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) February 21, 2007
NORDSTROM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 001-15059 91-0515058
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) 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 (see General Instruction A.2 below):
___ 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 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
On February 21, 2007, the Company's Board of Directors amended the Company's
Bylaws for purposes of implementing a majority vote standard in uncontested
director elections in place of the plurality vote standard and certain other
matters. The amendments are described below. The description is qualified in
its entirety by reference to the Bylaws, which are filed as Exhibit 3.1 to
this Form 8-K and incorporated by reference herein.
The standard for director elections was changed in Article III, Section 2 of
the Bylaws so that a nominee for director will be elected to the Board if the
votes cast for the nominee exceed the votes cast against the nominee.
However, directors will continue to be elected by a plurality of the votes
cast if the number of nominees for any election of directors nominated (i) by
the Board of Directors, or (ii) by any shareholder pursuant to the
shareholder nomination procedures set forth in Article II, Section 12 the
Bylaws, or (iii) by a combination of nominees by the Board of Director and
any shareholder, exceed the number of directors to be elected. The Board of
Directors also amended Article II, Section 12 of the Bylaws to require a
shareholder's notice to nominate persons for election to the Board of
Directors to include a statement whether such person, if elected, intends to
tender an irrevocable resignation effective when such person fails to receive
the vote required for election.
The Board of Directors amended Article III, Section 3 of the Bylaws to change
the size of the Board of Directors from a fixed number of nine directors to a
range of nine to twelve directors, with the specific number to be determined
from time to time by the Board of Directors. In connection with this
amendment, the Board of Directors also amended Article III, Section 7 to
specify that a majority of the number of directors then in office shall
constitute a quorum for transaction of business at any meeting of the Board
of Directors.
ITEM 8.01 OTHER EVENTS
In connection with the Bylaw amendment changing the standard for director
elections as described in Item 5.03 above, the Board amended the Company's
Corporate Governance Guidelines to provide that:
The Board will nominate for election and appoint to Board vacancies only
those candidates who have tendered or agreed to tender an advance,
irrevocable resignation that would become effective upon the failure to
receive the required vote for election and Board acceptance of the tendered
resignation. A director who fails to receive the required number of votes for
election and who has not already tendered the advance resignation is expected
to tender, promptly following certification of the shareholder vote, his or
her resignation from the Board, which resignation may be conditioned upon
Board acceptance of the resignation.
The Corporate Governance and Nominating Committee of the Board will consider
the tendered resignation of a director who fails to receive the required
number of votes for election, as well as any other offer to resign that is
conditioned upon Board acceptance, and recommend to the Board whether or not
to accept such resignation. The Corporate Governance and Nominating Committee
in deciding what action to recommend, and the Board in deciding what action
to take, may consider any factors it deems relevant. The director whose
resignation is under consideration is expected to abstain from participating
in any decision of the Corporate Governance and Nominating Committee or the
Board regarding such resignation. If the Board does not accept the
resignation, the director will continue to serve until his or her successor
is elected and qualified. The Board will publicly disclose its decision
regarding a resignation tendered by a director who fails to receive the
required number of votes for election within 90 days after certification of
the shareholder vote.
The foregoing description of the amendments to the Company's Corporate
Governance Guidelines is qualified in its entirety by reference to the
guidelines, which are incorporated by reference herein and can be found at
http://www.nordstrom.com. Go to investor relations, then corporate
governance.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
3.1 Bylaws (as amended on February 21, 2007).
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/ David L. Mackie
---------------------
David L. Mackie
Corporate Secretary
Dated: February 23, 2007