From August 2016 to August 2017, Ms. Hall served as Vice President and Chief Financial Officer of NIKE, Inc.'sEnterprise Operations, where she led finance teams supportinga number of business groups, including supply chain, technology and procurement. FromOctober 2008 toAugust 2016, Ms. Hall held a variety of senior leadership roles at NIKE, Inc.where she led Corporate Finance, Treasury, Tax, Investor Relations and Global Business Planning. Prior to joining NIKE, Inc., Ms. Hall held a variety ofsenior leadership roles at Starbucks Corporation from 1994 to 2008, including Vice President roles supporting U.S. Retail Finance and Corporate Finance.
In connection with her employment, Ms. Hall will be paid an annual base salary of $510,000 and will be eligible to receive bonus compensation under the annual cash bonus plan for the fiscal year 2017 previously approved by the Company’s Compensation Committee (the “Committee”) of the Board of Directors (“Board”) with a target bonus of 50% of annual base salary for the current fiscal year on a pro-rated basis. In addition, on August 16, 2017, the Committee also determined to award restricted stock units (“RSUs”)to Ms. Hall, effective August 21, 2017, which is the first open window trading period on or after her start date and Committee approval. The number of RSUs to be awarded will have a value equal to Ms. Hall’s annual base salary and, upon vesting, will entitle her to receive an equivalent number of shares of Company Common Stock. Vesting occurs at a rate of one-third (1/3) annually, beginning one year from the tenth day of the month immediately following the date of grant. The award ofRSUs is to the form of award agreement previously approved by the Committee and filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2017. The number of RSUs actually granted to Ms. Hall is not determinable at this time. Once determinable, the number ofRSUs will be reported in an amendment to this Current Report on Form 8-K. In addition, Ms. Hall will receive a one-time lump sum cash transition support payment in the amount of $250,000.
Ms. Hall willbe eligible to participate in the Company’s benefits as may be offered from time to time to other similarly situated employees including relocation assistance and participation in the Company’s 401(k) plan with Company match and the Company’s Employee Stock Purchase Plan.
There are no family relationships between Ms. Hall and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed to Item404(a) of Regulation S-K.
Upon the effective date of Ms. Hall’s employment, Michael Maher will resign from the position of Interim Principal Accounting Officer of the Company, a position he has held since June 3, 2017. Mr. Maher will continue in his position as Senior Vice President, Finance of the Company.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 8.01 Other Events
On August16, 2017, Nordstrom, Inc. issued a press release announcing that the 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
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99.1 |
Press release of Nordstrom, Inc., dated August 21, 2017. |
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99.2 |
Press release of Nordstrom, Inc., dated August 16, 2017. |
NORDSTROM INC ExhibitEX-99.1 2 jwn-08212017xex991.htm EX-99.1 Exhibit Exhibit 99.1FOR IMMEDIATE RELEASEINVESTOR CONTACT: Trina SchurmanAugust 21,…To view the full exhibit click here
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.
