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 17, 2005
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 1.01 Entry into a Material Definitive Agreement
On February 17, 2005 the Compensation Committee (the "Committee") of the
Board of Directors of Nordstrom, Inc. (the "Company") approved the following
executive compensation payouts to the Company's named executive officers:
2002-2005
Performance Share
Unit Payout (#)
Named Executive Officer (1)
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Blake W. Nordstrom 14,787.50
President
Peter E. Nordstrom 8,626.25
Executive Vice President
Erik B. Nordstrom 4,337.50
Executive Vice President
Michael G. Koppel 8,010.00
Executive Vice President
James R. O'Neal 8,010.00
Executive Vice preisdent
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(1) The Nordstrom, Inc. 1997 Stock Option Plan, as amended (the "Plan"), which
was filed as Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
August 2, 2003, provides for the grant of performance share units which
entitle the participant to settle in shares of Company Common Stock or cash in
lieu thereof upon the achievement of such performance goals as may be
established by the Committee at the time of grant based on any one or
combination of certain performance criteria enumerated in the Plan.
Performance share units are generally granted in the first quarter of the
Company's fiscal year and are earned over a three-year period only when the
Company's total shareholder return is positive and outperforms companies in a
pre-defined group of retail peers.
On February 17, 2005, the Committee certified that the Company's performance
goals had been achieved during the three-year performance cycle that began on
February 1, 2002. As a result, those performance share units granted on
February 1, 2002 vested at 125% of the original grant amount. Each
performance share entitles the holder to the current value of one Common Share
as of January 31, 2005 ($48.25). Attached hereto as Exhibit 10.1 is the form
of 2002 notice of award of performance share units. Attached hereto as
Exhibit 10.2 is the form of 2002 performance share unit award agreement.
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
Vice President, Real Estate
and Corporate Secretary
Dated: February 24, 2005
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
10.1 Form of 2002 Notice of Award of Performance Share Units
10.2 Form of 2002 Performance Share Unit Award Agreement
10.3 Nordstrom, Inc. 1997 Stock Option Plan, as Amended,
incorporated by reference to Exhibit 10.1 to the Company's Form
10-Q for the quarter ended August 2, 2003.