🆙 Quelle assurance – Formulaire de DEF 14A NORDSTROM INC: 23 mai

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ÉTATS-UNIS

SECURITES ET COMITE

Washington, D.C. 20549

14A

Déclaration de procuration selon l’article 14 (a) de la loi sur les valeurs mobilières

Stock Exchange Act 1934 (Amendement .__)

þ

Soumis par le titulaire

¨

Soumis par une partie autre que la personne inscrite

Sélectionnez le champ approprié:

¨

Déclaration de procuration préliminaire

¨

COMMISSION ASSURANCE (A 14a-6).

þ

Déclaration de procuration finale

¨

Matériaux complémentaires finaux

¨

Demande de matériel §240.14a-12

NORDSTROM, INC.

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(Nom du déclarant tel que défini dans la Charte)

(Nom (s) de la (des) personne (s) pour l'envoi de la procuration, s'il ne s'agit pas du déclarant)

Paiement de la taxe de notification (cochez la case appropriée):

þ

Aucun frais requis.

¨

Les frais calculés dans le tableau ci-dessous sont Exchange Act 14a-6 (i) (1) et 0-11.

(1)

L'adresse de chaque catégorie de titres à laquelle l'opération s'applique:

(2)

Titres de transaction cumulatifs:

(3)

Valeur de la transaction calculée sur la base du taux de change par part ou d'un autre règlement de la loi sur la bourse 0-11

(précisez le montant auquel la taxe de notification est calculée et indiquez comment elle a été déterminée):

(4)

Valeur de transaction maximale suggérée:

(5)

Total des frais payés:


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1617 sixième avenue. Seattle, Washington 98101

12 avril 2019

Cher actionnaire!

Vous êtes invités à nous rejoindre en ligne 23 mai 2019, de la journée du Pacifique à 9 h, à la diffusion sur le Web de l’assemblée générale annuelle de 2019. Nous vous invitons également à assister à la réunion dans la salle John W. Nordstrom.e le centre-ville de Seattle Nordstrom sur la sixième avenue de 1617.

En tant qu’entreprise, nous avons franchi des étapes importantes en 2018. Nos investissements générationnels – y compris Manhattan, Canada, Nordstromrack.com/Hautelook et Trunk Club – continuent d’accroître la rentabilité. Nos clients sont plus forts que jamais, par le biais de multiples canaux avec plusieurs de nos clients, et nous avons un engagement plus profond envers nos clients par le biais de notre programme de fidélité Nordy Club et de notre stratégie de marché local. Notre objectif est de poursuivre sur cette lancée en nous concentrant sur nos trois piliers stratégiques: fournir une offre de produits différenciée, fournir des services et une expérience exceptionnels et tirer parti de la force de notre marque.

Nous avons compris que le secteur de la vente au détail évolue rapidement et nous investissons constamment dans notre entreprise, tout en répondant aux besoins de nos clients de manière nouvelle et pertinente. Pour cette raison, nous avons construit un modèle commercial qui constitue un élément clé de la différence de marché. Cela nous permet de fournir aux clients de multiples points de contact – magasins en ligne, prix et prix complets – ce qui augmente l'engagement et les dépenses.

Nous ferons de notre mieux pour rester engagés dans la gestion de notre entreprise dans l’intérêt de nos clients, de nos employés et de nos actionnaires. En tant qu'actionnaire, vous avez le droit de voter, ce qui peut être fait en ligne, par téléphone ou en utilisant une carte de procuration, comme indiqué dans le document. En plus de la déclaration de procuration, nous vous recommandons de vérifier en ligne Lettre aux actionnaires investor.nordstrom.com et lire 2018 Rapport annuel Vous trouverez ici une image plus complète de notre performance et de la manière dont nous travaillons pour améliorer la valeur pour les actionnaires en améliorant l'expérience client.

Nous remercions Nordstrom au nom de nous tous pour notre soutien continu.

sincèrement,

bradsmithsignature.jpg

Brad D. Smith

Président du conseil

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eriksignaturea05.jpg

Peter E. Nordstrom

Erik B. Nordstrom

co-président

co-président

NORDSTROM, INC.Déclaration de procuration de 2019 4


Table des matières



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1617 sixième avenue. Seattle, Washington 98101

Notification de la réunion annuelle

par les actionnaires

jeudi. 23 mai 2019

9 heures du matin. Heure d'été du Pacifique

Salle John W. Nordstrom, 5ème étage. Le Nordstrom Downtown Seattle Store. 1617 sixième avenue. Seattle, Washington 98101

la 2019 L’assemblée générale annuelle de Nordstrom, Inc. (la «société») («assemblée générale») est organisée aux fins suivantes:

premier

élu 11 Directeurs mis en service 2020 Assemblée annuelle des actionnaires;

deuxième

Confirmation de la nomination de Deloitte & Touche LLP (Deloitte) en tant que cabinet d'experts-comptables indépendant inscrit de la société 2019 exercice financier;

troisième

Procéder à un vote consultatif sur la rémunération de nos membres de la haute direction;

4

Approbation du plan de soutien des actions de Nordstrom, Inc. 2019; et

5

La conclusion de toute autre transaction pouvant survenir et être reportée de manière appropriée avant la réunion annuelle.

Vous pouvez voter si vous étiez actionnaire à la fin de la transaction 15 mars 2019 ("Date d'enregistrement"). Il était là 154952755 actions émises et en circulation par la société 15 mars 2019.

Les actionnaires sont personnellement invités à l'assemblée annuelle. Les personnes malentendantes ou ayant besoin d'assistance doivent contacter l'entreprise au numéro 206-303-3040 pour faciliter leur participation à la réunion annuelle.

Le vote est très important. Que vous souhaitiez être présent à la réunion annuelle, vous devriez être encouragé à voter.

Seattle, Washington

12 avril 2019

Sur ordre du conseil d'administration

robertsignaturea01.jpg

Robert B. Sari

Secrétaire général

AVIS IMPORTANT DE COMMUNIQUER AVEC L’ASSEMBLÉE GÉNÉRALE ANNUELLE 2019 DE 2019

La déclaration de procuration ci-jointe et le rapport annuel 2018 au format 10K sont disponibles sur investor.nordstrom.com.

NORDSTROM, INC.Déclaration de procuration de 2019 5


SOMMAIRE DU PROCURATION

Ce résumé met en évidence les informations décrites ailleurs dans cette déclaration de proxy. Il ne contient pas toutes les informations nécessaires et lisez attentivement la déclaration de procuration complète avant de voter. Les liens de page vous aident à trouver plus d'informations.

2019 Assemblée annuelle des actionnaires

Date et heure:

23 mai 2019, 21h00, heure du Pacifique

Webcast de la réunion:

investor.nordstrom.com, sélectionnez Événements et présentations et suivez les instructions. La diffusion sur le Web sera archivée et mise à disposition pendant un an après la réunion annuelle.

lieu:

Salle John W. Nordstrom, 5ème étage

Le Nordstrom Downtown Seattle Store

1617 sixième avenue

Seattle, Washington 98101

Admissibilité à voter

Vous pouvez voter si vous étiez actionnaire à la fin de la transaction 15 mars 2019.

Vote voté (page 77)

Vous pouvez voter avec l’une des méthodes suivantes:

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Internet:

(www.proxyvote.com), 23h59. Heure de la fête de l'Orient, le 22 mai 2019;

*

Message:

22 mai 2019, remplissez, signez et renvoyez la procuration ou les instructions de vote; ou

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téléphone:

si vous avez demandé des documents imprimés, le numéro gratuit sur votre carte de procuration est 23:59. Heure de la fête de l'Orient, le 22 mai 2019;

persona01.jpg

personnellement:

si vous êtes actionnaire, votez pour vos actions à l'assemblée annuelle. Si vos actions sont détenues pour le compte d'un courtier, d'un candidat ou d'un autre intermédiaire, vous devez obtenir une procuration à votre avantage pour pouvoir vous rendre à l'assemblée.

Questions de vote (page 76)

Vote du bureau

recommandation

Référence de page

(pour plus de détails)

premier

Election des administrateurs

Pour tous les administrateurs nommés

19

deuxième

Confirmation de la nomination d'une société de passation de marchés enregistrée indépendante

la

25

troisième

Votez pour la rémunération des dirigeants

la

4

Approbation du plan de soutien des actions de Nordstrom, Inc. 2019

la

6 NORDSTROM, INC.Déclaration de procuration de 2019


Candidats au conseil d'administration (page 21)

nom

temps

directeur

parce que

occupation

Composition de la Commission

Autre public

Conseil d'entreprise

Shellye L. Archambeau *

56

2015

Ancien PDG de MetricStream, Inc.

Gouvernance d'entreprise et marquage, technologie

Verizon, Inc., Okta, Roper Technologies, Inc.

Stacy Brown-Philpot *

43

2017

PDG de TaskRabbit, Inc.

Audit et finance, technologie

HP Inc.

Tanya L. Domier *

53

2015

PDG de Advantage Solutions

Audit & Finance, Compensation (Président)

YUM! Brands, Inc.

Kirsten A. Green *

47

2019

Fondateur et associé directeur de Forerunner Ventures

Audit et finance, technologie

Glenda G. McNeal *

58

2019

Président du partenariat stratégique d'entreprise American Express

Rémunération, gouvernance d'entreprise et nomination

RLJ Lodging Trust

Erik B. Nordstrom

55

2006

Coprésident de Nordstrom, Inc.

N / A

Peter E. Nordstrom

57

2006

Coprésident de Nordstrom, Inc.

N / A

Brad D. Smith *

55

2013

PDG de Intuit, Inc.

Rémunération, gouvernance d'entreprise et nomination

Intuit, Inc., SurveyMonkey

Gordon A. Smith *

60

2015

JPMorgan Chase & Co. est coprésident et PDG

Rémunération, gouvernance d'entreprise et nomination (président)

Bradley D. Tilden *

58

2016

Chef de la direction d'Alaska Air Group, Inc.

Audit et finance (président)

Alaska Air Group, Inc.

B. Kevin Turner *

54

2010

Président et chef de la direction de Core Scientific

Gouvernance d'entreprise et marquage, Technologie (président)

Direction de la société (page 10)

9 Ils le font, jusqu'à 11 Les candidats au poste de directeur sont indépendants.

Des administrateurs indépendants assistent régulièrement à la réunion de l'exécutif.

Les coprésidents et les présidents du conseil sont séparés.

Les membres indépendants ne sont que des membres du comité.

Les élections des administrateurs ont un vote à la majorité et chaque administrateur est élu chaque année.

Le conseil d’administration contient des directives relatives à la propriété d’actions pour les administrateurs et les membres de la haute direction.

Le rendement du conseil, du comité et du directeur est évalué chaque année.

Le comité et ses comités sont responsables de la gestion des risques.

La coprésidence et la planification de la relève de la direction constituent l’une des priorités les plus importantes.

NORDSTROM, INC.Déclaration de procuration de 2019 7


Faits marquants de l'activité

Pour l'exercice 2018, le bénéfice net s'est établi à 564 millions de dollars, soit 3,32 dollars par action diluée, ce qui inclut un avantage fiscal positif de 0,05 dollar pour les périodes précédentes et un coût du crédit non récurrent estimé de 0,28 dollar (voir la note 42). page). Rapport annuel sur le formulaire 10-K de la société pour l'exercice clos le 2 février 2019). Nous avons réalisé des ventes de 15,5 milliards de dollars. Cela se compare à 15,1 milliards de dollars en 2017, qui comprenaient 220 millions de dollars pour la semaine 535 liée au calendrier de vente au détail 4-5-4. Nous avons maintenu une solide situation financière, générant un flux de trésorerie opérationnel annuel de plus de 1 milliard de dollars, et envoyé près de 1 milliard de dollars aux actionnaires sous forme de dividendes et de rachats d’actions au cours de l’exercice.

Ses ventes se sont élevées à 15,5 milliards de dollars, ce qui reflète l'ampleur des investissements dans la production.

Augmentation du chiffre d'affaires comparable de 1,7%, reflétant une augmentation globale de 0,9% du prix et de 3,5%.

Des bénéfices de 564 millions de dollars, reflétant la réduction des dépenses fiscales liées à la réforme de l’impôt sur les sociétés.

Notre modèle d'entreprise est un élément clé pour servir les clients de différentes manières – par le biais de grands magasins, en ligne, à prix plein et hors site, et par le biais de synergies importantes avec Nordstrom. Nous nous concentrons sur l'exploitation de nos ressources numériques et physiques pour offrir à nos clients la meilleure expérience possible. En 2018, avec nos trois piliers stratégiques, nous avons franchi les jalons suivants dans la mise en œuvre de notre stratégie client: fournir une offre de produits rassurante, fournir des services et une expérience exceptionnels et tirer parti de la force de la marque Nordstrom:

Nous avons continué à connaître des tendances positives pour nos clients. En 2018, plus de 35 millions de clients ont participé, ce qui représente une augmentation de 6% par rapport à l'année précédente. Un tiers de nos clients ont acheté plus de chaînes, ce qui entraîne généralement des coûts plus élevés pour les clients.

diLes ventes ont augmenté de 16% et représentaient 30% des ventes nettes. En outre, les magasins à grande échelle de Nordstrom.com sont des magasins parallèlement à des ventes numériques rentables. Nous pensons que notre investissement initial nous a procuré un avantage concurrentiel pour créer une entreprise numérique robuste.

Nos investissements dans la production continuent d’être modestes, générant des ventes d’environ 2 milliards de dollars et améliorant la rentabilité. Nordstromrack.com/HauteLook est devenu notre activité la plus rapide avec un chiffre d'affaires de 1 milliard de dollars. Trunk Club a réalisé une croissance des ventes de 35%. À New York, nous avons ouvert Men Store et étendu nos activités avec six magasins Nordstrom Rack au Canada.

Ce que lNotre stratégie de marché local de Los Angeles a étendu le marché avec une part de marché surdimensionnée, augmentant la sélection de produits, la rapidité de livraison et la commodité des clients.

Alors que nous recherchons le meilleur revendeur de mode du monde numérique, nous pensons être bien positionnés pour offrir une expérience client distincte et augmenter la valeur pour les actionnaires.

Points saillants de la rémunération des dirigeants – Pay for performance

Conformément à notre philosophie de rémunération, le programme de rémunération de ces membres de la haute direction est simple et comporte quatre éléments principaux: le salaire de base, la prime de performance, les incitations à long terme et les avantages. Parmi ces éléments, nous mettons l'accent sur le salaire variable au-dessus du salaire fixe, la rémunération cible d'au moins 70% de chaque membre de la haute direction visé par rapport à nos résultats financiers ou à ceux de nos marchés. Le programme met en balance l'importance de ces leaders dans la réalisation d'objectifs critiques à court terme et de priorités stratégiques à long terme. Les graphiques suivants représentent la rémunération cible des coprésidents et des autres hauts fonctionnaires nommés, comme indiqué à la page 29.

8 NORDSTROM, INC.Déclaration de procuration de 2019


graph040919a01.jpg

Notre rémunération variable reflète la performance de l'entreprise

Nous proposons des objectifs de performance rigoureux et des performances élevées pour la planification de la solvabilité. En outre, une part importante du salaire est sous forme d'actions de Nordstrom, les résultats des paiements sont conformes à l'expérience de nos actionnaires. Ceci est confirmé par les récents paiements de rémunération incitative de nos dirigeants et nous donne des valeurs réalistes 2018 à la fin de l'exercice, comme indiqué ci-dessous.

SOMMAIRE PAIEMENT PAIEMENT

2014

2015

2016

2017

2018

Revenu d'encouragement avant intérêts et impôt sur le revenu («EBIT d'encouragement»)

1,391 M $

1,246 M $

1 076 M $

952 M $

909 M $

Incitation au rendement du capital investi ajustée
("ROIC corrigé par incitation")

13.6

%

11.0

%

12.4

%

10.0

%

12,8

%

Bonus annuel
(Paiement en% de la cible)

83

%

0

%

80

%

96

%

89

%

Classement en pourcentage TSR sur 3 ans au sein du groupe comparatif

63%

53%

16%

10%

24%

Acquisition d'un PSU
(Paiement en% de la cible)

75

%

75

%

0

%

0

%

0

%

Groupe comparatif PSU

vente au détail

vente au détail

S & P 500

S & P 500

S & P 500

*

La prime réelle pour l'exercice 2017 correspond à 94% de la cible des coprésidents. Le versement de la prime réelle pour l'exercice 2018 représentait 63% de la cible des coprésidents. Voir pages 35 et 36 pour plus d'informations.

Le BAII incitatif et le RCI ajusté des incitatifs ne sont pas des indicateurs de performance financière au sens des principes comptables généralement reconnus (PCGR) et ne peuvent être remplacés par des actifs, un bénéfice net, le total de l’actif ou d’autres mesures financières. selon les PCGR. Pour la coordination des mesures financières définies ou non par les PCGR, voir l’annexe A. t Obtenir l'alimentation comme indiqué dans le tableau ci-dessusrépond aux périodes de performance se terminant au cours des exercices 2014-2018. Le classement en pourcentage du rendement total pour les actionnaires (TSR) sur trois ans est basé sur la performance du TSR des périodes glissantes sur trois ans entre les exercices 2012 et 2018, par opposition au groupe de référence. De la période de performance de 2014 à 2016, nous avons changé notre groupe de comparaison du commerce de détail au groupe Standard and Poor 500. Reportez-vous à la page 37 pour plus d'informations sur les paiements d'intéressement à long terme.

SOUTENIR LES VALEURS DE SOUTIEN

2014

2015

2016

2017

2018

UAP (valeur de réalisation en% de la valeur de la subvention)

0

%

0

%

0

%

51

%

N / A

UAR (valeur de réalisation en% de la valeur de la subvention)

94

%

75

%

111

%

111

%

94

%

Options d'achat d'actions (valeur de réalisation en% de la valeur de la subvention)

38

%

0

%

6

%

6

%

N / A

Les valeurs de réalisation présentées ci-dessus sont basées sur la valeur réelle au moment de l'acquisition. 2018 exercice de fin d'exercice Ils le font, jusqu'à 45,33 USD et la performance actuelle des UAP en circulation émises en 2017 (paiement de 50% à la fin de l'exercice), exprimée en pourcentage de la valeur de la subvention. Les UAR, les unités à inventaire limité (UAR) et les options d'achat d'actions sont énumérés dans la colonne correspondant à l'année de soutien.

Le comité des rémunérations examine ces résultats et d’autres analyses en vue de faire correspondre la rémunération totale desdits membres de la haute direction aux intérêts des actionnaires. Sur la base de ces résultats, entre autres, le comité de la rémunération considère que la rémunération directe totale versée aux membres de la haute direction nommés reflète notre objectif de performance et correspond bien aux intérêts des actionnaires.

Reportez-vous à la section Discussion et analyse de la rémunération à la page 29 pour plus d'informations sur la rémunération du conducteur.

NORDSTROM, INC.Déclaration de procuration de 2019 9


GOUVERNEMENT D'ENTREPRISE

Notre cadre de gouvernance d'entreprise

Depuis sa fondation, les dirigeants et les employés de notre entreprise ont toujours cherché à respecter les normes d'éthique les plus strictes dans tous les domaines de notre activité. Notre cadre de gouvernance d’entreprise a pour objectif de soutenir cette tradition d’intégrité, de confiance et d’engagement infondé à agir correctement, qui sert bien nos clients et nos actionnaires depuis des années. Notre cadre de gouvernance d'entreprise, décrit plus en détail dans les pages suivantes, comprend les points saillants suivants:

governance7.jpg

10 NORDSTROM, INC.Déclaration de procuration de 2019


Tâches de la présidence, structure de direction et rôle de la gestion des risques

Le conseil d'administration (le «conseil d'administration») supervise, gère et dirige la direction afin de promouvoir les intérêts à long terme de la Société et de nos actionnaires. Ses tâches incluent:

déterminer la structure appropriée de la direction de l'entreprise;

choisir et évaluer le rendement des coprésidents;

planifier la relève des postes de coprésidents et suivre les plans de relève de la direction pour les autres cadres supérieurs;

examiner et approuver nos principaux objectifs financiers, nos plans stratégiques et opérationnels et d’autres mesures importantes;

suivre nos activités et évaluer nos risques commerciaux pour vous aider à gérer votre entreprise correctement;

superviser la gestion de la cybersécurité, y compris la supervision des stratégies, systèmes, processus et contrôles appropriés d'atténuation des risques; et

superviser l'intégrité des états financiers et des autres informations publiques, ainsi que le respect des lois et de notre code de conduite et d'éthique.

À ce jour, le conseil d’administration estime que le président et les coprésidents du conseil d’administration devraient être des personnes différentes, car cela pourrait renforcer la gouvernance d’entreprise et les aides placées sous la supervision du conseil d’administration. actuellement Brad D. Smith Président du conseil d'administration, coprésidents Erik Nordstrom et Peter Nordstrom. Les coprésidents sont responsables de la gestion quotidienne et de la performance de la société, tandis que le président du conseil d'administration donne des orientations aux coprésidents et préside l'ensemble du conseil. Les fonctions du président du conseil d’administration sont décrites plus en détail par le président du conseil d’administration et le vice-président. Le conseil d'administration est d'avis que cette structure de gestion contribue également à la surveillance et à la gestion des risques du conseil.

La responsabilité principale de l'ensemble du corps est de superviser la gestion des risques et il incombe aux conseils permanents du conseil d'administration de se concentrer sur les risques spécifiques propres à leurs propres domaines de supervision. Conseil complet:

croit et détermine l'appétit pour le risque de l'entreprise, qui est le degré de risque que l'organisation veut accepter;

superviser la mise en œuvre d'un système de gestion des risques approprié pour la gestion (c.-à-d. identifier, évaluer, atténuer, surveiller et rendre compte des risques) et surveiller l'efficacité de ce processus lors de la modification de l'environnement de l'entreprise;

assure la gestion des risques au moyen de la structure et des processus du conseil; et

gère directement certains risques, en particulier ceux liés à la gestion stratégique de la société, qui sont examinés lors d'une réunion de planification stratégique annuelle et régulièrement tout au long de l'année.

La société a une approche globale et structurée de la gestion des risques qui est identifiée, évaluée, classée et gérée à tous les niveaux de la société par le biais d'un processus de gestion des risques d'entreprise conforme à la stratégie de la société. Dans ce contexte, la direction est responsable de l'évaluation et de la gestion de l'exposition au risque de la société. La direction fait régulièrement rapport sur les risques au comité ou au conseil concerné. Le conseil d'administration et ses comités discutent des divers risques auxquels l'entreprise est confrontée tout au long de l'année, notamment lors de la révision des plans opérationnels et stratégiques et de l'examen des mesures d'approbation spécifiques. Les risques sont classés en quatre catégories principales: stratégique, de conformité, opérationnelle et financière, et de gouvernance adéquate et de supervision par le conseil (et les comités).

Dans le cadre du processus de gestion des risques, le conseil d'administration: (i) comprend les risques associés à la stratégie de la société et à la mise en œuvre de la stratégie dans le respect de l'appétit pour le risque convenu; (ii) accéder aux informations utiles provenant de sources internes et externes aux hypothèses critiques sous-tendant la stratégie; (iii) met en garde contre un comportement anormal possible au sein de l'organisation, entraînant une prise de risque excessive; iv. soutien opportun à la direction pour les problèmes de risque critiques; et (v) Encourager la communication ouverte et l'augmentation appropriée du nombre de rapports sur les risques dans l'ensemble de l'entreprise afin de s'assurer que la gestion des risques fait partie de la culture d'entreprise. La structure de gestion du conseil d'administration et les connaissances et l'expérience collectives de ses membres offrent une perspective large, un dialogue ouvert et un aperçu utile du risque, renforçant ainsi l'efficacité du rôle du conseil dans la gestion du risque.

NORDSTROM, INC.Déclaration de procuration de 2019 11


Directeur de l'Indépendance

L’administrateur doit être considéré comme indépendant lorsque notre conseil d’administration déclare fermement qu’il n’a aucune relation importante avec la Société en tant qu’administrateur. Notre conseil d'administration définit cette définition conformément à nos directives de gouvernance d'entreprise, qui sont conformes aux politiques de la Bourse de New York («NYSE») et de la Securities and Exchange Commission («SEC»). Pour ce faire, le conseil tient compte de la relation entre la société et le directeur, soit directement, soit en tant que partenaire, actionnaire ou représentant officiel de l'organisation de contact avec la société. Le conseil d'administration a fermement déterminé que les candidats suivants aux administrateurs sont indépendants des normes d'inscription énoncées dans les Règles de la NYSE, de la SEC et des directives de gouvernance de la société, et aucun de ces administrateurs n'a de relation significative avec la société en tant qu'administrateur:

Shellye L. Archambeau

Kirsten A. Green

Gordon A. Smith

Stacy Brown-Philpot

Glenda G. McNeal

Bradley D. Tilden

Tanya L. Domier

Brad D. Smith

B. Kevin Turner

Président et président du conseil d'administration

La société a un président du conseil d'administration, qui est également un administrateur indépendant et qui agit en tant que président du conseil conformément aux normes de souscription de la NYSE. actuellement Brad D. Smith la compagnie sert Président du conseil.

Le conseil d'administration est nommé chaque année par le conseil d'administration. Comme indiqué dans les statuts de la Société, les directives de gouvernance d'entreprise et les statuts du comité de gouvernance d'entreprise et de nomination, le président du conseil d'administration:

présider les réunions du conseil d'administration;

aide à définir l'ordre du jour de chaque réunion du conseil et de ses comités;

préside le conseil d’administration dans la gestion des réunions ordinaires du conseil d’administration, auxquelles ne participent que des administrateurs indépendants;

convoque des réunions extraordinaires du conseil d'administration et / ou des actionnaires;

contribue au président du comité de régie d'entreprise et de nomination afin de pourvoir aux réunions du conseil d'administration vacantes, d'élire les présidents des comités et de siéger à des comités de comité;

conseiller les coprésidents et les autres membres du groupe de direction sur des questions telles que la gestion stratégique, la gouvernance d'entreprise et l'évaluation des risques en général; et

s'acquitte d'autres tâches que le conseil d'administration peut déléguer de temps à autre pour l'aider dans l'exercice de ses fonctions.

12 NORDSTROM, INC.Déclaration de procuration de 2019


Élections Administratives

Les statuts de la Société stipulent qu'un candidat à l'élection comme candidat à l'élection est élu si le nombre de suffrages exprimés lors de l'élection du candidat est supérieur au nombre de suffrages exprimés à l'encontre de l'élection du candidat. Le candidat au poste de bon gestionnaire qui ne reçoit pas le nombre de voix requis pour l'élection restera administrateur jusqu'à ce que soient organisées les fonctions suivantes: (i) 90 jours à compter de la date des résultats de l'élection; ou (ii) la date à laquelle le conseil d'administration élit une personne pour combler le poste d'administrateur. Dans toute élection dont le choix est contesté (c'est-à-dire que le nombre de candidats proposés dépasse le nombre d'administrateurs à élire), la qualité de l'élection des administrateurs correspond au nombre de voix des détenteurs des droits de vote. de réunion.

Gestion du successeur

Le conseil d'administration et le conseil d'administration estiment qu'il leur incombe au premier chef de veiller à ce que la société dispose des compétences en leadership appropriées pour s'acquitter efficacement de ses obligations commerciales. La direction de la société participe activement au développement du leadership et discute régulièrement des compétences de l'organisation en matière de leadership, attirant, développant et conservant les talents essentiels pour la réussite future. Outre un examen régulier des capacités de gestion de la société, le conseil d'administration procède à un examen annuel détaillé des stratégies de gestion des talents de l'ensemble de l'organisation et examine les plans de succession des postes de direction, y compris les coprésidents. Le conseil d'administration passe en revue les employés à fort potentiel, évalue les plans pour améliorer leurs compétences en gestion et en leadership et pénalise les stratégies utilisées pour former les individus les plus efficaces. Outre l'examen annuel, la succession fait régulièrement l'objet de discussions lors des réunions du conseil d'administration et du conseil d'administration, selon le cas. Les administrateurs peuvent utiliser divers outils pour se familiariser avec les successeurs potentiels des postes de direction clés, notamment un examen annuel complet des talents et de la relève, des présentations aux réunions du conseil et des interactions moins formelles au cours de l'année.

Sous la supervision du conseil d'administration et du conseil de nomination de la Société, l'ensemble de notre organisme est responsable de la mise en œuvre des procédures de succession des coprésidents. Nous pensons que le bureau présidé par le bureau devrait travailler avec les coprésidents sur les aspects critiques du processus de planification de la succession, y compris la définition des critères de sélection, l'identification et l'évaluation des candidats et la prise de décisions en matière de succession des cadres. Le conseil de gestion dispose de procédures pour répondre aux postes vacants inattendus d'un ou de plusieurs coprésidents, y compris un examen détaillé du plan de relève par le conseil chaque année. Le conseil d’administration a pour pratique de se préparer à un changement de direction prévu ou imprévu afin d’assurer la stabilité de la Société.

Kommunikáció az igazgatókkal

A részvényesek és más érdekelt felek kapcsolatba léphetnek az igazgatókkal, ha kapcsolatba lépnek a Vállalati titkárság irodájával:

phone.jpg

téléphone: 206-303-2541

7

e-mail: board@nordstrom.com

*

Posta: Nordstrom, Inc.

1700 Seventh Avenue, Suite 1500

Seattle, Washington 98101-4407

Figyelem: Vállalati titkár

A vállalati titkár továbbítja a kérdést vagy üzenetet az adott igazgatónak, akivel a részvényes vagy az érdekelt fél kommunikálni kíván.

Ha nincs külön igazgató kérése, a vállalati titkár továbbítja a kérdést vagy az üzenetet az igazgatóság elnökének. Bizonyos tételek, amelyek nem kapcsolódnak az igazgatóság feladataihoz és felelősségéhez, mint például az üzleti ajánlatok, hirdetések, levélszemét és egyéb tömeges küldemények, nem kerülnek továbbításra az igazgatóknak.

Az Audit- és Pénzügyi Bizottság eljárásokat dolgozott ki az etikai és számviteli gyakorlatokkal kapcsolatos lehetséges aggályok megválaszolására. Az aggályok bejelentése érdekében a Társaság bizalmas bejelentőjének forródrótját használhatja:

phone.jpg

téléphone: 1-888-832-8358

computer.jpg

Internet: ethicspoint.com

Az Ön aggályait szükség esetén megvizsgálják és közlik az Audit és Pénzügyi Bizottsággal.

NORDSTROM, INC.2019 Proxy nyilatkozat 13


Igazgatósági bizottságok és charták

Az Igazgatóság állandó ellenőrzési és pénzügyi bizottsággal, kompenzációs bizottsággal, vállalatirányítási és jelölési bizottsággal és technológiai bizottsággal rendelkezik. Minden bizottságnak van egy igazgatótanács által jóváhagyott chartája, amelyet az egyes bizottságok évente felülvizsgálnak. A charta javasolt módosításait, ha van ilyen, a Vállalatirányítási és Jelölő Bizottsághoz és az Igazgatósághoz jóváhagyásra benyújtják. Az Igazgatóság évente az éves ülés után közvetlenül a bizottsági és bizottsági elnöki feladatokat látja el, bár a bizottsági megbízások további változtatásai időről időre megtörténhetnek, amint azt az igazgatótanács megfelelőnek ítéli. Az Igazgatóság megállapította, hogy az elnökök és az összes bizottsági tag független az alkalmazandó NYSE szabályai szerint. A bizottsági charterek és a jelenlegi bizottsági tagság honlapunkon található investor.nordstrom.com és megtekinthető a Vállalatirányítási elem kiválasztásával a Befektetői kapcsolatok legördülő menüben. A bizottságok elnökeit és tagjait a proxy nyilatkozat napjától az alábbi táblázat tartalmazza.

Rendező

Ellenőrzési és pénzügyi bizottság

Kompenzációs bizottság

Vállalatirányítási és jelölési bizottság

Technológiai Bizottság

Shellye L. Archambeau

ü

ü

Stacy Brown-Philpot

ü

ü

Tanya L. Domier

ü

chairicon.gif

Kirsten A. Green

ü

ü

Glenda G. McNeal

ü

ü

Philip G. Satre *

ü

ü

Brad D. Smith

ü

ü

Gordon A. Smith

ü

chairicon.gif

Bradley D. Tilden

chairicon.gif

B. Kevin Turner

ü

chairicon.gif

*

Satre úr nem kér újraválasztást, és a jelenlegi hivatali idejének végén 2019 májusában nyugdíjba vonul.

Ellenőrzési és pénzügyi bizottság

Ezt a bizottságot az Audit Bizottság és a Pénzügyi Bizottság 2018. májusának egyesüléséből alakították ki. Ahogy azt az Alapokmánya részletesebben ismerteti, az Audit- és Pénzügyi Bizottság elsődleges feladata, hogy segítse a Testületet felügyeleti felelősségének teljesítésében:

a Társaság pénzügyi kimutatásainak integritása;

a Társaság számviteli, könyvvizsgálati és pénzügyi beszámolási folyamatai;

az üzleti és pénzügyi kockázat kezelése és a belső ellenőrzési környezet;

a Társaság a vezetés és az Igazgatóság által meghatározott jogi és szabályozási követelményeknek és etikai programoknak való megfelelés, a Vállalatirányítási és Jelölő Bizottság által a vállalatirányítási normákra vonatkozó ajánlásokkal együtt;

the reports resulting from the performance of audits by the independent auditor and the internal audit team;

the qualifications, independence and performance of the Company’s independent auditors; et

the performance of the Company’s internal audit team.

In addition, the Audit and Finance Committee provides financial oversight, including:

assisting the Board in fulfilling its oversight responsibilities with respect to the Company’s capital structure, financial policies, capital investments, business and financial planning and related matters;

reviewing and discussing the Company’s tax strategies and the implications of actual or proposed tax law changes;

reviewing and discussing the Company’s dividend payment and share repurchase strategies, banking relationships, borrowing facilities and cash management; et

monitoring the ratings assigned by rating agencies to the Company’s long-term debt.

The Audit and Finance Committee regularly reviews accounting, auditing and financial reporting processes, enterprise risk management, and compliance with laws and regulations. The Audit and Finance Committee also meets privately and separately with the independent registered public accounting firm, the Chief Financial Officer and the Vice President, Internal Audit.

14 NORDSTROM, INC.2019 Proxy Statement


In addition to meeting the independence requirement for audit committee members, each current member of the Audit and Finance Committee also meets the financial literacy and experience requirements contained in the corporate governance listing standards of the NYSE. The Board has determined that all Audit and Finance Committee members qualify as “audit committee financial experts” under the regulations of the SEC. Although all members of the Audit and Finance Committee meet the current regulatory requirements for accounting or related financial management expertise and the Board has determined that each of them qualifies as an “audit committee financial expert,” members of the Audit and Finance Committee are not professionally engaged in the practice of auditing or accounting and are not technical experts in auditing or accounting.

As more fully described in its Charter, the primary responsibilities of the Compensation Committee are:

approving an overall compensation philosophy for the Company’s Executive Officers in light of the Company’s goals and objectives. The Executive Officers are referenced on pages 27 and 28 and include the Named Executive Officers shown in the Compensation Discussion and Analysis on page 29 and other business unit presidents and Company executives over major organizational functions reporting to the Co-Presidents or other senior executives;

selecting performance measures aligned with the Company’s business strategy;

reviewing and approving the Company’s cash and equity-based compensation plans for executives;

recommending to the Board the form and amount of Director compensation;

reviewing and approving any benefit plans, retirement and deferred compensation or other perquisites offered to the Executive Officers and other eligible employees; et

reviewing the Company’s compensation practices so that they do not encourage imprudent risk taking.

The Committee has the sole authority to retain such consultants and advisors as it may deem appropriate and to approve related fees and other retention terms. The Committee has retained Semler Brossy Consulting Group, LLC (“Semler Brossy”), an independent compensation consulting firm, to advise the Committee on executive compensation and benefit matters. Semler Brossy provides services only as directed by the Committee. During fiscal year 2018, Semler Brossy’s services included review of pay programs, performance goal-setting, alignment of pay and performance and other pay-related matters specific to the Compensation Committee’s Charter. The Compensation Committee has assessed the independence of Semler Brossy pursuant to NYSE rules and determined that Semler Brossy is independent and its work for the Compensation Committee does not raise any conflict of interest.

A consultant from Semler Brossy attends Committee meetings in person or by phone and supports the Committee by providing independent expertise on market practices and trends in executive compensation within the general industry and the peer group defined for such purposes. Additionally, the consultant provides advice regarding the composition of the Company’s peer group and analysis of peer group practices for base salary, performance-based bonus, long-term incentives and other compensation elements, and advice on management’s proposed levels of executive compensation. Semler Brossy also advises the Committee on compensation program design including incentive structure, stock ownership guidelines, regulatory requirements related to executive compensation, plans submitted to shareholders for approval, governance responsibilities, and such other matters as assigned by the Committee from time to time as necessary to carry out its responsibilities under its Charter.

Corporate Governance and Nominating Committee

As more fully described in its Charter, the primary responsibilities of the Corporate Governance and Nominating Committee are:

reviewing and recommending individuals to the Board for nomination as members of the Board and its Committees;

reviewing possible conflicts of interest of Board members and the Company’s Executive Officers;

developing and reviewing the Company’s Corporate Governance Guidelines;

reviewing and considering revisions to the corporate governance standards contained in the Company’s Codes of Business Conduct and Ethics;

reviewing and recommending approval of the policies and practices of the Company in the area of corporate governance;

producing and providing to the Board an annual performance evaluation of the Board, the Directors and each Committee of the Board;

establishing succession procedures in the case of an emergency or the retirement of one or both Co-Presidents; et

reviewing the overall performance of the Co-Presidents on an annual basis.

NORDSTROM, INC.2019 Proxy Statement 15


As more fully described in its Charter, the primary responsibilities of the Technology Committee are:

assisting the Board in its oversight with respect to the Company’s technology strategy;

reviewing and discussing the Company’s technology acquisition and development process to assure ongoing business growth;

reviewing and discussing the Company’s data management and automation processes, and measurement and tracking systems;

reviewing and discussing the Company’s policies and safeguards for information technology and data security; et

making recommendations to the Board with respect to investments in technology.

Board Meetings and Attendance

The Board held 9 meetings during fiscal year 2018, one of which was devoted principally to Company strategy. During the past fiscal year, the Audit Committee held 5 meetings, the Finance Committee held 2 meetings, the combined Audit and Finance Committee held 8 meetings after merging in May 2018, the Compensation Committee held 6 meetings, the Corporate Governance and Nominating Committee held 5 meetings, and the Technology Committee held 4 meetings. Each Director attended at least 75% of the aggregate of all meetings of the Board and the Committees on which he or she served during the year and overall attendance at the meetings, on a combined basis, was 94%. Independent members of the Board met at each regular meeting of the Board in executive session without management present.

Director Compensation

The Company’s pay-for-performance philosophy for Director compensation reflects the Board’s belief that payment of a majority of the Director fees in the form of Nordstrom common stock (“Common Stock”) aligns the interests of Directors with the interests of the Company’s shareholders and enhances Director compensation when the Company performs well. The Board believes that the Director fees paid by the Company should be competitive with other companies of similar characteristics.

Employee Directors of the Company are not paid any fees for serving as members of the Board. Nonemployee Director compensation consists of the following elements:

Annual Compensation Elements for 2018

Amount

($)*

Director Retainer

85,000

Audit and Finance Committee Chair Retainer

20,000

Compensation Committee Chair Retainer

20,000

Corporate Governance and Nominating Committee Chair Retainer

15,000

Technology Committee Chair Retainer

15,000

Special Committee Member Retainer**

20,000

Special Committee Working Member Retainer**

35,000

Special Committee Chair Retainer**

100,000

Director Equity Grant of Common Stock having a grant date value of

140,000

Chairman of the Board Equity Grant of Common Stock having a grant date value of

200,000

*

Directors may elect to take some or all of their cash retainer fees in Common Stock.

**

In addition to the standing board committees identified above, the Board formed a special committee, consisting of: Ms. Archambeau, Ms. Brown-Philpot, Mr. Satre, Mr. Brad Smith, Mr. Gordon Smith, Mr. Tilden, and Mr. Turner, in connection with the announcement in June 2017 by the Nordstrom family that it was exploring the potential of a going-private transaction. This special committee was disbanded in March 2018, following the conclusion of that process.

Under the Director Stock Ownership Guidelines, Directors are currently required to own Common Stock having a value of at least $425,000 by their fifth anniversary of joining the Board. As of March 15, 2019, each nominee for election at the Annual Meeting had either satisfied this obligation or had time remaining to do so.

16 NORDSTROM, INC.2019 Proxy Statement


Director Summary Compensation Table

During the fiscal year ended February 2, 2019, nonemployee Directors of the Company received the following compensation for their services:

Név

Fees Earned

or Paid in Cash

($)(a)(b)

stock

Awards

($)(b)(c)

All Other

Compensation

($)(d)

plein

($)

Shellye L. Archambeau

105,000

139,977

10,395

255,372

Stacy Brown-Philpot

105,000

139,977

4,804

249,781

Tanya L. Domier

105,000

139,977

17,722

262,699

Kirsten A. Green*

Glenda G. McNeal*

Philip G. Satre

185,000

339,929

2,068

526,997

Brad D. Smith

105,000

239,968

3,228

348,196

Gordon A. Smith

120,000

139,977

13,937

273,914

Bradley D. Tilden

125,000

139,977

4,237

269,214

B. Kevin Turner

135,000

139,977

27,186

302,163

*

Kirsten Green and Glenda McNeal were appointed on February 26, 2019, and received no compensation in fiscal year 2018.

(a) Fees Earned or Paid in Cash

The amounts reported reflect the cash fees paid to each nonemployee Director, whether or not such fees were deferred or taken as Common Stock. Ms. Archambeau and Ms. Brown-Philpot received $20,000 in cash for their services as Special Committee Members and elected to take their retainers in Common Stock. Ms. Domier received $20,000 for service as the Compensation Committee Chair. Mr. Satre received $100,000 for his service as Chair of the Special Committee. Mr. Brad Smith received $20,000 for his service as a Special Committee Member. Mr. Gordon Smith received $20,000 in cash for his service as a Special Committee Member and elected to take his retainer and $15,000 for service as Chair of the Corporate Governance and Nominating Committee in Common Stock. Mr. Tilden received $20,000 for service as Chair of the Audit and Finance Committee and $20,000 as a Special Committee Member. Mr. Turner received $35,000 for service as a Special Committee Working Member and elected to receive his retainer and $15,000 as Chair of the Technology Committee in Common Stock.

(b) Deferred Compensation Program

Nonemployee Directors may elect to defer all or a part of their cash retainers and stock awards under the Nordstrom Directors Deferred Compensation Plan (“Directors Plan”). Directors are required to make advance elections to defer the receipt of fees or stock awards, and all deferral elections generally are irrevocable. Directors are also required to make advance elections about the form and timing of distribution of their deferred cash fees or stock awards.

Ban ben 2018, cash deferrals could be directed among 18 deemed investment alternatives and gains and losses for cash deferrals were posted to the Director’s account daily based on their investment elections. In addition, plan participants were offered a fixed rate option of 4.4% dans 2018, which was not subsidized by the Company, but rather was a rate based on guaranteed contractual returns from a third-party insurance company provider. Deferred stock awards are credited to the Director’s account as units. Each unit in the Directors Plan is equal in value to the price of one share of Common Stock. Each deferred unit is credited with dividends, in the form of additional units, to the same extent as a share of Common Stock.

During the fiscal year which ended February 2, 2019, Ms. Archambeau and Ms. Brown-Philpot deferred 100% of their stock awards into the Directors Plan.

(c) Stock Awards

The amounts reported reflect the grant date fair value associated with each Director’s stock awards. Fractional shares are not awarded or paid in cash. In recognition of the significant time and attention in performing the duties required of the position, our Chairman of the Board is annually awarded, on the date of the Company’s Annual Meeting, an additional stock award having a value of $200,000. On November 20, 2018, Brad D. Smith received an additional pro-rated stock award having a value of $99,991, after assuming the position of Chairman of the Board on November 1, 2018.

NORDSTROM, INC.2019 Proxy Statement 17


(d) All Other Compensation

All Directors, their spouses and eligible children may participate in the Company’s employee merchandise discount program. The program provides discounts ranging from 20% for eligible nonmanagement employees up to 33% for eligible management and high-performing nonmanagement employees and Directors. A 40% discount is available at certain times of the year on specified merchandise. These discounts vary somewhat by source and type of merchandise or service. During the fiscal year ended February 2, 2019, all Other Compensation consisted only of merchandise discounts for all Directors.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended February 2, 2019, no member of the Compensation Committee was an employee, officer or former officer of the Company or any of its subsidiaries, and no Executive Officer of the Company served on the board of directors or compensation committee of any entity that has one or more directors, or compensation committee of any entity that has one or more Executive Officers, serving as a member of the Company’s Board or Compensation Committee.

Codes of Business Conduct and Ethics and Other Policies

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and persons performing similar functions. We have also adopted a Directors’ Code of Business Conduct and Ethics that applies to all of our Directors. A grant of a waiver from a provision of the codes requiring disclosure under applicable SEC rules, if any, will be disclosed on our website at investor.nordstrom.com and may be viewed by selecting the Corporate Governance item in the Investor Relations drop-down menu.

We have a policy that prohibits Directors and Executive Officers (as well as other key insiders and their immediate family members) from engaging in hedging or short sale transactions with respect to the Company’s Common Stock. We also have a policy with respect to pledging of Common Stock, which subjects Directors and Executive Officers to a preclearance requirement and restrictions, including that pledged shares may not be counted toward the Company’s stock ownership guidelines. Our Executive Officers, in the aggregate, have less than 0.5% of the Company’s outstanding shares pledged to third parties and are in compliance with our policy.

Corporate Social Responsibility

Our goal is to operate our business with the utmost integrity and serve our customers, employees and shareholders in a way that is deserving of their support and trust. Social responsibility is one way we strive to follow through with this commitment. We actively pursue solutions to reduce our environmental impact, contribute to the communities we serve, and support the rights of workers who create our products. We believe that both transparency and collaboration are key to progress in all of these areas, and we disclose our efforts in an annual Corporate Social Responsibility Report. More information can be found at nordstrom.com under Nordstrom Cares. We also continue to work with and learn from interested parties. The Company does not use corporate funds to make contributions to support or oppose federal, state or local political parties, candidates, campaigns and/or ballot measures. Our statement on Political Activity may be accessed through our website at investor.nordstrom.com and may be viewed by selecting the Corporate Governance item in the Investor Relations drop-down menu.

Website Access to Corporate Governance Documents

The Charters for each of the standing Committees of the Board, the Company’s Corporate Governance Guidelines, the Employee Code of Business Conduct and Ethics, and the Director Code of Business Conduct and Ethics, as well as all Company filings made with the SEC, may be accessed through our website at investor.nordstrom.com, and may be viewed by selecting the Corporate Governance item in the Investor Relations drop-down menu and SEC Filings.

18 NORDSTROM, INC.2019 Proxy Statement


PROPOSAL 1

ELECTION OF DIRECTORS

The Board recommends a vote FOR each nominee.

Eleven nominees, recommended by the Company’s Board, will be elected at the Annual Meeting, each to hold office until the 2020 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. All of the nominees listed in this Proposal 1 are currently Directors of the Company.

Director Qualifications and Experience

The Board, acting through the Corporate Governance and Nominating Committee, seeks a Board that, as a whole, possesses the experience, skills, backgrounds and qualifications appropriate to function effectively in light of the Company’s current and evolving business circumstances. The Committee reviews the size of the Board, the tenure of our Directors and their skills, backgrounds and experiences in determining the slate of nominees and whether to seek one or more new candidates. The Committee seeks directors with established records of significant accomplishments in businesses and areas relevant to our strategies. With respect to the nomination of continuing Directors for re-election, the individual’s prior contributions to the Board are also considered.

All of our Directors bring to our Board a wealth of executive leadership experience derived from their service as senior executives of complex corporations. As a group, they also bring extensive board experience. The process undertaken by the Committee in recommending qualified director candidates is described in the Director Nominating Process below.

Director Nominating Process

The Corporate Governance and Nominating Committee is responsible for identifying and recommending to the Board the nominees to stand for election as directors at each Annual Meeting of Shareholders or, if applicable, at a special meeting of shareholders.

In nominating director candidates, the Committee considers such factors as it deems appropriate, including whether there are any evolving needs of the Board with respect to a particular field, skill or experience. These factors may include judgment, skill, experience with businesses and other organizations, the candidate’s experience and skill set relative to those of other members of the Board and the extent to which the candidate would be a desirable addition to the Board and any Committees of the Board. In addition to these factors, the Committee may also consider a director candidate’s diversity of background during the evaluation and selection process of director candidates. In this context, diversity is broadly construed to mean varied skills, backgrounds and experiences, which include gender and ethnicity, as well as other differentiating characteristics, all in the context of the requirements and needs of the Board at that point in time. The Committee, however, does not have a formal policy regarding how diversity of background should be applied in identifying or evaluating director candidates, and, depending on the current needs of the Board, the Committee may weigh certain factors more or less heavily. The goal of the Committee is to assist the Board in attracting competent individuals with the requisite management, financial and other expertise who will act as directors in the best interests of the Company and its shareholders.

The Committee will consider the qualifications of director candidates recommended by shareholders, and evaluate each of them using the same criteria the Committee uses for incumbent candidates. Shareholders who wish to submit nominees for election as directors should follow the procedures described on page 75.

NORDSTROM, INC.2019 Proxy Statement 19


The following table summarizes key qualifications, skills or attributes most relevant to the decision to nominate an individual to serve on the Board. A mark indicates an area of focus or expertise on which the Board relies. The lack of a mark, however, does not mean the Director does not possess that qualification or skill.

Shellye L. Archambeau

Stacy Brown-Philpot

Tanya L. Domier

Kirsten A. Green

Glenda G. McNeal

Erik B. Nordstrom

Peter E. Nordstrom

Brad D. Smith

Gordon A. Smith

Bradley D. Tilden

B. Kevin Turner

Global/International Commerce

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

Retail Industry

ü

ü

ü

ü

ü

ü

eCommerce/Technology

ü

ü

ü

ü

ü

ü

ü

Finance/Accounting

ü

ü

ü

ü

ü

ü

ü

ü

Senior Executive Management

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

Legal

Customer-Focused Business

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

General Business Management

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

Communications/Marketing

ü

ü

ü

ü

ü

ü

ü

ü

ü

Governance

ü

ü

ü

ü

Public Company Board

ü

ü

ü

ü

ü

ü

Loyalty/Rewards Program

ü

ü

ü

No director candidates were recommended by our shareholders for election at the Annual Meeting.

20 NORDSTROM, INC.2019 Proxy Statement


Information related to the Director nominees is set forth below, including age, and the particular experience, qualifications, attributes or skills that led the Board to conclude that the person should serve as a Director for the Company.

shellyearchambeau.jpg

Shellye L. Archambeau

Director since 2015

Age 56

Former Chief Executive Officer of MetricStream, Inc., a global provider of governance, risk, compliance and quality management solutions to corporations across diverse industries from 2002 to January 2018. Prior to joining MetricStream, Ms. Archambeau was Chief Marketing Officer and Executive Vice President of Sales for Loudcloud, Inc., a provider of Internet infrastructure services, from 2001 to 2002; Chief Marketing Officer of NorthPoint Communications from 2000 to 2001; and President of Blockbuster Inc.’s ecommerce division from 1999 to 2000. Before joining Blockbuster, Ms. Archambeau held domestic and international executive positions during a 15-year career at IBM. Ms. Archambeau has been a director of Verizon, Inc. since December 2013, a director at Roper Technologies, Inc. since April 2018, and a director at Okta since December 2018. She served as a director of Arbitron, Inc. from 2005 to 2013.

Ms. Archambeau brings to the Board, among other skills and qualifications, leadership experience in technology, ecommerce, digital media and communications. Her technology and international experience position her to advise the Board and senior management on global operations and on technology innovations to elevate the customer experience.

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Stacy Brown-Philpot

Director since 2017

Age 43

Chief Executive Officer of TaskRabbit, Inc., a digital home services labor platform company, since April 2016. Previously, Ms. Brown-Philpot served as the company’s Chief Operating Officer from January 2013 to April 2016. From May 2012 to December 2012, Ms. Brown-Philpot was an Entrepreneur-in-Residence at Google Ventures, the venture capital investment arm of Alphabet, Inc. Prior to that, she spent nearly a decade, from 2003 to 2012, in various directorial positions at Google, including two years as the company’s senior director of global consumer operations. Ms. Brown-Philpot also has a background in finance where she served as a senior analyst at Goldman Sachs and senior associate at PricewaterhouseCoopers. She has been a director of HP Inc. since 2015.

Ms. Brown-Philpot brings to the Board innovation, operational and entrepreneurial experience, digital, branding and marketing expertise, as well as financial and accounting skills. She provides unique insights to elevate the consumer experience in a global digital economy. Her service on the board of HP Inc. provides her with experience in corporate governance matters and key skills in working with directors, understanding board processes and functions, assessing risk and overseeing management.

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Tanya L. Domier

Director since 2015

Age 53

Chief Executive Officer of Advantage Solutions, a global business solutions services firm, since 2013 and has served on Advantage Solutions’ board of directors since 2008. Ms. Domier was President and Chief Operating Officer from 2010 to 2012 and President of Marketing Services Division and Integrated Marketing Services from 2000 to 2010. Before joining Advantage Solutions (formerly known as Advantage Sales & Marketing) in 1990, Ms. Domier held management positions with the J.M. Smucker Company. She has been a director of Yum! Brands, Inc. since January 2018.

Ms. Domier brings to the Board extensive experience in global sales and marketing focused on the customer, successful strategic planning expertise and senior leadership skills. Further, Ms. Domier possesses financial and accounting skills, and knowledge of and experience with executive compensation programs.

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Kirsten A. Green

Director since 2019

Age 47

Founder and Managing Partner of Forerunner Ventures, a venture capital firm, since 2010. Prior to founding Forerunner, Ms. Green was an equity research analyst and investor at Banc of America Securities, formerly Montgomery Securities. Ms. Green began her career at Deloitte & Touche LLP where she earned her CPA license. Ms. Green has served as a member of the board of directors of numerous private companies since 2013.

Ms. Green brings to the Board extensive experience in consumer and commerce focused businesses and provides unique insights with respect to the challenges and opportunities of today’s rapidly evolving digital commerce landscape. Ms. Green has deep domain expertise and an understanding of consumer behaviors, brand building and products.

NORDSTROM, INC.2019 Proxy Statement 21


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Glenda G. McNeal

Director since 2019

Age 58

President Enterprise Strategic Partnerships of American Express. since 2017. Prior to that role, from 2011 to March 2017, Ms. McNeal served as Executive Vice President and General Manager of the Global Client Group of American Express. Ms. McNeal has held positions of increasing responsibility at American Express since 1989 when she first joined the company. Before joining American Express, Ms. McNeal worked with the accounting firm of Arthur Andersen, LLP and with the investment banking firm of Salomon Brothers, Inc. Ms. McNeal has been a director of RLJ Lodging Trust since 2011. Ms. McNeal served on the board of directors of United States Steel Corporation from 2007 to 2018.

Ms. McNeal brings to the Board extensive experience in business development, innovation, and customer relationship management, as well as financial, accounting and senior leadership skills. Ms. McNeal provides unique insights on strategic planning, risk oversight and operational matters. Ms. McNeal’s service on public company boards provides her with experience with corporate governance matters and key skills in working with directors, understanding board processes and functions, and assessing risk and overseeing management.

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Erik B. Nordstrom

Director since 2006*

Age 55

Co-President of Nordstrom, Inc. since May 2015. Mr. Nordstrom served as Executive Vice President and President, Nordstrom.com from May 2014 to May 2015. From February 2006 to May 2014, Mr. Nordstrom was Executive Vice President and President, Stores for the Company. From August 2000 to February 2006, he served as Executive Vice President, Full-Line Stores. Mr. Nordstrom previously served as Executive Vice President and Northwest General Manager from February 2000 to August 2000, and as Co-President of the Company from 1995 to February 2000. He has held various other management and sales positions of increasing responsibility since joining the Company in 1979.

Mr. Nordstrom’s positions of increasing responsibility with the Company over more than 35 years, including executive and operational roles, give him a customer-centric perspective in retailing and supporting the business of the Company.

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Peter E. Nordstrom

Director since 2006*

Age 57

Co-President of Nordstrom, Inc. since May 2015. Mr. Nordstrom served as Executive Vice President and President, Merchandising for the Company from February 2006 to May 2015. From September 2000 to February 2006, he served as Executive Vice President and President, Full-Line Stores. Mr. Nordstrom previously served as Executive Vice President and Director of Full-Line Store Merchandise Strategy from February 2000 to September 2000, and as Co-President of the Company from 1995 to February 2000. He has held various other management and sales positions of increasing responsibility since joining the Company in 1978.

Mr. Nordstrom’s positions of increasing responsibility with the Company over more than 35 years, including executive and operational roles, give him a customer-centric perspective in retailing and supporting the business of the Company.

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Brad D. Smith

Director since 2013

Age 55

Executive Chairman and former Chief Executive Officer of Intuit, Inc., a global provider of business and financial management solutions since 2016 and President and Chief Executive Officer from 2008 to 2019. Mr. Smith has served on Intuit’s board of directors since 2008. Mr. Smith joined Intuit in 2003 and served as Senior Vice President and General Manager, Small Business division from 2006 to 2007, Senior Vice President and General Manager, QuickBooks from 2005 to 2006, Senior Vice President and General Manager, Consumer Tax Group from 2004 to 2005 and as Vice President and General Manager of Intuit’s Accountant Central and Developer Network from 2003 to 2004. Before joining Intuit, Mr. Smith was Senior Vice President of Marketing and Business Development of ADP, where he held several executive positions from 1996 to 2003. Mr. Smith has served on the board of directors of SurveyMonkey since 2017, and served on the board of directors of Yahoo! Inc. from 2010 until 2013.

Mr. Smith brings to the Board digital expertise, brand marketing, innovation and entrepreneurial experience, as well as financial and accounting skills, from his position at Intuit. He provides unique insights related to technology innovation and marketing of products and services to broad audiences throughout the world. Mr. Smith’s service on the boards of Yahoo!, SurveyMonkey, and Intuit provide him with experience in corporate governance matters and key skills in working with directors, understanding board processes and functions, assessing risk and overseeing management.

*

Erik Nordstrom and Peter Nordstrom are brothers, great grandsons of the Company’s founder and the second cousins of James F. Nordstrom, Jr., President, Stores for the Company.

22 NORDSTROM, INC.2019 Proxy Statement


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Gordon A. Smith

Director since 2015

Age 60

Co-President and Chief Operating Officer of JP Morgan Chase & Co., a global financial services firm since January 2018. Mr. Smith was Chief Executive Officer, Consumer and Community Banking, JP Morgan Chase & Co. from 2007 to January 2018. He previously was President, Global Commercial Card Group for American Express Travel Related Services, Inc., from 2005 to 2007, President of Consumer Card Services Group for American Express Travel Related Services, Inc., from September 2001 to 2005 and Executive Vice President of U.S. Service Delivery from March 2000 to September 2001. Mr. Smith joined American Express in 1978 and held positions of increasing responsibility within the company. Mr. Smith served on the board of directors of Choice Hotels International from 2004 until 2017.

Mr. Smith brings to the Board his extensive experience in customer-focused businesses in a highly competitive industry. He provides unique insights with respect to customer rewards programs in the consumer services industry. Further, Mr. Smith’s service on a public company board provides him with experience with corporate governance matters and key skills in working with directors, understanding board processes and functions, assessing risk and overseeing management.

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Bradley D. Tilden

Director since 2016

Age 58

Chairman and Chief Executive Officer of Alaska Air Group, Inc., an airline holding company, since January 2014. In May 2012, Mr. Tilden was named President and Chief Executive Officer of Alaska Air Group. He served as Executive Vice President of Finance and Planning from 2002 to 2008 and as Chief Financial Officer from 2000 to 2008 for Alaska Air Group, and prior to 2000, was Vice President of Finance at Alaska Air Group. Before joining Alaska Airlines, Mr. Tilden worked for the accounting firm PricewaterhouseCoopers. He serves on the board of Alaska Air Group.

Mr. Tilden brings to the Board executive, operational, strategic planning and financial experience, as well as insights with respect to customer rewards programs in the consumer services industry. Mr. Tilden’s service on a public company board provides him with experience with corporate governance matters and key skills in working with directors, understanding board processes and functions, assessing risk and overseeing management.

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B. Kevin Turner

Director since 2010

Age 54

President and Chief Executive Officer of Core Scientific, a company focused on Blockchain and Artificial Intelligence infrastructure. Mr. Turner was previously Chief Executive Officer of Citadel Securities, a global market maker, and Vice Chairman of Citadel LLC, a global financial institution, from August 2016 to January 2017. He served as Chief Operating Officer of Microsoft Corporation from 2005 to 2016, and as Chief Executive Officer and President of Sam’s Club, a Wal-Mart subsidiary corporation from 2002 to 2005. Between 1985 and 2002, Mr. Turner held a number of positions of increasing responsibility with Wal-Mart Stores, Inc., including Executive Vice President and Global Chief Information Officer from 2001 to 2002.

Mr. Turner’s experience at Core Scientific, Microsoft and Walmart have provided him extensive experience in highly competitive and customer centric businesses.  He provides insight and expertise in strategy, digital, global operations, supply chain, merchandising, branding, marketing and technology.  Further, Mr. Turner’s deep experience in both technology and retail uniquely positions him to advise the Board and senior management on the intersection of digital technology and retail.

NORDSTROM, INC.2019 Proxy Statement 23


AUDIT AND FINANCE COMMITTEE REPORT

The following Report of the Company’s Audit and Finance Committee of the Board (the “Audit and Finance Committee”) does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Report by reference.

The Audit and Finance Committee operates under a written Charter adopted by the Board. The Charter contains a detailed description of the scope of the Audit and Finance Committee’s responsibilities and how they will be carried out. The Audit and Finance Committee’s Charter is available on our website at investor.nordstrom.com, and may be viewed by selecting the Corporate Governance item in the Investor Relations drop-down menu.

The Board determined that each member of the Audit and Finance Committee is independent from the Company as such term is defined in Sections 303.01(B)(2)(a) and (3) of the NYSE’s listing standards at all times during the fiscal year and that each member was an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K under the Securities Exchange Act of 1934.

The Audit and Finance Committee serves in an oversight capacity and is not part of the Company’s managerial or operational decision-making process. As part of its responsibilities for oversight of the Company’s Enterprise Risk Management process, the Audit and Finance Committee reviews and discusses Company policies and processes with respect to risk assessment and risk management, including discussions of individual risk areas. Management is responsible for the Company’s internal controls and the financial reporting process. Deloitte, the Company’s independent registered public accounting firm, reports to the Company’s Audit and Finance Committee, and is responsible for performing an integrated audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with auditing standards generally accepted in the United States of America.

Deloitte and the Company’s internal auditors have full access to the Audit and Finance Committee. The auditors meet with the Audit and Finance Committee at each of the Audit and Finance Committee’s regularly scheduled meetings, with and without management being present, to discuss appropriate matters. The Audit and Finance Committee has the sole authority to engage, evaluate and terminate the Company’s independent auditors. The Audit and Finance Committee also pre-approves all auditing services, internal control-related services and permitted nonaudit services to be performed by the Company’s independent auditors, and periodically reviews whether to request proposals for the engagement of the independent audit firm.

The Audit and Finance Committee recommended to the Board that the audited consolidated financial statements for the fiscal year ended February 2, 2019 be included in the Company’s Annual Report on Form 10-K for such fiscal year, based on the following actions by the Committee:

review of the Company’s audited consolidated financial statements with management;

review of the unaudited interim financial statements and Forms 10-Q prepared each quarter by the Company;

review of the Company’s Disclosure Committee practices and the certifications prepared each quarter in accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002;

review with management regarding the critical accounting estimates on which the financial statements are based, as well as its evaluation of alternative accounting treatments;

receipt of management representations that the Company’s financial statements were prepared in accordance with accounting principles generally accepted in the United States of America;

review with management, the internal auditors and Deloitte regarding management’s assessment of the effectiveness of the Company’s internal control over financial reporting and Deloitte’s evaluation of the Company’s internal control over financial reporting;

review with legal counsel and management regarding contingent liabilities;

receipt of the written disclosures and letter from Deloitte required by the Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communication with Audit and Finance Committees Concerning Independence; et

review with Deloitte regarding their independence, the audited consolidated financial statements, the matters required to be discussed by Auditing Standard No. 16 Communications with Audit and Finance Committees, as amended, and other matters, including Rule 2-07 of SEC Regulation S-X.

Audit and Finance Committee

Bradley D. Tilden, Chair

Stacy Brown-Philpot

Tanya L. Domier

Kirsten A. Green

Philip G. Satre

24 NORDSTROM, INC.2019 Proxy Statement


PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board recommends a vote FOR this proposal.

The Audit and Finance Committee, consistent with NYSE and SEC rules, has appointed Deloitte to be the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2020. Deloitte and its predecessors have served as the Company’s independent registered public accounting firm for over 45 years, including the fiscal year ended February 2, 2019.

As a matter of good corporate practice to provide shareholders an avenue to express their views on this matter, the Board has determined to seek shareholder ratification of Deloitte’s appointment at this time. If the shareholders do not ratify the appointment of Deloitte, the Board will reconsider the appointment. A representative of Deloitte will be present at the Annual Meeting to respond to questions and to make a statement if he or she so desires.

The following table summarizes fees billed or expected to be billed to the Company by Deloitte in connection with services for the fiscal years ended February 2, 2019 et February 3, 2018:

Fiscal Year Ended
February 2, 2019

Fiscal Year Ended
February 3, 2018

Type of Fee

($)

(%)

($)

(%)

Audit Fees(a)

3,657,000

83

2,924,000

55

Audit-Related Fees(B)

581,000

13

683,000

13

Other Fees(c)

152,000

4

1,680,000

32

TOTAL

4,390,000

100

5,287,000

100

(a) Audit Fees

Audit Fees primarily relate to fees for services for: (i) auditing the consolidated financial statements of the Company; (ii) reviewing the interim financial information of the Company included in its Form 10-Qs; and (iii) auditing the Company’s internal control over financial reporting. Substantially all of Deloitte’s work on these audits was performed by full-time, regular employees and partners of Deloitte and its affiliates.

(b) Audit-Related Fees

Audit-Related Fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and internal control over financial reporting.

This amount does not reflect reimbursement of $274,000 for fiscal year ended February 2, 2019 and $254,000 for fiscal year ended February 3, 2018. This amount includes accounting research tool subscription fees of $6,000 for fiscal year ended February 2, 2019 and $6,000 for fiscal year ended February 3, 2018.

(c) Other Fees

Other Fees for fiscal years ended February 2, 2019 et February 3, 2018 primarily related to fees for advice and recommendations on supply chain strategy.

Consistent with SEC policies regarding auditor independence, the services performed by Deloitte for the fiscal years ended February 2, 2019 et February 3, 2018 were pre-approved in accordance with the policies and procedures adopted by the Audit and Finance Committee. The pre-approval policy is periodically reviewed and updated. It describes the permitted audit, audit-related, tax and other services that Deloitte may perform. Normally, pre-approval is provided at regularly scheduled Audit and Finance Committee meetings. However, the authority to grant specific pre-approval between meetings, as necessary, has been assigned to the Chair of the Audit and Finance Committee.

NORDSTROM, INC.2019 Proxy Statement 25


The Chair is responsible for updating the Audit and Finance Committee at the next regularly scheduled meeting of any services that were pre-approved between meetings.

The Audit and Finance Committee approves proposed services, which incorporates appropriate oversight and control of the Deloitte relationship, while permitting the Company to receive immediate assistance from Deloitte when time is of the essence.

The Committee also reviews on a regular basis:

a listing of approved services since its last review;

a report summarizing the year-to-date services provided by Deloitte, including fees paid for those services; et

a projection for the current fiscal year of estimated fees.

The policy prohibits the Company from engaging the independent registered public accountants for services billed on a contingent fee basis and from hiring current or former employees of the independent auditor who have not satisfied the statutory cooling-off period for certain positions.

26 NORDSTROM, INC.2019 Proxy Statement


EXECUTIVE OFFICERS

The Executive Officers of the Company are appointed annually by the Board following each year’s annual meeting and serve at the discretion of the Board. In addition to Erik Nordstrom and Peter Nordstrom, whose biographical information is provided under Election of Directors on page 22, the following are the other Executive Officers of the Company on the date of filing of this Proxy Statement.

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Anne L. Bramman

Employee since 2017

Age 51

Chief Financial Officer since June 2017, when she joined the Company. From March 2015 to March 2017, Ms. Bramman served as Senior Vice President and Chief Financial Officer of Avery Dennison Corporation. She previously served as Chief Financial Officer of Carnival Cruise Line from December 2010 to March 2015. She was employed by L Brands in various finance leadership positions from July 2004 to December 2010, including Senior Vice President, Chief Financial Officer of Henri Bendel from 2008 to 2010.

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Christine F. Deputy

Employee since 2015

Age 53

Chief Human Resources Officer since June 2015, when she joined the Company. Ms. Deputy previously served as Group Human Resources Director at Aviva plc from March 2013 to June 2015. From February 2012 to March 2013, she was Human Resources Director — Global Retail Banking for Barclays Bank. From July 2009 to February 2012, she was Chief Human Resource Officer at Dunkin’ Brands. She was employed at Starbucks Corporation from March 1998 to June 2009, serving as Vice President, Human Resources Asia Pacific from November 2007 to June 2009, Vice President, Global Staffing from September 2005 to January 2008, as well as other executive positions from 1998 to 2005.

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Kelley K. Hall

Employee since 2017

Age 46

Chief Accounting Officer and Treasurer since August 2017, when Ms. Hall joined the Company. From October 2008 to August 2017, she held various senior finance leadership positions at NIKE, Inc. most recently as Vice President and Chief Financial Officer for NIKE, Inc.’s Enterprise Operations. Prior to NIKE, she spent 14 years with Starbucks Corporation in a variety of finance leadership roles, including several roles as vice president supporting U.S. retail and corporate finance.

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Scott A. Meden

Employee since 1985

Age 56

Chief Marketing Officer since August 2016. From February 2010 to August 2016, Mr. Meden served as Executive Vice President and General Merchandise Manager, Shoe Division. He previously served as Executive Vice President and President, Nordstrom Rack from February 2006 to February 2010, as Divisional Merchandise Manager from September 2002 to January 2006, as Director of Business Planning and Analysis from 2001 to September 2002, and as Financial Manager, Shoes from 1999 to 2001.

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Edmond Mesrobian

Employee since 2018

Age 58

Chief Technology Officer since August 2018, when he joined the Company. Previously he was Chief Technology Officer for multi-national grocery retailer Tesco PLC from 2015 to July 2018. From 2011 to 2014, he served as Chief Technology Officer for global travel company Expedia Group, Inc., which includes online travel brands Expedia.com, Hotels.com and Hotwire.com. Prior to joining Expedia, he held the role of Chief Technology Officer at RealNetworks, Inc. from 2003 to 2010, where he led development across multiple digital media services and software.

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James F. Nordstrom, Jr.

Employee since 1986

Age 46

President, Stores since May 2014. From 2005 to 2014, Mr. Nordstrom served as Executive Vice President and President, Nordstrom.com. He previously served as Corporate Merchandise Manager, Children’s Shoes, from May 2002 to February 2005, and as a project manager for the design and implementation of the Company’s inventory management system from 1999 to May 2002. Mr. Nordstrom is a great-grandson of the Company’s founder.

NORDSTROM, INC.2019 Proxy Statement 27


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Robert B. Sari

Employee since 2009

Age 63

General Counsel and Corporate Secretary since April 2009, when he joined the Company. Mr. Sari previously served as Executive Vice President, General Counsel, and Secretary of Rite Aid Corporation since October 2005. Mr. Sari also served as Rite Aid’s Senior Vice President, General Counsel and Secretary from 2002 to 2005 and as a Senior Vice President, Deputy General Counsel and Secretary from 2000 to 2002. He served in other roles for Rite Aid beginning in 1997.

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Geevy S.K. Thomas

Employee since 1983

Age 54

President, Nordstrom Rack since January 2018. Mr. Thomas previously served as Chief Innovation Officer since January 2017. From 2010 to 2017, he served as Executive Vice President and President, Nordstrom Rack. He previously served as Executive Vice President and South Regional Manager from November 2001 to February 2010, as Executive Vice President and General Merchandise Manager, Full-Line Stores from February 2001 to November 2001, and as Executive Vice President, Full-Line Stores and Director of Merchandising Strategy from February 2000 to February 2001. Prior to February 2000, he held various merchandise strategy, store and regional management positions with the Company.

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Kenneth J. Worzel

Employee since 2010

Age 54

Chief Digital Officer since May 2018 and President of Nordstrom.com since 2016. From 2010 to 2016, Mr. Worzel served as Executive Vice President, Strategy and Development. Prior to joining the Company, he was a partner with McKinsey & Company, a global management consulting firm, from 2009 to 2010. While at McKinsey, he provided the Company and other clients with management strategy and organizational services. Prior to joining McKinsey, he was a managing partner at Marakon Associates, an international strategy consulting firm, from 1992 to 2008. As a partner at Marakon Associates, he provided consulting services to the Company from 1997 to 2008.

28 NORDSTROM, INC.2019 Proxy Statement


COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

This section describes our executive compensation program and the compensation decisions made for our fiscal year 2018 Named Executive Officers. Our Named Executive Officers include Blake Nordstrom, our former Co-President, who passed away unexpectedly on January 2, 2019.

Erik B. Nordstrom

Co-President

Anne L. Bramman

Chief Financial Officer

Peter E. Nordstrom

Co-President

Kenneth J. Worzel

Chief Digital Officer and President, Nordstrom.com

Christine F. Deputy

Chief Human Resources Officer

Blake W. Nordstrom

Former Co-President

For purposes of our filings with the SEC, including this annual Proxy Statement, Erik Nordstrom is considered our Principal Executive Officer and Anne Bramman is considered our Principal Financial Officer.

Increased Customer Engagement Driving Continued Growth

In fiscal year 2018, net earnings were $564 million, or $3.32 per diluted share, which included a $0.05 favorable income tax benefit related to prior periods and an estimated non-recurring credit-related charge of $0.28 (see page 42 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019). We achieved net sales of $15.5 billion. This compares to $15.1 billion in 2017, which included $220 million for the 53rd week associated with the 4-5-4 retail calendar. We maintained a strong financial position, generating annual operating cash flow of more than $1 billion for the 10th consecutive year and returning nearly $1 billion to shareholders through dividends and share repurchases during the year.

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Achieved $15.5B in sales, reflecting scaling of our generational investments.

Grew comparable sales 1.7%, reflecting Full-Price increase of 0.9% and Off-Price increase of 3.5%.

Generated earnings of $564M, reflecting lower income tax expense associated with corporate tax reform.

NORDSTROM, INC.2019 Proxy Statement 29


Our business model is a key point of difference in serving customers in multiple ways — through stores, online, Full-Price and Off-Price — with meaningful synergies across Nordstrom. We are focused on leveraging our digital and physical assets to provide customers with a best-in-class experience. In 2018, we achieved the following milestones in executing our customer strategy through our three strategic pillars: providing a compelling product offering, delivering outstanding services and experiences, and leveraging the strength of the Nordstrom brand:

We continued to see positive customer trends. In 2018, over 35 million customers shopped with us, an increase of 6% from last year. One-third of our customers shopped across our multiple channels, which generally leads to higher customer spend.

Digital sales increased 16% and made up 30% of net sales. Additionally, Nordstrom.com achieved scale, with the profitability of Full-Price digital sales at parity with store sales. We believe our early investments to build a robust digital business have given us a competitive advantage.

Our generational investments continued to scale, contributing approximately $2 billion in sales and an improvement in profitability. Nordstromrack.com/HauteLook became our fastest business to reach $1 billion in sales. Trunk Club delivered sales growth of 35%. We opened our Men’s Store in New York City and furthered our expansion into Canada with the introduction of six Nordstrom Rack stores.

We launched our local market strategy in Los Angeles, which drove outsized market share gains in this market by increasing product selection, delivery speed and convenience for customers.

As we aspire to be the best fashion retailer in a digital world, we believe we are well positioned to deliver a differentiated customer experience and drive increased shareholder value.

Shareholders Support our Compensation Program

Our shareholders approved our Board’s recommendation to hold executive compensation advisory votes on an annual basis so that they may frequently and openly express their views about the compensation of our Named Executive Officers. Each year since 2011, more than 90% of the votes cast have been supportive of our compensation programs. Based on the majority of shareholders voting in favor of our executive compensation program last year, we continued to implement similar compensation policies and programs in fiscal year 2018, with the exception of a change in the mix of the form of equity-based incentive awards for fiscal year 2018, only, as discussed on page 37, and continued to apply the following pay and benefits philosophy.

Our Pay and Benefits Philosophy:

We believe that if our customers win, our employees and shareholders win – our interests are aligned.

quoi fizet a teljesítményért by investing in talent that delivers results and demonstrates the behaviors that drive our success, while not encouraging excessive risk taking.

We deliver competitive pay and benefits for all jobs and differentiate pay for critical jobs that directly impact our ability to deliver on our strategy.

We use objective market data to design flexible pay and benefits programs to help attract, retain, motivate and reward our employees and meet the needs of specific talent groups.

We provide equal pay and promotion opportunities for all employees and give them the information they need to clearly understand their pay and effectively manage their careers.

We Emphasize Variable Pay and Balance Short- and Long-Term Incentives as Well as Incentive Values

In accordance with our pay-for-performance philosophy, the compensation program for our Named Executive Officers is straightforward in design and includes four primary elements: base salary, performance-based bonus, long-term incentives (“LTI”) and benefits. Within these elements, we emphasize variable pay over fixed pay, with at least 70% of each Named Executive Officer’s target compensation linked to our financial or market results. The program also balances the importance of these executives achieving both critical short-term objectives and strategic long-term priorities. The following graphics represent target compensation for the Co-Presidents and the other Named Executive Officers.

30 NORDSTROM, INC.2019 Proxy Statement


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Our Variable Pay Reflects Company Performance

Our pay-for-performance design includes rigorous performance goals and high performance standards. Further, with a substantial portion of pay in the form of Nordstrom stock, pay outcomes align with our shareholders’ experience. This is evidenced by our Named Executive Officers’ recent incentive compensation payouts and grant realizable values as of our 2018 fiscal year end, as shown below.

INCENTIVE COMPENSATION PAYOUTS

2014

2015

2016

2017

2018

Incentive Earnings Before Interest and Income Tax Expense (“Incentive EBIT”)

$1,391

M

$1,246

M

$1,076

M

$952

M

$909

M

Incentive Adjusted Return on Invested Capital
(“Incentive Adjusted ROIC”)

13.6

%

11.0

%

12.4

%

10.0

%

12.8

%

Annual bonus
(payout as a % of Target*)

83

%

0

%

80

%

96

%

89

%

3-year TSR percentile ranking within comparator group

63%ile

53%ile

16%ile

10%ile

24%ile

Performance Share Unit (“PSU”) vesting
(payout as a % of Target)

75

%

75

%

0

%

0

%

0

%

PSU comparator group

Retail

Retail

S&P 500

S&P 500

S&P 500

*

Actual bonus payout for fiscal year 2017 as a % of Target for the Co-Presidents was 94%. Actual bonus payout for fiscal year 2018 as a % of Target for the Co-Presidents was 63%. See pages 35 and 36 for more information.

Incentive EBIT and Incentive Adjusted ROIC are not measures of financial performance under Generally Accepted Accounting Principles (“GAAP”) and should be considered in addition to, and not a substitute for, return on assets, net earnings, total assets or other financial measures prepared in accordance with GAAP. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures. PSU vesting as shown in the table above corresponds to the performance periods ending in fiscal years 2014 through 2018. Three-year Total Shareholder Return (“TSR”) percentile ranking is based on our TSR performance over three-year rolling periods between fiscal years 2012 and 2018 versus the comparator group. Beginning with the 2014 – 2016 performance period, we changed our comparator group from our retail peer group to the Standard and Poor’s 500. See page 37 to learn more about long-term incentive pay.

GRANT REALIZABLE VALUES

2014

2015

2016

2017

2018

PSUs (realizable value as a % of grant value)

0

%

0

%

0

%

51

%

N / A

RSUs (realizable value as a % of grant value)

94

%

75

%

111

%

111

%

94

%

Stock options (realizable value as a % of grant value)

38

%

0

%

6

%

6

%

N / A

Realizable values shown above are based on the actual value at time of vest, current unvested values using our 2018 fiscal year end stock price Ils le font, jusqu'à $45.33 et current performance for the outstanding PSUs granted in 2017 (which were tracking at 50% payout as of the end of the fiscal year), shown as a percent of grant value. PSUs, restricted stock units (“RSUs”) and stock options are shown in the column matching the year of grant.

The Compensation Committee reviews these results and other analyses with the goal of ensuring that the Named Executive Officers’ aggregate compensation aligns with shareholder interests. Based on these and other outcomes, the Compensation Committee believes that total direct compensation for our Named Executive Officers reflects our pay-for-performance objective and is well aligned with shareholder interests.

NORDSTROM, INC.2019 Proxy Statement 31


Effective Corporate Governance Reinforces Our Compensation Program

Our compensation philosophy for our executive team, including our Named Executive Officers, is reflected in governance practices that support the needs of our business, drive performance and align with our shareholders’ long-term interests. Below is a summary of what we do and don’t do in that regard.

WHAT WE DO

WHAT WE DON’T DO

þ

Pay for performance: Our compensation program for Named Executive Officers emphasizes variable pay over fixed pay, with at least 70% of each Named Executive Officer’s target compensation linked to our financial or market results.

Ø

Provide employment agreements.

þ

Retain meaningful stock ownership guidelines: Our expectations for ownership align executives’ interests with those of our shareholders, and all Named Executive Officers have exceeded their targets.

Ø

Offer separation benefits to Named Executive Officers who are Nordstrom family members.

þ

Mitigate undue risk: We have caps on potential performance-based bonus payments, a clawback policy on performance-based compensation, and active and engaged oversight and risk management systems, including those related to compensation-related risk.

Ø

Offer special perquisites to our Named Executive Officers.

Ø

Maintain separate change in control agreements.

þ

Engage an independent compensation consulting firm: The Compensation Committee’s consultant does not provide any other services to the Company.

Ø

Gross up taxes, except in the case of selected relocation expenses.

þ

Apply conservative post-employment and change in control provisions: Executive Officers are subject to provisions in the same manner as those for our broader employee population.

Ø

Reprice underwater stock options.

þ

Limit accelerated vesting: Our equity plan provides for accelerated vesting of equity awards after a change in control only if an executive is involuntarily terminated by the Company or resigns for good reason, a provision referred to as a “double trigger.”

Ø

Issue grants below 100% fair market value.

Ø

Pay dividends on any unearned or unvested equity awards.

þ

Restrict pledging activity: All Executive Officers are subject to pre-clearance requirements and restrictions.

Ø

Permit hedging or short-sale transactions.

þ

Receive strong shareholder support: Each year since 2011, more than 90% of the votes cast on the matter have been in favor of our compensation programs.

Ø

Count pledged shares towards stock ownership targets.

Context for Understanding Our Compensation Program and Decisions

This section provides background on the roles involved in determining compensation for our Named Executive Officers, our use of market data and the companies selected for our peer group.

Our Roles in Determining Compensation are Well Defined

Compensation Committee

Our Compensation Committee (“Committee”) oversees the development and delivery of our pay and benefits philosophy and compensation plans for the Named Executive Officers and other executives as described in the Committee Charter on our website at investor.nordstrom.com.

As part of that oversight, the Committee ensures the Named Executive Officers’ aggregate compensation aligns with shareholder interests by reviewing analyses that include:

Cash alignment to evaluate the short-term incentive payouts relative to our financial performance.

Relative pay and performance to compare the percentile rankings of our total direct compensation (base salary + performance-based bonus + long-term incentives) with financial performance metrics of our peer group.

32 NORDSTROM, INC.2019 Proxy Statement


Compensation Committee Consultant

The Committee’s independent executive compensation consulting firm, Semler Brossy Consulting Group, LLC (“Semler Brossy”), is retained by, and reports directly to, the Committee. A consultant from that firm attends the Committee meetings in person or by phone, and in support of the Committee’s role, provides independent expertise on market practices, compensation program design and related subjects as described on page 15. Semler Brossy provides services only as directed by the Committee. During fiscal year 2018, Semler Brossy’s services included review of pay programs, performance goal-setting, alignment of pay and performance and other pay-related matters specific to the Committee’s Charter.

vezetés

Our Co-Presidents provide input to the Committee on the level and design of compensation elements for the Named Executive Officers and other Executive Officers, excluding themselves. Our Chief Human Resources Officer joins the Co-President(s) in Committee meetings to provide perspective and expertise relevant to the agenda. Management supports the Committee’s activity by providing analyses and recommendations developed internally or occasionally with the assistance of external consulting firms other than the Committee’s consulting firm.

Market Data Provides a Reference Point for Compensation

The Committee believes that knowledge of market practices, particularly those of our peers listed below, is helpful in assessing the design and targeted level of our executive compensation package. In reviewing peer group information, the Committee uses survey data provided by external consultants, monitors general market movement for executive pay and references proxy statements for specific roles.

When the Committee reviews market data, they consider the 50e percentile (median) of our peer group as a reference point, rather than a policy, for positioning target total direct compensation. Target opportunities for individual pay elements vary by executive role based on scope of responsibilities and expected contributions.

Erik Nordstrom, Peter Nordstrom and Blake Nordstrom’s target total direct compensation for 2018 was below our peer group median, as it has been in previous years. Based on the Committee’s review of relevant market data and internal pay equity, the Committee believes the target total direct compensation for Anne Bramman, Kenneth Worzel, and Christine Deputy was within a competitive range of the peer group median. Actual pay for the Named Executive Officers can exceed our established targets or peer group actual pay through the variable compensation elements when pre-determined performance milestones are achieved. Due to challenging business circumstances, actual or realizable pay for the past few years has been below target, as shown on page 31.

Peer Group Companies Represent Our Business

Each year, the Committee reviews the appropriateness of our peer group for comparison on pay and related practices. While the companies represent prominent brands and specialty retailers that are relevant to Nordstrom, they may not always have a direct match to our product offerings or annual revenue. However, the peer group companies generally meet the following selection criteria:

collective representation of our primary business areas including our Full-Price, Off-Price, in store, and online business and private label products;

some overlap with our industry group as defined by institutional shareholders and shareholder service organizations;

general compatibility with our compensation strategy through a competitive offering of the primary pay elements of base salary, performance-based bonus and long-term incentives; et

public company subject to similar market pressures with a track record of sustainability.

Our peer group used for evaluating compensation for fiscal year 2018 was comprised of the following retail companies:

Bed Bath & Beyond, Inc.

J. C. Penney Company, Inc.

Tapestry, Inc.

Capri Holdings Limited*

Kohl’s Corporation

Tiffany & Co.

Dillard’s, Inc.

L Brands, Inc.

The TJX Companies, Inc.

Estée Lauder Companies Inc.

Macy’s, Inc.

Urban Outfitters, Inc.

Foot Locker, Inc.

Neiman Marcus Group LTD LLC

VF Corporation

Gap, Inc.

Ralph Lauren Corporation

Williams-Sonoma, Inc.

Hudson’s Bay Company

Ross Stores, Inc.

* Formerly known as Michael Kors Holding Limited.

During 2018, as part of its annual review of peer companies to be used for compensation comparison purposes, the Committee determined that no changes to the peer group would be made for fiscal year 2019.

NORDSTROM, INC.2019 Proxy Statement 33


Each Element of Compensation Has its Own Purpose

Our compensation program for Named Executive Officers is made up of four primary elements outlined below. Each element has its own purpose based on our fundamental premise of pay for performance and our pay and benefits philosophy, described on page 30. Additional information is provided below in the “About Our Compensation Elements: What We Paid in 2018 and Why” section.

Compensation Element

Purpose

Base Salary

(See below)

Reflect scope of the role and individual performance through base-line cash compensation.

Performance-Based Annual

Cash Bonus

(Pages 35 and 36)

Motivate and reward contributions to annual operating performance and long-term business strategy with cash that varies based on results.

Long-Term Incentives

(Page 37)

Promote alignment of executive decisions with Company goals and shareholder interests through restricted stock units where value varies with Company stock performance.

Előnyök

(Page 38)

Provide meaningful and competitive broad-based, leadership and retirement benefits that support healthy lifestyles and contribute to financial security.

Pay Changes for 2018

On an annual basis, the Committee reviews base salary, performance-based bonus target opportunity and long-term incentive target grant value for each of the Named Executive Officers in consideration of the upcoming fiscal year. Committee decisions for fiscal year 2018 are summarized below and shown as a comparison of 2017 et 2018 fiscal year end (“FYE”) amounts. The Committee believes these elements and the overall compensation program are meeting the expectations for our pay-for-performance and pay and benefits philosophies.

Base Salary

($)

Performance-Based

Annual Cash Bonus

(Target Opportunity

as a % of Base Salary)

Long-Term Incentives

Annual Grant Target

(Grant Value as a % of

Base Salary)*

Név

FYE 2017

FYE 2018

FYE 2017

FYE 2018

FYE 2017

FYE 2018

Erik B. Nordstrom

758,500

azonos

200

azonos

350

azonos

Anne L. Bramman

750,000

775,000

90

azonos

175

azonos

Peter E. Nordstrom

758,500

azonos

200

azonos

350

azonos

Kenneth J. Worzel

750,000

800,000

80

125

150

250

Christine F. Deputy

567,000

585,000

80

azonos

150

azonos

Blake W. Nordstrom

758,500

200

350

*

Ban ben 2017, actual annual long-term incentive grant values varied from target grant values for certain Named Executive Officers. See page 37 to learn more about the long-term incentive pay elements for 2018.

About Our Compensation Elements: What We Paid in 2018 and Why

Base Salary

The Committee begins its annual review of base salary for the Named Executive Officers through discussion with the Co-Presidents on the expectations and achievements of each executive during the previous year, as well as their pay history and pay equity with other internal roles. The Committee then references our pay levels to similar roles in peer companies to ensure they are within a competitive range of the peer group median. Named Executive Officers do not necessarily receive increases in base salary every year. When they do, the changes are effective April 1rue following their annual performance review, which includes a discussion about individual results against defined expectations.

parce que 2018, Anne Bramman, Kenneth Worzel and Christine Deputy each received increases in base salary of approximately 3% to acknowledge performance and maintain relative market competitiveness. In addition, Kenneth Worzel received a base salary increase in May 2018 from $775,000 to $800,000 when he assumed additional responsibilities as Chief Digital Officer.

34 NORDSTROM, INC.2019 Proxy Statement


Performance-Based Annual Cash Bonus

The opportunity for annual performance-based cash awards under our shareholder-approved Nordstrom, Inc. Executive Management Bonus Plan (“Executive Management Bonus Plan”) is designed to focus the Named Executive Officers on the alignment between annual operating performance and long-term business strategy. The Committee establishes the following criteria in developing the annual bonus arrangements:

Target bonus opportunity: In determining the target percentage of base salary, the Committee takes into account the mix of pay elements, market pay information for similar roles within our peer group and the internal relationship between roles within the Company.

In support of our pay-for-performance philosophy, the maximum bonus payout, which is associated with superior performance, is 2.5 times an executive’s target bonus opportunity. This maximum is higher than is common among our retail peers because we believe it is important to continue encouraging and paying rewards when we achieve truly superior results. Under our approach, truly superior results are rarely achieved. In the past nine years, we have not paid out bonuses in excess of 150% of target except for fiscal year 2010, when the payout was 200% of target.

In November 2017, the Committee approved an increase in Kenneth Worzel’s target bonus opportunity from 80% to 90% of base salary, effective at the beginning of fiscal year 2018. In May 2018, the Committee approved increasing his target bonus opportunity to 125%, effective as of the beginning of fiscal year 2018, to recognize his additional responsibilities as Chief Digital Officer.

Performance measures: The Committee establishes the performance measures to focus executives on the most important annual and long-term strategic goals. For fiscal year 2018, the Named Executive Officers had the following measures:

Incentive Adjusted ROIC to ensure our overall performance aligns directly with shareholder returns over the long term. The measure is expressed as a threshold that must be met before any payout can be made on Incentive EBIT results to ensure our executives are rewarded only after earnings generate meaningful returns for our shareholders.

Incentive EBIT to emphasize the importance of earnings and its role in driving shareholder value. Erik Nordstrom, Peter Nordstrom and Blake Nordstrom each had this performance measure weighed at 100%, subject to the achievement of the Incentive Adjusted ROIC threshold. Anne Bramman, Kenneth Worzel and Christine Deputy each had this performance measure weighed at 67%, again subject to the achievement of the Incentive Adjusted ROIC threshold.

Individual Measure to enable differentiation in bonus payout opportunity based on individual contributions and execution against goals. This measure was added for fiscal year 2018 for Anne Bramman, Kenneth Worzel and Christine Deputy. The individual bonus measure accounted for 33% of the total bonus opportunity for these Named Executive Officers.

The following charts show the mix of financial and individual components of the bonus opportunity for the Co-Presidents and other Named Executive Officers for fiscal year 2018.

chart-e0bf8f4a0bff4863135a02.jpg chart-d891d61f5b4d0918ae3a02.jpg

* Incentive EBIT measure is subject to the Incentive Adjusted ROIC threshold.

Performance measure milestones: The Committee defines financial milestones for Incentive Adjusted ROIC (as a threshold) and Incentive EBIT (as a range) that relate to varying percentages of bonus payout. The difficulty level in achieving the milestones reflects the Committee’s belief that there should be a balance between executive pay opportunity, reinvestment in the Company and return to shareholders. Quantitative and qualitative goals were established for the individual bonus measures.

NORDSTROM, INC.2019 Proxy Statement 35


In accordance with our bonus plan, Incentive Adjusted ROIC and Incentive EBIT achievement used to determine bonus payout may differ from ROIC and EBIT, as reported in our Form 10-K filed with the SEC, due to the exclusion of certain one-time gains or losses. This is the case for 2018 where achievements reflect a non-operating related adjustment not included in the financial plan. Incentive Adjusted ROIC and Incentive EBIT are not measures of financial performance under GAAP and should be considered in addition to, and not a substitute for, return on assets, net earnings, total assets or other financial measures prepared in accordance with GAAP. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures.

Our Incentive Adjusted ROIC for our Named Executive Officers other than the Co-Presidents was 12.8% for fiscal 2018, exceeding our threshold goal of 9,5%. This result reflects an adjustment that the Committee approved to remove the impact of an estimated $72 million non-operating credit-related charge (see page 42 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019). The Committee did not approve this adjustment to Incentive Adjusted ROIC for the Co-Presidents. For that reason, their Incentive Adjusted ROIC result was 12.0%, which also exceeded the threshold goal of 9.5%.

Our Incentive EBIT achievement fell below our target goal of $941 million, warranting a payout level of less than 100%. As shown in the table below, the Incentive EBIT achievement for the Co-Presidents was 63%, and was 89% for the other Named Executive Officers. This achievement includes the above-noted adjustment to remove the impact of an estimated $72 million non-operating credit-related charge for the Named Executive Officers, excluding the Co-Presidents.

Achievement results on the individual bonus measures varied. Performance against the quantitative and qualitative goals was evaluated by the Co-Presidents and the payout results were approved by the Committee.

After reviewing the Company’s Full-Price sales, Off-Price sales, selling, general and administrative expenses and free cash flow results for the fiscal year, the Committee determined that Anne Bramman achieved 100% of her target performance with respect to the aggregate individual performance measures.

After reviewing the Company’s Full-Price sales, Full-Price EBIT and total sales, and the Company’s market share results for the Los Angeles market, the Committee determined that Kenneth Worzel achieved 75% of his target performance with respect to the aggregate individual performance measures.

After reviewing the Company’s Full-Price sales, Off-Price sales, selling, general and administrative expenses and progress on organizational capabilities and effectiveness, the Committee determined that Christine Deputy achieved 100% of her target performance with respect to the aggregate individual performance measures.

The performance-based annual cash bonus results are summarized in the following table.

2018 Bonus Measures, Incentive EBIT Milestones, Individual Measure Achievement and Total Bonus Payout

Milestones

Total Bonus Payout

(as a % of Target)

Named Executive Officer

Bonus Measures

Súly

Threshold (25%)

Target (100%)

Superior (250%)

Result /

Payout %

Co-Presidents

Incentive EBIT

100

%

$728

M

$941

M

≥$1,153M

$837M/

63%

63

%

Subject to Incentive Adjusted ROIC threshold

9.5

%

12.0

%

Anne L. Bramman

Incentive EBIT

67

%

$728

M

$941

M

≥$1,153M

$909M/

89%

93

%

Subject to Incentive Adjusted ROIC threshold

9.5

%

12.8

%

Individual Measure

33

%

100

%

Kenneth J. Worzel

Incentive EBIT

67

%

$728

M

$941

M

≥$1,153M

$909M/

89%

84

%

Subject to Incentive Adjusted ROIC threshold

9.5

%

12.8

%

Individual Measure

33

%

75

%

Christine F. Deputy

Incentive EBIT

67

%

$728

M

$941

M

≥$1,153M

$909M/

89%

93

%

Subject to Incentive Adjusted ROIC threshold

9.5

%

12.8

%

Individual Measure

33

%

100

%

*

The Incentive EBIT achievement for the Co-Presidents was less than that for the other Named Executive Officers as the Committee determined that the adjustment they approved to remove the impact of an estimated $72 million non-operating credit-related charge described above would not apply for the Co-Presidents. Also, the Committee approved a discretionary bonus for Blake Nordstrom in the amount of $82,026 so that the sum of his performance-based bonus and the discretionary award equaled what his performance-based bonus would have been had he been an active employee on the last day of the fiscal year.

36 NORDSTROM, INC.2019 Proxy Statement


Long-Term Incentives

Annual grants of equity under our shareholder-approved equity incentive plan are intended to provide the Named Executive Officers with additional incentive to create shareholder value and receive financial rewards. The long-term incentive value that determines the size of the annual grant to Named Executive Officers is expressed as a percentage of base salary as shown on page 34.

In establishing the long-term incentive value at grant for each Named Executive Officer, the Committee considers the mix of pay elements, market pay information for similar roles within our peer group, our annual share usage and dilution, performance and internal equity of grant size by role. The Committee typically approves annual grants of equity awards during the February Committee meeting, which is scheduled at least a year in advance. The February meeting occurs after performance results for the prior year are known, which allows the Committee to align compensation elements with our performance and business goals.

For fiscal year 2018 only, the grant for all of the Company’s Executive Officers, including the Named Executive Officers, was changed from a mix of restricted stock units, performance share units and stock options to 100% restricted stock units, vesting equally over four years, which is consistent with the mix for all other eligible employees. This change resulted, in part, from the Committee’s deliberations following the announcement by the Nordstrom family group that it was exploring a potential going private transaction and the Committee’s determination to make awards which would remain relevant to executives and have some retention effect in the context of the uncertainty surrounding any potential transaction. The 2018 grant mix was a one-time response to a special circumstance and was not indicative of the Company’s pay strategy going forward. As described in the “Changes for 2019” section on page 39, the long-term incentive mix for 2019 is composed of performance-based equity and stock options for Erik Nordstrom and Peter Nordstrom and performance-based equity and restricted stock units for the other Named Executive Officers.

In November 2017, the Committee approved an increase in Kenneth Worzel’s target equity grant value from 150% to 175% of base salary, effective at the beginning of fiscal year 2018. In May 2018, the Committee approved increasing his target equity grant value to 250%, effective with the 2019 annual equity grant, to recognize his additional responsibilities as Chief Digital Officer.

One-Time Equity Awards

In March 2018, the Committee determined to award Anne Bramman, Kenneth Worzel and Christine Deputy restricted stock unit grants, equal to 300% of their respective base salaries, to mitigate retention risk and to recognize their critical roles in their respective functions and in supporting the Company’s key strategies over the next few years. The grants were made on March 6, 2018, the first day of the open trading window following Committee approval, and vest in four equal annual installments.

2016 Performance Share Units Did Not Pay Out

Performance share units for the 20162018 fiscal year performance cycle were granted based on the vesting schedule below. At the end of the performance cycle, our TSR did not meet the minimum threshold of greater than the 50th percentile of the Standard & Poor’s 500, which is required for payout. As a result, none of these performance share units vested.

Required Percentile Rank for Vesting

% of Granted Performance Share Units Paid Out at Vesting

>90th

175

>80th

150

>75th

125

>65th

100

>50th

75

≤50th

2017 Performance Share Units are Still in Process

The 3-year performance cycle for the 2017 performance share units runs from January 29, 2017 through February 1, 2020. The vesting schedule for the 2017 performance share unit grant is shown below. The peer group for this grant consists of companies in the Standard & Poor’s 500 as of the first day of the performance cycle.

Required Percentile Rank for Vesting

% of Granted Performance Share Units Paid Out at Vesting

>85th

175

>75th

150

>65th

125

>55th

100

>40th

50

≤40th

NORDSTROM, INC.2019 Proxy Statement 37


Stock Ownership Guidelines Align Executives and Shareholders

Ownership of Common Stock by our Named Executive Officers and other executive officers is encouraged by management and the Board and our stock ownership guidelines were formally established in 2004. Ownership shares are made up of all forms of Common Stock, as well as vested performance share units that are deferred and unvested restricted stock units. Ownership shares do not include unvested or vested stock options, unvested performance share units or pledged shares.

The Named Executive Officers and other Executive Officers have an annual share target defined as base salary on each April 1rue multiplied by their ownership multiple of base salary divided by a 52-week average closing stock price. The ownership multiples of base salary depend on the executive’s role in the Company and are as shown in the following table for the Named Executive Officers. The Committee has assigned these particular multiples to match or exceed market practice, and to represent a significant portion of the overall compensation package to reinforce the alignment of management’s decision-making with shareholder interests. Executives new to the Company have five years to achieve their ownership target.

Pozíció

Multiple of Base Salary Used to Establish Ownership Target

Co-President

10x

Chief Financial Officer

4x

Chief Digital Officer and President, Nordstrom.com

3x

Chief Human Resources Officer

3x

Under our guidelines, Named Executive Officers and other Executive Officers are required to conduct any open market transactions in Common Stock only in accordance with an SEC Rule 10b5-1 trading plan. These plans predetermine the timing, number of shares and price at which an Executive Officer may buy or sell Company shares. The Executive Officers must also achieve and retain a minimum holding of 100% of their ownership targets before they may sell Company shares in the market.

The Committee regularly reviews stock ownership status for the Named Executive Officers. All of the Named Executive Officers have exceeded their ownership targets.

Előnyök

The Company offers the Named Executive Officers a comprehensive program of broad-based, leadership and retirement benefits. Their purpose varies by benefit, but in general enhances total compensation with meaningful and competitive offerings that support healthy lifestyles and contribute to financial security. These benefits are regularly reviewed for consistency with our pay and benefits philosophy, organizational culture and market practices. Additional information on 2018 benefits is provided as noted below.

Benefit

Where to Learn More

Broad-Based

Company contribution to medical, dental and vision coverage; short- and long-term disability; life insurance; adoption assistance; and employee referral assistance. Employee access to accident insurance; health savings account and flexible spending accounts. Employee Stock Purchase Plan. Merchandise discount. Paid time off.

For merchandise discount, see All Other Compensation in Fiscal Year 2018, footnote (a) on page 44.

Leadership

Salary continuance; long-term disability coverage; assurance-vie

For long-term disability and life insurance, see All Other Compensation in Fiscal Year 2018, footnote (d) on page 45.

Deferred Compensation Plan; Company match and discretionary profit-based match for eligible participants

See Nonqualified Deferred Compensation beginning on page 53 and All Other Compensation in Fiscal Year 2018, footnote (c) on page 44.

Leadership Separation Plan

See Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2018, footnote (e) on page 59.

Retirement

401(k) match and discretionary profit-based match

See All Other Compensation in Fiscal Year 2018, footnote (b) on page 44.

Retiree health care (closed to new entrants in 2013)

See Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2018, footnote (d) on page 59.

Supplemental Executive Retirement Plan (closed to new entrants in 2012; annual benefit capped for current participants)

See Pension Benefits beginning on page 51.

38 NORDSTROM, INC.2019 Proxy Statement


Changes for 2019

Each year, the Committee reviews the design of our total compensation elements and makes changes as needed to improve alignment with our pay and benefits philosophy. In consideration of recommendations made by the Committee’s compensation consultant, the following changes were made for fiscal year 2019:

Base Salary

Anne Bramman and Christine Deputy each received increases of approximately 3%, effective April 1, 2019, to maintain their relative market competitiveness.

Erik Nordstrom, Peter Nordstrom and Kenneth Worzel’s base salaries remained unchanged.

Performance-Based Annual Cash Bonus

Anne Bramman’s target bonus opportunity as a percent of base salary increased from 90% to 100% to maintain relative market competitiveness for the Chief Financial Officer role.

Long-Term Incentives

la 2019 annual equity grant mix for the Co-Presidents was changed to 60% performance-based equity and 40% stock options. This mix is closely aligned with the Company’s pay for performance philosophy. The 2019 annual grant mix for the other Named Executive Officers was changed to 60% performance-based equity and 40% restricted stock units. This mix provides a balance of the key retention and performance objectives of the long-term incentive plan. Performance-based equity was reintroduced into the annual grant mix to support the Company’s communicated forward-looking strategy. Free cash flow growth and EBIT margin percent are the core measures for the performance-based equity with market share serving as a payout modifier. The Committee believes that these measures reflect the Company’s key areas of strategic focus over the next three years. Two-thirds of the performance-based equity grant for 2019 has a three-year performance period. The remaining one-third of the performance-based equity grant for 2019 has a one-year performance period for the core measures and a three-year performance period for the market share modifier.

Anne Bramman’s target equity grant value as a percent of base salary increased from 175% to 200% to maintain relative market competitiveness for the Chief Financial Officer role.

One-Time Option Grant

In February 2019, the Committee approved a one-time stock option award to key leadership to recognize the critical and important role that the executives will play in executing the Company’s communicated forward-looking strategy and delivering results to shareholders over the next few years. Anne Bramman, Kenneth Worzel and Christine Deputy received this award, representing options to purchase 123,554, 159,425 and 69,947 shares, respectively. The stock option award was granted on March 5, 2019, the first business day of the open trading window following the Committee’s approval of the grant. The stock options will vest over four years, with 50% vesting at the end of year three and 50% vesting at the end of year four.

Compensation Risk Assessment Supports Integrity of the Pay Program

The Committee oversees an extensive review of the Company’s pay-for-performance philosophy, the composition and balance of elements in the compensation package and the alignment of plans with shareholder interests to ensure these practices do not pose a material adverse risk to the organization. The review is conducted every other year as underlying programs and practices are generally consistent over time. The last review, for fiscal year 2018, concluded with the following perspectives:

The goals of the Company’s compensation programs are to attract and retain the best talent and to motivate and reward our people in ways that are aligned with the long-term interests of our shareholders. This has been a long-standing objective of our pay-for-performance philosophy. We believe that the strong alignment of our employee compensation plans with performance has served our stakeholders, and in particular, our shareholders, well. The strength of this alignment is regularly reviewed and monitored by the Committee.

As a leading fashion retailer, the Company’s compensation-related risks are generally more straightforward than some other business sectors. We have systems in place to identify, monitor and control risks, making it difficult for a single individual or a group of individuals to expose the Company to material compensation risk.

Our compensation program rewards both short- and long-term performance. Performance measures are predominantly team-oriented rather than individually focused and tied to measurable factors that are both transparent to shareholders and drivers of their shareholder return.

The compensation program balances the importance of achieving critical short-term objectives with a focus on realizing strategic long-term priorities. Strong stock ownership guidelines are in place for Company leaders, and mechanisms, such as an executive clawback policy, exist to address inappropriate rewards.

NORDSTROM, INC.2019 Proxy Statement 39


The Committee is actively engaged in establishing compensation plans, monitoring these plans during the year and using discretion in making rewards, as necessary.

The Company has active and engaged oversight systems in place. The Audit and Finance Committee and the full Board closely monitor and certify the performance that drives employee rewards through detailed and transparent financial reporting, which is in place to provide strong, timely insight into the performance of the Company.

Based on this review, the Committee believes that the Company’s compensation plans do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company.

Executive Compensation Clawback Policy Applies to Performance-Based Pay

In February 2008, the Board adopted a formal executive compensation clawback policy that applies to any performance-based bonus, equity, equity equivalent or other incentive compensation awarded to an Executive Officer, beginning in that fiscal year. Under that policy, in the event of a material restatement of the Company’s financial results, the Board will review the circumstances that caused the restatement and consider accountability to determine whether an Executive Officer was negligent or engaged in misconduct. If so, and if the amount or vesting of an award would have been less had the financial statements been correct, the Board will seek to recover compensation from the Executive Officer as it deems appropriate. This policy is in addition to any requirements which might be imposed pursuant to applicable law.

Termination and Change in Control Provisions are Committee-Directed

Under our Leadership Separation Plan, eligible Company leaders, including certain Named Executive Officers, are entitled to receive severance benefits upon involuntary termination of employment by the Company, due to job elimination, to assist in the transition from active employment. Erik Nordstrom and Peter Nordstrom are not eligible for separation benefits under the Plan. Separation benefits are described in the Potential Payments Upon Termination or Change in Control section on page 59.

As described in the same section, the Named Executive Officers are generally not entitled to any payment or accelerated benefit in connection with a change in control of the Company. However, the Named Executive Officers are entitled to accelerated vesting of equity if they experience a qualifying termination (termination by the Company without cause or termination by the executive for good reason) within 12 months following a change in control, unless the Committee acts to prevent such acceleration.

Tax and Accounting Considerations Underlie the Compensation Elements

The Committee recognizes the tax and regulatory factors that can influence the structure of executive compensation programs, including:

Section 162(m) of the Internal Revenue Code (“IRC”), which generally disallows a tax deduction to public companies for annual compensation over $1 million paid to their Named Executive Officers. Prior to the enactment of corporate tax reform in 2017 (the “Tax Act”), the IRC generally excluded from the calculation of the $1 million limit compensation that was based on the attainment of pre-established, objective performance goals established under a shareholder-approved plan. The exclusion for performance-based compensation was repealed by the Tax Act, effective for taxable years beginning after December 31, 2017, such that compensation paid to our Named Executive Officers in excess of $1 million is not deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. The Tax Act also expanded the category of covered officers for purposes of the limitations of Section 162(m). Following passage of the Tax Act, the Committee anticipates that compensation paid to the Company’s Named Executive Officers in excess of $1 million will not be deductible by the Company.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 718, Stock Compensation (“ASC 718”), where stock options, performance share units and restricted stock units are accounted for based on their grant date fair value (see the notes to the financial statements contained within the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019, filed with the SEC). The Committee regularly considers the accounting implications of our equity-based awards.

Section 409A of the IRC, the limitations of which primarily relate to the deferral and payment of benefits under the Nordstrom Deferred Compensation Plan and Supplemental Executive Retirement Plan. The Committee continues to consider the impact of Section 409A and in general, the evolving tax and regulatory landscape in which its compensation decisions are made.

40 NORDSTROM, INC.2019 Proxy Statement


Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. The Committee believes the Compensation Discussion and Analysis represents the intent and actions of the Committee with regard to executive compensation and has recommended to the Board that it be included in this Proxy Statement for filing with the SEC.

Compensation Committee

Tanya L. Domier, Chair

Glenda G. McNeal

Philip G. Satre

Brad D. Smith

Gordon A. Smith

NORDSTROM, INC.2019 Proxy Statement 41


Summary Compensation Table

The following table summarizes the total compensation paid or accrued by the Company for services provided by the Named Executive Officers for fiscal years ended February 2, 2019. February 3, 2018 et January 28, 2017.

Name and Principal Position

Fiscal Year

Salary

($)(a)

Bonus

($)(b)

Stock Awards

($)(c)

Option Awards

($)(d)

Non-Equity Incentive Plan Compensation

($)(e)

Change in Pension Value and Nonqualified Deferred Compensation Earnings

($)(f)

All Other Compensation

($)(g)

plein

($)

Erik B. Nordstrom

2018

756,393

2,654,705

963,144

77,504

4,451,746

Co-President

2017

771,142

1,760,169

616,272

1,431,290

988,659

50,395

5,617,927

2016

751,152

1,630,746

1,437,210

1,213,601

721,831

46,222

5,800,762

Anne L. Bramman

2018

768,889

150,000

3,562,483

645,066

38,716

5,165,154

Chief Financial Officer

2017

504,173

749,965

430,384

316,516

2,001,038

2016

Peter E. Nordstrom

2018

756,393

2,654,705

963,144

59,386

4,433,628

Co-President

2017

771,142

1,760,169

616,272

1,431,290

1,030,787

40,774

5,650,434

2016

751,152

1,630,746

1,437,210

1,213,601

758,249

47,811

5,838,769

Kenneth J. Worzel

2018

786,875

3,562,483

835,167

754,441

45,813

5,984,779

Chief Digital Officer and President, Nordstrom.com

2017

762,500

749,703

262,497

574,620

725,676

32,380

3,107,376

2016

657,417

1,742,820

907,475

424,932

412,356

35,880

4,180,880

Christine F. Deputy

2018

604,587

2,551,421

432,819

86,153

3,674,980

Chief Human Resources Officer

2017

2016

Blake W. Nordstrom

2018

791,274

82,026

2,654,705

881,118

66,907

4,476,030

Former Co-President

2017

771,142

1,760,169

616,272

1,431,290

998,647

57,181

5,634,701

2016

751,152

1,630,746

1,437,210

1,213,601

748,859

49,711

5,831,279

The amounts shown represent base salary earned during the fiscal year. The numbers shown for all fiscal years vary somewhat from annual base salaries due to the fact that our fiscal year ends on the Saturday nearest to January 31rue and salary increases are effective April 1rue of each year. Also, as a result of our 4-5-4 retail reporting calendar, fiscal year 2017 included an extra week (the “53rd week”). la 2018 base salaries for the Named Executive Officers were $758,500 each for Erik Nordstrom, Peter Nordstrom and Blake Nordstrom, $775,000 for Anne Bramman and $585,000 for Christine Deputy. Kenneth Worzel’s base salary increased from $775,000 to $800,000 effective May 14, 2018, when he assumed additional responsibilities as Chief Digital Officer. The amount shown for Blake Nordstrom reflects a prorated amount based on his separation from service on January 2, 2019 and includes the payout of his accrued vacation pay. Christine Deputy was not a Named Executive Officer in fiscal years 2016 or 2017 so no amounts are shown for those years.

Kenneth Worzel and Christine Deputy elected to defer $25,000 and $30,800, respectively, of their base salaries earned during calendar year 2018 into the Nordstrom Deferred Compensation Plan (“NDCP”). Anne Bramman and Christine Deputy elected to defer 8% and $32,000, respectively, of their base salaries earned during calendar year 2019 into the NDCP. Due to the timing of our fiscal year ends, $2,695, $23,913, and $30,852, were attributed to fiscal year 2018 deferrals for Anne Bramman, Kenneth Worzel, and Christine Deputy, respectively, as reported in the Fiscal Year 2018 Nonqualified Deferred Compensation Plan Table on page 53.

Each of the Named Executive Officers contributed a portion of their base salary earned during fiscal year 2018 to the 401(k) Plan.

(B) Bonus

The amounts reported reflect discretionary bonuses approved by the Compensation Committee. In March 2018, the Committee determined to award Anne Bramman a one-time cash payment in recognition of her service since joining the Company in June 2017 as Chief Financial Officer. In February 2019, the Committee approved a discretionary bonus for Blake Nordstrom so that the sum of his performance-based bonus and this discretionary award equaled what his performance-based bonus would have been had he been an active employee on the last day of the fiscal year.

42 NORDSTROM, INC.2019 Proxy Statement


(c) Stock Awards

The amounts reported reflect the grant date fair value of restricted stock units and performance share units granted during the fiscal year under the 2010 Equity Incentive Plan. The amounts reported are not the value actually received.

The value the Named Executive Officers will ultimately receive from their performance share units will depend on whether the performance requirements are met and the market price of Common Stock at the end of the performance cycle. The amounts reported were calculated in accordance with FASB Accounting Standards Codification 718, Stock Compensation (“ASC 718”) and reflect the probable outcome with respect to satisfaction of performance conditions at the date of grant. The payout could be as low as zero depending on performance over the relevant period, and the value of any payout will depend on stock price at the time of payout. No amounts are reported for fiscal year 2018 as the Company did not award performance share units during the fiscal year.

The value the Named Executive Officers may receive from their restricted stock units will depend on whether the time-based vesting requirement is met and the market price of Common Stock on the vesting date. The amounts reported were calculated in accordance with ASC 718. See column (c) of the Grants of Plan-Based Awards in Fiscal Year 2018 table on page 46 for the number of restricted stock units granted in fiscal year 2018.

(d) Option Awards

The amounts reported reflect the grant date fair value of stock options granted during the fiscal year under the 2010 Equity Incentive Plan. This is not the value received. The Named Executive Officers will only realize value from stock options if the market price of Common Stock is higher than the exercise price of the options at the time of exercise. The amounts reported were calculated in accordance with ASC 718. No amounts are reported for fiscal year 2018 as the Company did not grant stock options during the fiscal year.

Assumptions used in the calculation of these amounts are included in the notes to the financial statements contained within the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019, filed with the SEC.

(e) Non-Equity Incentive Plan Compensation

The amounts reported reflect the annual performance-based cash awards under the Executive Management Bonus Plan, as described beginning on page 35. The amounts of the cash awards for fiscal year 2018, approved by the Compensation Committee on February 26, 2019, were paid in March 2019. Kenneth Worzel elected to defer $50,000 of his cash award for fiscal year 2018 into the NDCP.

(f) Change in Pension Value and Nonqualified Deferred Compensation Earnings

The amounts reported are the changes in actuarial present value from fiscal year-end 2017 to fiscal year-end 2018 for each of the eligible Named Executive Officer’s benefit under the Supplemental Executive Retirement Plan (“SERP”). The present value of the benefit is affected by current earnings, credited years of service, the executive’s age and time until normal retirement eligibility, the age of the executive’s spouse or life partner as the potential beneficiary and economic assumptions (discount rate and mortality table used to determine the present value of the benefit).

The present value of Erik Nordstrom’s and Peter Nordstrom’s benefits decreased from last year by $135,088 and $122,708, respectively. The decreases were primarily the result of an increase in the discount rate used to determine the present value of the benefit. The interest rate used is the same as the discount rate used for financial reporting purposes for the SERP which changed from 3.95% to 4.27%. Under SEC rules, decreases are not reported in the table so no amounts are shown. No amount is shown for Blake Nordstrom as he passed away before the end of the fiscal year, and accordingly did not have a pension benefit as of the end of the fiscal year. Amounts are not reported for Anne Bramman and Christine Deputy because the SERP was closed to new entrants prior to when they joined the Company. See the Pension Benefits section beginning on page 51 for more information about the SERP.

The amounts were calculated using the same discount rate and mortality table assumptions as those used in the Company’s financial statements to calculate the Company’s obligations under the SERP. Assumptions used in the calculation of these amounts are included in the notes to the financial statements contained within the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019, filed with the SEC.

Anne Bramman, Kenneth Worzel and Christine Deputy had account balances in the Company’s nonqualified deferred compensation plan in fiscal year 2018, as shown on page 53. They did not receive above-market-rate or preferential earnings on their deferred compensation, so no amounts for these types of earnings are included in the table.

(g) All Other Compensation

Each component of all other compensation paid to the Named Executive Officers is shown in the following table.

NORDSTROM, INC.2019 Proxy Statement 43


All Other Compensation in Fiscal Year 2018

The table below shows each component of “All Other Compensation” for fiscal year 2018, reported in column (g) of the Summary Compensation Table on page 42, calculated at the aggregate incremental cost to the Company.

Broad-Based Benefit

Broad-Based Retirement Benefit

Leadership

Benefit

autre

Név

Merchandise Discount

($)(a)

401(k) Plan Company Match

($)(b)

NDCP Company Match

($)(c)

Premium on Insurance

($)(d)

SERP

($)(e)

Personal Use of Company Aircraft

($)(f)

plein

($)

Erik B. Nordstrom

58,100

15,840

1,939

1,625

77,504

Anne L. Bramman

20,902

15,840

1,974

38,716

Peter E. Nordstrom

39,995

15,840

1,939

1,612

59,386

Kenneth J. Worzel

27,948

15,840

2,025

45,813

Christine F. Deputy

25,661

15,840

43,156

1,496

86,153

Blake W. Nordstrom

49,128

15,840

1,939

66,907

The Company provides a merchandise discount for its employees. The Named Executive Officers were provided a discount of 33% for purchases at Nordstrom full-line stores and Nordstrom.com and 20% for purchases at Nordstrom Rack stores, Nordstromrack.com/HauteLook and our restaurants. A 40% discount is available at certain times of the year on specific merchandise. The merchandise discount provided to the Named Executive Officers is the same as for all other eligible management and high-performing non-management employees of the Company. The amounts reported are the total discount the Named Executive Officers received on their Nordstrom purchases during the fiscal year. The Company provides the same merchandise discount program for its Board of Directors, as described on page 18.

(B)

401(k) Plan Company Match

The Company offers a matching contribution on employee 401(k) contributions under the 401(k) Plan to all eligible employees, including the Named Executive Officers. The Named Executive Officers may defer up to 16% of their eligible pay (i.e., base salary, performance-based bonus and other taxable wages) into the Plan, subject to IRC limits.

Although the matching contribution is discretionary and subject to change, the Company currently matches employee contributions for the Plan year, dollar for dollar, up to 4% of eligible pay. la 2018 calendar year compensation limit for eligible pay was $275,000, as set by the IRS. In 2018, the maximum Company matching contribution for the eligible Named Executive Officers was $11,000 (4% of $275,000).

The Company also offers a discretionary match up to an additional 2% of eligible pay, based on Company performance. Based on the Company’s performance in 2018, the Board approved a discretionary match of $0.44 per dollar contributed by the employee, up to 4% of eligible pay. The maximum Company discretionary match for the eligible Named Executive Officers was $4,840 (44% of 4% of $275,000) parce que 2018. The total Company contribution each of the eligible Named Executive Officers received in March 2019, for calendar year 2018, was $15,840 as reported above.

Contributions under the Plan may be directed to any of 12 custom target retirement date funds or to any of 9 individual investment alternatives, including Common Stock. The Plan also offers a self-directed brokerage option.

The Company offers a dollar for dollar matching contribution, up to 4% of eligible pay over the 401(k) calendar year compensation limit, on deferrals into the NDCP by eligible participants. The Company may also make a discretionary profit-based match up to an additional 2% of eligible pay over the 401(k) calendar year compensation limit. Christine Deputy received the NDCP Company matching contribution on her 2018 deferrals. Anne Bramman and Kenneth Worzel also made deferrals into the NDCP during fiscal year 2018 but were not eligible for the NDCP Match. Anne Bramman did not defer any pay in calendar year 2018 and Kenneth Worzel is not eligible for the NDCP match as he is a participant in the Company’s SERP, as described beginning on page 51. See the Nonqualified Deferred Compensation section on page 53 for more information.

44 NORDSTROM, INC.2019 Proxy Statement


The Company provides life insurance to the Named Executive Officers in an amount equal to approximately 1.25 times their base salary and additional disability insurance. The amounts reported are the annual Company-paid premiums.

The Company has a SERP, in which certain Named Executive Officers participate. As described in the Pension Benefits section beginning on page 51, the SERP provides an annual benefit, paid upon retirement for the remaining life of the executive with a 50% annuity paid to the surviving spouse after the executive’s death. Although Blake Nordstrom was a SERP participant, he did not receive any SERP payments during the fiscal year and therefore no amount is reported in this table. Upon Blake Nordstrom’s death on January 2, 2019, his surviving spouse began receiving the 50% survivor annuity. For the period from January 2, 2019 to the end of our fiscal year, Blake Nordstrom’s surviving spouse received SERP benefit payments totaling $29,167.

(f)

Personal Use of Company Aircraft

The Company owns two aircraft which it uses for business purposes. On rare occasions, a Named Executive Officer may have a guest accompany the executive on a business trip on the Company’s aircraft as an additional passenger. Only the direct variable costs (i.e., costs the Company incurs solely as a result of the passenger being on the aircraft) are included in determining the aggregate incremental cost to the Company. When travel does not meet the IRS standard for business travel, the cost of the travel is imputed as income to the executive, which is the Company’s practice to fully disclose. The Company does not reimburse the Named Executive Officers for taxes incurred as a result of the imputed income.

In fiscal year 2018, Erik Nordstrom and Peter Nordstrom were each accompanied by a family member on one business trip. The costs reported are the total direct variable costs associated with the family member’s travel which include the tax deduction the Company was not able to take as a result of the nondeductible portion of the aircraft operating costs.

NORDSTROM, INC.2019 Proxy Statement 45


Grants of Plan-Based Awards in Fiscal Year 2018

The following table discloses the potential range of payouts for non-equity incentive plan awards granted in fiscal year 2018. These awards are performance-based cash bonuses granted under the Executive Management Bonus Plan, as described beginning on page 35. The table also discloses the number and grant date fair value of restricted stock units granted under the 2010 Equity Incentive Plan in fiscal year 2018, as described on page 37.

Estimated Future Payouts

Under Non-Equity Incentive

Plan Awards

(B)

Estimated Future Payouts Under Equity Incentive

Plan Awards

All Other

stock

Awards:

Number of Shares

of Stock or Units (#)(c)

All Other

Option

Awards:

Number of Securities

Underlying Options

(#)

Exercise

or Base Price of

Option Awards

($/Sh)

Grant

Date Fair

Value of

Stock and Option Awards ($)(d)

Name and Award

Grant Date

(a)

Approval Date

Threshold ($)

Cél

($)

Maximum ($)

Threshold (#)

Target (#)

Maximum (#)

Erik B. Nordstrom

Executive

Management Bonus

379,250

1,517,001

3,792,502

Restricted Stock Unit

Díj

3/6/2018

3/3/2018

54,233

2,654,705

Anne L. Bramman

Executive Management

Bonus

174,375

697,500

1,743,751

Restricted Stock Unit

Díj

3/6/2018

3/3/2018

72,778

3,562,483

Peter E. Nordstrom

Executive Management

Bonus

379,250

1,517,001

3,792,502

Restricted Stock Unit

Díj

3/6/2018

3/3/2018

54,233

2,654,705

Kenneth J. Worzel

Executive Management
Bonus

247,875

991,500

2,478,752

Restricted Stock Unit Award

3/6/2018

3/3/2018

72,778

3,562,483

Christine F. Deputy

Executive Management Bonus

117,000

468,000

1,170,000

Restricted Stock Unit Award

3/6/2018

3/3/2018

52,123

2,551,421

Blake W. Nordstrom

Executive Management Bonus

379,250

1,517,001

3,792,502

Restricted Stock Unit Award

3/6/2018

3/3/2018

54,233

2,654,705

46 NORDSTROM, INC.2019 Proxy Statement


(a) Grant Date

The grant date is the first business day of the open trading window that falls on or after the Compensation Committee’s approval of the grant.

(b) Estimated Future Payouts Under Non-Equity Incentive Plan Awards

The amounts shown report the range of possible cash payouts for fiscal year 2018 associated with established levels of performance or achievement under the Executive Management Bonus Plan. The amounts shown in the “Threshold,” “Target” and “Maximum” columns reflect the payout opportunity associated with established levels of performance or achievement, as discussed beginning on page 35. For there to be any payout, minimum performance milestones or achievement must be met.

Although the column heading refers to future payouts, fiscal year 2018 performance-based bonuses have already been earned and were paid to the Named Executive Officers in March 2019. These cash payments are reported in the Summary Compensation Table on page 42, in column (e), “Non-Equity Incentive Plan Compensation.”

(c) All Other Stock Awards: Number of Shares of Stock or Units

The numbers shown report the number of restricted stock units granted to the Named Executive Officers in fiscal year 2018 under the 2010 Equity Incentive Plan. The restricted stock units were granted on March 6, 2018 and vest equally over four years, beginning on March 10, 2019. The restricted stock units granted to Blake Nordstrom vested on an accelerated basis as of January 2, 2019. The numbers shown for Anne Bramman, Kenneth Worzel and Christine Deputy include the one-time restricted stock unit awards of 45,965, 45,965 and 34,749, respectively, as discussed in the Compensation Discussion and Analysis on page 37.

(d) Grant Date Fair Value of Stock and Option Awards

The grant date fair value of the restricted stock units was calculated in accordance with ASC 718. The reported value for restricted stock units was calculated by multiplying the number of restricted stock units awarded by the fair value of a restricted stock unit on the date of grant. The fair value for the grant on March 6, 2018 was $48.95. This is not the value received. The actual value the Named Executive Officers may receive will depend on whether the time-based vesting requirement is met and the market price of Common Stock at the time of any vesting.

NORDSTROM, INC.2019 Proxy Statement 47


Outstanding Equity Awards at Fiscal Year-End 2018

The following table provides information on the current holdings of stock options and stock awards by the Named Executive Officers as of the fiscal year ended February 2, 2019. The table includes vested but unexercised stock options, unvested stock options, unvested restricted stock units and performance share units with time remaining in the three-year performance cycle. Because Blake Nordstrom passed away prior to the end of the fiscal year, resulting in the transfer of all outstanding awards to his estate, nothing is reported for Blake Nordstrom in the table below. The vesting schedules for outstanding stock options and restricted stock units are provided on pages 49 and 50. Information about the amount of Common Stock beneficially owned by the Named Executive Officers is provided in the Beneficial Ownership Table on page 70.

Option Awards

Stock Awards

Equity Incentive Plan Awards:

Number of Securities Underlying Unexer-

cised Unearned Options

(#)

Number of Shares or Units of Stock That Have Not Vested

(#)(b)

Market Value of Shares or Units of Stock That Have Not Vested

($)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested

(#)(c)

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

($)(d)

Number of Securities

Underlying

Unexercised Options

(#)

Option Exercise Price

($)

Option Expiration Date

Név

Grant Date

Exer-

cisable

Unexer-

cisable (a)

Erik B. Nordstrom

2/26/2010

77,609

34.50

2/26/2020

2/25/2011

69,637

42.48

2/25/2021

2/22/2012

68,244

49.15

2/22/2022

3/4/2013

99,563

50.26

3/4/2023

3/3/2014

60,747

57.16

3/3/2024

2/24/2015

34,497

11,499

75.23

2/24/2025

2/24/2015

1,499

67,950

2/29/2016

6,348

287,755

2/29/2016

41,070

41,071

51.32

2/28/2026

6/7/2016

10,838

40.50

6/7/2026

6/7/2016

5,573

252,624

2/28/2017

13,207

598,673

2/28/2017

9,663

28,990

46.66

2/28/2027

2/28/2017

20,724

939,419

3/6/2018

52,210

2,366,679

Anne L. Bramman

8/21/2017

12,234

554,567

3/6/2018

45,965

2,083,593

3/6/2018

26,813

1,215,433

Peter E. Nordstrom

2/26/2010

77,609

34.50

2/26/2020

2/25/2011

69,637

42.48

2/25/2021

2/22/2012

68,244

49.15

2/22/2022

3/4/2013

99,563

50.26

3/4/2023

3/3/2014

60,747

57.16

3/3/2024

2/24/2015

34,497

11,499

75.23

2/24/2025

2/24/2015

1,497

67,859

2/29/2016

6,338

287,302

2/29/2016

41,070

41,071

51.32

2/28/2026

6/7/2016

10,838

40.50

6/7/2026

6/7/2016

5,573

252,624

2/28/2017

13,207

598,673

2/28/2017

9,663

28,990

46.66

2/28/2027

2/28/2017

20,691

937,923

3/6/2018

52,210

2,366,679

48 NORDSTROM, INC.2019 Proxy Statement


Option Awards

Stock Awards

Equity Incentive Plan Awards:

Number of Securities Underlying Unexer-

cised Unearned Options

(#)

Number of Shares or Units of Stock That Have Not Vested

(#)(b)

Market Value of Shares or Units of Stock That Have Not Vested

($)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested

(#)(c)

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

($)(d)

Number of Securities

Underlying

Unexercised Options

(#)

Option Exercise Price

($)

Option Expiration Date

Név

Grant Date

Exer-

cisable

Unexer-

cisable (a)

Kenneth J. Worzel

3/4/2013

40,536

50.26

3/4/2023

3/3/2014

26,141

57.16

3/3/2024

2/24/2015

15,438

5,147

75.23

2/24/2025

2/24/2015

697

31,595

2/29/2016

3,056

138,528

2/29/2016

19,028

19,029

51.32

2/28/2026

6/7/2016

23,433

40.50

6/7/2026

6/7/2016

12,049

546,181

11/21/2016

1,596

72,347

2/28/2017

5,625

254,981

2/28/2017

4,116

12,348

46.66

2/28/2027

2/28/2017

9,170

415,676

3/6/2018

26,813

1,215,433

3/6/2018

45,965

2,083,593

Christine F. Deputy

8/24/2015

15,070

5,024

67.34

8/24/2025

8/24/2015

1,517

68,766

8/24/2015

3,254

147,504

2/29/2016

2,674

121,212

2/29/2016

16,650

16,650

51.32

2/28/2026

6/7/2016

15,432

40.50

6/7/2026

6/7/2016

7,935

359,694

2/28/2017

5,497

249,179

2/28/2017

4,021

12,066

46.66

2/28/2027

2/28/2017

8,960

406,157

3/6/2018

34,749

1,575,172

3/6/2018

17,374

787,563

(a)

Number of Securities Underlying Unexercised Options: Unexercisable

The following table shows the grant date, vesting schedule and expiration date for all unvested stock options as of the fiscal year ended February 2, 2019. All stock option grants have a four-year vesting schedule of 25% per year, with the exception of the grant on June 7, 2016, which vests 100% on June 10, 2019. All grants have a 10-year term.

Grant Date

Vesting Schedule

Expiration Date

2/24/2015

25% per year with a remaining vesting date of 2/24/2019

2/24/2025

8/24/2015

25% per year with a remaining vesting date of 8/24/2019

8/24/2025

2/29/2016

25% per year with remaining vesting dates of 3/10/2019 and 3/10/2020

2/28/2026

6/7/2016

100% on 6/10/2019

6/7/2026

2/28/2017

25% per year with remaining vesting dates of 3/10/2019, 3/10/2020 and 3/10/2021

2/28/2027

NORDSTROM, INC.2019 Proxy Statement 49


(B)

Number of Shares or Units of Stock That Have Not Vested

The following table shows the grant date and vesting schedule for all unvested restricted stock units as of the fiscal year ended February 2, 2019. The restricted stock unit grants have a four-year vesting schedule of 25% per year with the following exceptions: Christine Deputy’s grant of 8,135 units on August 24, 2015 vests 20% per year over five years; the grant on June 7, 2016 vests 50% after each of years two and three; Kenneth Worzel’s grant of 4,788 units on November 21, 2016 vests 33% after each of years one and two and 34% after year three; and Anne Bramman’s grant of 18,350 units on August 21, 2017 vests 33% after each of years one and two and 34% after year three.

Grant Date

Vesting Schedule

2/24/2015

25% per year with a remaining vesting date of 2/24/2019

8/24/2015

25% per year with a remaining vesting date of 8/24/2019

8/24/2015

20% per year with remaining vesting dates of 8/24/2019 and 8/24/2020

2/29/2016

25% per year with remaining vesting dates of 3/10/2019 and 3/10/2020

6/7/2016

50% in years 2 and 3 with a remaining vesting date of 6/10/2019

11/21/2016

33% in years 1 and 2 and 34% in year 3 with a remaining vesting date of 12/10/2019

2/28/2017

25% per year with remaining vesting dates of 3/10/2019, 3/10/2020 and 3/10/2021

8/21/2017

33% in years 1 and 2 and 34% in year 3 with remaining vesting dates of 9/10/2019 and 9/10/2020

3/6/2018

25% per year with vesting dates of 3/10/2019, 3/10/2020, 3/10/2021 and 3/10/2022

(c)

Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested

The numbers reported are the outstanding performance share units granted in fiscal year 2017. The performance share units are earned on the last day of the three-year performance cycle, February 1, 2020, if performance criteria have been met, and vest when the results have been certified by the Compensation Committee. This grant has time remaining in its three-year performance cycle. If the performance cycle had ended as of the close of fiscal year 2018, 50% of the number of performance share units granted would have been earned.

As required to be disclosed, the number of estimated shares reported for the 2017 grant is based on achieving the next higher performance measure, which pays out at 100% of the number of units granted, as shown in the performance share unit vesting schedule on page 37.

(d)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

The amounts reported relate to the outstanding performance share units granted in fiscal year 2017. This grant has time remaining in its three-year performance cycle. If the performance cycle for this grant had ended as of the close of fiscal year 2018, 50% of the number of performance share units granted would have been earned.

As required to be disclosed, the payout values reported are based on achieving the next higher performance measure, which pays out at 100% of the number of units granted. The value of estimated payouts has been calculated using the closing price of Common Stock on February 1, 2019, the last market trading day of the fiscal year, of $45.33. The payout does not include estimated dividend amounts as the Company does not pay dividends on unvested performance share units.

50 NORDSTROM, INC.2019 Proxy Statement


Option Exercises and Stock Vested in Fiscal Year 2018

The following table provides information for the Named Executive Officers on:

the number of shares of Common Stock acquired and value realized from stock option exercises in fiscal year 2018; et

the number of shares of Common Stock acquired and value realized from performance share units and restricted stock units that vested with respect to fiscal year 2018.

Option Awards

Stock Awards

Név

Number of Shares

Acquired on Exercise

(#)

Value Realized

on Exercise

($)

Number of Shares Acquired on Vesting

(#)(a)

Value Realized on Vesting

($)(b)

Erik B. Nordstrom

169,717

5,646,094

22,718

1,170,494

Anne L. Bramman

6,116

400,537

Peter E. Nordstrom

169,717

5,557,886

21,061

1,083,875

Kenneth J. Worzel

64,818

1,298,088

23,618

1,260,447

Christine F. Deputy

22,412

1,262,623

Blake W. Nordstrom

182,773

6,914,212

21,122

1,087,145

(a)

Number of Shares Acquired on Vesting

The numbers reported are the restricted stock units that vested during the fiscal year. The numbers reported for Erik Nordstrom, Peter Nordstrom and Blake Nordstrom include 3,133, 2,023 and 2,023 shares, respectively, which vested on an accelerated basis in 2018 solely to satisfy Social Security, Medicare or income tax withholding obligations of retirement-eligible employees with respect to their restricted stock unit awards. The numbers reported for Blake Nordstrom include those restricted stock units that vested during the fiscal year, prior to his date of death, January 2, 2019. An additional 86,370 units vested on an accelerated basis upon his date of death.

(B)

Value Realized on Vesting

The amounts disclosed for Erik Nordstrom, Peter Nordstrom and Blake Nordstrom include the number of shares of Common Stock withheld on vesting of restricted stock units to satisfy tax withholding obligations as described previously, multiplied by $52.99, the closing price of Common Stock on November 27, 2018, the vesting date. The amounts reported for Blake Nordstrom include the value received during the fiscal year, prior to his date of death, January 2, 2019. An additional $4,100,848 was realized from units that vested on an accelerated basis upon his date of death.

Pension Benefits

The Company’s original Supplemental Executive Retirement Plan (‘SERP”) was introduced in the 1980s. Over the years, the plan design changed to better meet the purpose of encouraging designated executives to stay with Nordstrom throughout their careers and rewarding their significant and sustained contribution to the Company’s success by adding to their financial security upon retirement. The SERP was closed to new entrants, beginning in 2012.

The Named Executive Officers, except Anne Bramman and Christine Deputy, who both joined the Company after the SERP had been closed to new entrants, are or were eligible for the SERP. The eligible Named Executive Officers are entitled to receive their full retirement benefit at age 58. Their full benefit is equal to 1.6% multiplied by final average pay, as described in a following paragraph, and their years of credited service, up to a maximum of 25 years. They may retire early and receive a reduced benefit if they are between the ages of 53 and 57 with at least 10 years of credited service and the Board approves the early retirement. The early retirement benefit is reduced 10% for each year that their retirement age is less than 58. If they retire after age 58, they are entitled to their full retirement benefit, increased with interest of 5% per year, compounded annually, for each full year worked beyond age 58, for a maximum of 10 years. The annual SERP benefit is capped at $700,000.

Final average pay is the average base salary and annual performance-based cash bonus of the highest 36 months over the longer of:

the most recent five years of service; ou

the entire period of service after the executive’s 53rd birthday.

NORDSTROM, INC.2019 Proxy Statement 51


The annual SERP benefit is paid upon retirement for the remaining life of the executive with a 50% annuity paid to a surviving spouse or life partner after the executive’s death. A surviving spouse or life partner also receives a 50% survivor benefit if the executive dies before retiring. The amount of this survivor benefit depends on the executive’s age and years of credited service at the time of death. Blake Nordstrom was eligible for his full SERP benefit upon his death on January 2, 2019. His benefit will be paid as a 50% survivor benefit to his surviving spouse.

The SERP provides that no benefit will be paid to an executive whose employment is terminated for cause, which includes competitive behavior against the Company, as determined by the Compensation Committee in the exercise of its discretion in accordance with the Plan. The Compensation Committee also has discretion to discontinue payment of benefits under the SERP if the retired executive is found to have engaged in misconduct or in competitive behavior against the Company.

Information about payment of the SERP benefit related to change in control is provided on page 58 in footnote (b) to the Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2018 table.

Because the SERP is a nonqualified deferred compensation plan, the Company is not obligated to fund it. However, the Company does set aside funds to assist in the payment of future benefit obligations. If the Company were to become insolvent, participants would be unsecured general creditors, and there is no guarantee that funds would be available to pay all creditors in full. See the notes to the financial statements contained within the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019, filed with the SEC, for a discussion of the benefit obligation.

Fiscal Year 2018 Pension Benefits Table

The following table shows the present value of the accumulated SERP benefit payable to each of the Named Executive Officers, based on the number of years of service credited under the Plan to each Named Executive Officer and actuarial assumptions consistent with those used in the Company’s financial statements to calculate the Company’s obligations under the Plan. See the notes to the financial statements contained within the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019, filed with the SEC, for a discussion of the benefit obligation and assumptions used.

Név

Plan Name

temps

(a)

Number of Years Credited Service

(#)(b)

Present Value of Accumulated Benefit

($)(c)

Payments During Last Fiscal Year

($)

Erik B. Nordstrom

SERP

55

25

10,576,866

Anne L. Bramman

51

Peter E. Nordstrom

SERP

56

25

11,232,918

Kenneth J. Worzel

SERP

54

9

2,936,884

Christine F. Deputy

53

Blake W. Nordstrom

SERP

Age is as of February 2, 2019, the last day of the fiscal year.

(B)

Number of Years Credited Service

Although Erik Nordstrom and Peter Nordstrom each have 39 or more years of service, the number of years of credited service under the SERP is capped at 25.

(c)

Present Value of Accumulated Benefit

The amounts shown are based on the full retirement age of 58. Erik Nordstrom and Peter Nordstrom have met the minimum retirement age with at least 10 years of service and would be eligible for early retirement with prior approval from the Board. If the Board approved early retirement, Erik Nordstrom and Peter Nordstrom would be entitled to receive a reduced SERP benefit having present values as of the end of the fiscal year of $8,730,232 and $10,018,456, respectively. These amounts are reported in the Potential Payments Upon Termination or Change of Control at Fiscal Year-End 2018 table on page 55.

52 NORDSTROM, INC.2019 Proxy Statement


Nonqualified Deferred Compensation

The Company offers participation in the Nordstrom Deferred Compensation Plan (“NDCP”) to employees, including the Named Executive Officers, who meet a minimum compensation threshold. Under this Plan, a participant may defer up to 80% of base salary, up to 100% of an annual performance-based bonus and up to 100% of any vested performance share units, less applicable payroll taxes.

Deferral elections are irrevocable and are made in compliance with Section 409A of the IRC. If a participant’s NDCP deferrals cause a reduction in the Company’s 401(k) match contribution, the Company may deposit a make-up contribution into the participant’s NDCP account. The Company also provides a dollar for dollar matching contribution, up to 4% of eligible pay over the 401(k) calendar year compensation limit, on deferrals into the NDCP by eligible participants. The Company may also make a discretionary profit-based match up to an additional 2% of eligible pay over the 401(k) calendar year compensation limit. Participants in the Company’s SERP are not eligible for this matching contribution. Christine Deputy is not a participant in the SERP and was eligible for and received a NDCP match for deferrals made in calendar year 2018.

Plan participants may direct their cash deferrals to deemed investment alternatives, priced and valued similar to retail mutual funds. As of the end of the fiscal year, the Company offered 18 deemed investment alternatives. In addition, Plan participants are offered a fixed rate option, which was 4.4% for calendar year 2018 and is 4.5% for calendar year 2019, which is not subsidized by the Company but rather is a rate based on guaranteed contractual returns from a third-party insurance company provider. With the exception of the fixed rate fund, participants may change their investment allocations among these investment alternatives daily. Gains and losses for cash deferrals are credited to participant accounts daily, based on their investment elections. The deemed investment alternatives for cash do not include Common Stock. Vested performance share units that are deferred into the NDCP remain as stock units until distribution.

Fiscal Year 2018 Nonqualified Deferred Compensation Table

The following table discloses information on nonqualified deferred compensation for the Named Executive Officers under the Company’s NDCP for the fiscal year ended February 2, 2019. The Company’s SERP is also a nonqualified plan. Information regarding benefits payable to Named Executive Officers under the SERP is provided on pages 51 and 52.

Név

Executive Contributions in Last Fiscal Year

($)(a)

Registrant Contributions in Last Fiscal Year

($)(b)

Aggregate Earnings in Last Fiscal Year

($)(c)

Aggregate Withdrawals/Distributions

($)

Aggregate Balance at Last Fiscal Year-End

($)(d)

Erik B. Nordstrom

Anne L. Bramman

2,695

5

2,700

Peter E. Nordstrom

Kenneth J. Worzel

23,913

(21,675

)

669,043

Christine F. Deputy

30,852

43,156

4,674

137,300

Blake W. Nordstrom

(a)

Executive Contributions in Last Fiscal Year

The amounts reported are the deferrals made during the fiscal year.

(B)

Registrant Contributions in Last Fiscal Year

The amount reported for Christine Deputy is the Company matching contribution on her deferrals during calendar year 2018 as described above.

(c)

Aggregate Earnings in Last Fiscal Year

The amounts include the total interest or other earnings (loss) accrued in fiscal year 2018 on the entire NDCP account balance, including deferred performance share units.

(d)

Aggregate Balance at Last Fiscal Year-End

The amounts shown are the total NDCP balances, including earnings on deferrals, as of February 2, 2019.

NORDSTROM, INC.2019 Proxy Statement 53


Potential Payments Upon Termination or Change in Control

The information on the following pages describes and quantifies certain amounts that would become payable under existing compensation plans if the Named Executive Officers’ employment had terminated on February 2, 2019, the last day of the fiscal year. The amounts are based on each executive’s compensation and years of service as of that date and, if applicable, based on the closing price of Common Stock on February 1, 2019, the last market trading day of the fiscal year, of $45.33. The estimates are based on all relevant plans effective at the end of the fiscal year and information available at that time. Actual values would reflect specific circumstances at the time of any termination, the plans and provisions effective if and when a termination event occurs and any other applicable factors.

The Company does not have employment agreements with any Nordstrom employees, including the Named Executive Officers. The Company maintains a leadership separation plan to provide a broad group of leadership employees an appropriate level of severance benefits in the event of separation of service due to job elimination. Except as described on the following pages, there are no agreements, arrangements or plans that entitle the Named Executive Officers to enhanced benefits upon termination of their employment.

54 NORDSTROM, INC.2019 Proxy Statement


Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2018

The following table shows various termination scenarios and payments that would be triggered under the Company’s compensation plans.

Name and Potential Payment

Death

($)

Disability

($)

Retirement

($)

Termination

without Cause

($)

Qualifying Termination

Following a Change in

Control

($)

Erik B. Nordstrom

Continued or Accelerated Vesting of Equity Awards(a)

4,166,952

4,166,952

3,861,980

3,861,980

4,266,134

Vested SERP Benefit(B)

4,220,346

8,730,232

8,730,232

8,730,232

Life Insurance Proceeds(c)

948,125

Retiree Health Care Benefit(d)

159,465

362,387

362,387

362,387

362,387

Separation Benefit(e)

Disability Insurance Benefit(f)

35,000

Executive Management Bonus(g)

Total Value of Incremental Benefits

9,494,888

4,564,339

12,954,599

12,954,599

13,358,753

Anne L. Bramman

Continued or Accelerated Vesting of Equity Awards(a)

3,853,594

3,853,594

3,853,594

Vested SERP Benefit(B)

Life Insurance Proceeds(c)

968,750

Retiree Health Care Benefit(d)

Separation Benefit(e)

400,564

400,564

Disability Insurance Benefit(f)

35,000

Executive Management Bonus(g)

Total Value of Incremental Benefits

4,822,344

3,888,594

400,564

4,254,158

Peter E. Nordstrom

Continued or Accelerated Vesting of Equity Awards(a)

4,164,912

4,164,912

3,859,940

3,859,940

4,264,094

Vested SERP Benefit(B)

5,090,904

10,018,456

10,018,456

10,018,456

Life Insurance Proceeds(c)

948,125

Retiree Health Care Benefit(d)

150,366

333,284

333,284

333,284

333,284

Separation Benefit(e)

Disability Insurance Benefit(f)

35,000

Executive Management Bonus(g)

Total Value of Incremental Benefits

10,354,307

4,533,196

14,211,680

14,211,680

14,615,834

Kenneth J. Worzel

Continued or Accelerated Vesting of Equity Awards(a)

4,701,801

4,701,801

4,744,049

Vested SERP Benefit(B)

1,494,790

Life Insurance Proceeds(c)

1,000,000

Retiree Health Care Benefit(d)

Separation Benefit(e)

549,455

549,455

Disability Insurance Benefit(f)

35,000

Executive Management Bonus(g)

Total Value of Incremental Benefits

7,196,591

4,736,801

549,455

5,293,504

Christine F. Deputy

Continued or Accelerated Vesting of Equity Awards(a)

3,623,921

3,623,921

3,665,217

Vested SERP Benefit(B)

Life Insurance Proceeds(c)

731,250

Retiree Health Care Benefit(d)

Separation Benefit(e)

308,622

308,622

Disability Insurance Benefit(f)

35,000

Executive Management Bonus(g)

Total Value of Incremental Benefits

4,355,171

3,658,921

308,622

3,973,839

NORDSTROM, INC.2019 Proxy Statement 55


(a)

Folytatás or Accelerated Vesting of Equity Awards

As of the end of fiscal year 2018, the Named Executive Officers had outstanding equity awards under our 2004 and 2010 Equity Incentive Plans. Treatment of the awards under various termination scenarios is described below.

Stock Options

Death or Disability

The stock option agreements under the Company’s 2004 and 2010 Equity Incentive Plan provide that if a participant’s employment is terminated by reason of death or disability, stock options granted more than six months prior to the termination event will immediately vest. The stock option agreements provide that if a participant’s employment is terminated by reason of death or disability, vested stock options may be exercised by the participant or participant’s beneficiary during the period ending four years after termination, provided the 10-year term of the grant has not expired.

The amounts shown in the table include the values, as of the end of fiscal year 2018, of unvested stock options that would immediately vest and be exercisable during the period ending four years after termination.

If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any confidential or proprietary information of the Company, then the post-separation vesting and exercise rights will cease immediately and all outstanding vested and unvested options under such grants will be automatically forfeited.

Retirement or Termination without Cause

The stock option agreements under the 2004 and 2010 Equity Incentive Plans generally provide that if a participant satisfies a minimum age and years of service requirement and the participant’s employment is terminated by reason of retirement or termination without cause, stock options granted more than six months prior to termination will continue to vest and may be exercised during the period ending four years after termination, provided the 10-year term of the grant has not expired. Erik Nordstrom and Peter Nordstrom qualify for this continued vesting as they have reached the minimum retirement age of 55 with at least 10 years of service. The stock option grant on June 7, 2016, under which Erik Nordstrom and Peter Nordstrom each received options to purchase 10,838 shares, does not provide for this continued vesting upon retirement or termination.

The closing price of Common Stock as of the end of the fiscal year 2018 was lower than the exercise prices of the unvested stock options that would continue to vest and be exercisable during the earlier of four years after termination or the 10-year term date of the grant. Therefore, no amounts are included in the table for Erik Nordstrom and Peter Nordstrom.

If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any confidential or proprietary information of the Company, then the post-separation vesting and exercise rights will cease immediately and all outstanding vested and unvested options under such grants will be automatically forfeited.

Qualifying Termination Following a Change in Control

The Named Executive Officers are not entitled to any payment or accelerated benefit upon a change in control with respect to their awards. However, under the 2010 Equity Incentive Plan, a Named Executive Officer will generally be entitled to accelerated vesting if the executive experiences a qualifying termination (termination by the Company without cause or termination by the executive for good reason) within 12 months following a change in control of the Company, unless the Compensation Committee acts to prevent acceleration or the award is of a type which would continue in effect notwithstanding the occurrence of the change in control. Generally, a change in control occurs upon:

the merger or consolidation of the Company with or into another entity;

the sale, transfer or other disposition of all or substantially all the Company’s assets;

a change in composition of 50% or more of the Board; ou

any transaction as a result of which any person is the “beneficial owner” of securities of the Company representing at least 30% of the total voting power of the Company’s outstanding voting securities.

The amounts shown include the values, as of the end of fiscal year 2018, of unvested stock options that would vest if the Named Executive Officers experienced a qualifying termination within 12 months following a change in control of the Company and the Committee did not act to prevent acceleration of the awards.

56 NORDSTROM, INC.2019 Proxy Statement


Performance Share Units

Death or Disability

The performance share unit award agreement under the 2010 Equity Incentive Plan provides that if a participant’s employment is terminated before the end of a performance cycle by reason of death or disability, the participant, or participant’s beneficiary, will be entitled to a prorated payment, based on the period of time the participant worked during the performance cycle, with respect to any performance share units granted more than six months prior to termination that were earned during the performance cycle.

The 2017 grant has time remaining in its three-year performance cycle. If the performance cycle for this grant had ended as of the close of fiscal year 2018, 50% of the number granted would have been earned. Therefore, the amounts included in the table are based on a payout at 50% of the prorated number.

If, during the term of any outstanding performance cycle, the executive engages in any business competitive with the Company or divulges or improperly uses any confidential or proprietary information of the Company, then all outstanding vested but not settled and any unvested portions of the performance share unit awards will be automatically forfeited.

Retirement or Termination without Cause

The performance share unit award agreement under the 2010 Equity Incentive Plan provides that if a participant satisfies a minimum age and years of service requirement and the participant’s employment is terminated before the end of the performance cycle by reason of retirement or termination without cause, the participant will be entitled to a prorated payment, based on the period of time the participant worked during the performance cycle, with respect to any performance share units granted more than six months prior to termination that were earned during the performance cycle. Both Erik Nordstrom and Peter Nordstrom qualify for this prorated payment upon retirement as of the end of the fiscal year.

The 2017 grant has time remaining in its three-year performance cycle. If the performance cycle for this grant had ended as of the close of fiscal year 2018, 50% of the number granted would have been earned. Therefore, the amounts included in the table for Erik Nordstrom and Peter Nordstrom are based on a payout at 50% of the prorated number.

If, during the term of any outstanding performance cycle, the executive engages in any business competitive with the Company or divulges or improperly uses any confidential or proprietary information of the Company, then all outstanding vested but not settled and any unvested portions of the performance share unit awards will be automatically forfeited.

Qualifying Termination Following a Change in Control

The Named Executive Officers are not entitled to any payment or accelerated benefit upon a change in control with respect to their performance share units. However, a Named Executive Officer will generally be entitled to accelerated vesting if the executive experiences a qualifying termination (termination by the Company without cause or termination by the executive for good reason) within 12 months following a change in control of the Company, unless the Compensation Committee acts to prevent acceleration or the award is of a type which would continue in effect notwithstanding the occurrence of the change in control. See the Change in Control paragraph under Stock Options on page 56 for information about when a change in control occurs.

The 2017 grant has time remaining in its three-year performance cycle. If the performance cycle for this grant had ended as of the close of fiscal year 2018, 50% of the number granted would have been earned. Therefore, the amounts included in the table are based on a payout at 50% of the number granted.

Restricted Stock Units

Death or Disability

The restricted stock unit award agreements under the 2010 Equity Incentive Plan provide that if a participant’s employment is terminated by reason of death or disability, restricted stock units granted more than six months prior to the termination event will immediately vest.

The amounts shown in the table include the values, as of the end of fiscal year 2018, of unvested restricted stock units that would immediately vest.

If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any confidential or proprietary information of the Company, then any unvested units and any Common Stock delivered on vesting under such grants will be automatically forfeited.

Retirement or Termination without Cause

The restricted stock unit award agreements under the 2010 Equity Incentive Plan generally provide that if a participant satisfies a minimum age and years of service requirement and the participant’s employment is terminated by reason of retirement or termination without cause, restricted stock units granted more than six months prior to termination will continue to vest. The restricted stock unit grant on June 7, 2016, under which Erik Nordstrom and Peter Nordstrom each were awarded 11,145 units, does not provide for this continued vesting upon retirement or termination.

NORDSTROM, INC.2019 Proxy Statement 57


The amounts shown in the table for Erik Nordstrom and Peter Nordstrom include the values, as of the end of fiscal year 2018, of unvested restricted stock units that would continue to vest after termination. These executives qualify for this continued vesting as of the end of the fiscal year since they had each reached the minimum retirement age of 55 with at least 10 years of service.

If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any confidential or proprietary information of the Company, then any unvested units and any Common Stock delivered on vesting under such grants will be automatically forfeited.

Qualifying Termination Following a Change in Control

Under the 2010 Equity Incentive Plan, the Named Executive Officers are not entitled to any payment or accelerated benefit upon a change in control with respect to their restricted stock units. However, a Named Executive Officer will generally be entitled to accelerated vesting if the executive experiences a qualifying termination (termination by the Company without cause or termination by the executive for good reason) within 12 months following a change in control of the Company, unless the Compensation Committee acts to prevent acceleration or the award is of a type which would continue in effect notwithstanding the occurrence of the change in control. See the Change in Control paragraph under Stock Options on page 56 for information about when a change in control occurs.

The amounts shown include the values, as of the end of fiscal year 2018, of unvested restricted stock units that would vest if the Named Executive Officers experienced a qualifying termination within 12 months following a change in control of the Company and the Committee did not act to prevent acceleration of the awards.

The annual SERP benefit is paid upon retirement for the remaining life of the executive with a 50% survivor annuity paid to the surviving spouse or life partner for the remainder of their life after the executive’s death, as described in the Pension Benefits section beginning on page 51.

Death

The amounts shown are the present values of the 50% survivor annuity, payable in semi-monthly installments to the spouse or life partner of the executive, assuming the payments would begin on the date on which the executive would have attained minimum retirement age of 53, or the executive’s actual age, if older, and would continue for the remaining lifetime of the spouse or life partner. There would be no immediate payment of the benefit if the date of death preceded the executive’s earliest retirement age of 53.

Disability

No amounts are shown as none of the eligible Named Executive Officers have reached normal retirement age of 58 which is the earliest eligibility for the SERP disability benefit.

Retirement or Termination without Cause

The amounts shown in the table for Erik Nordstrom and Peter Nordstrom are the present values of their SERP benefits, reduced for early commencement, payable in semi-monthly installments, assuming the payments would begin as of the last day of fiscal year 2018. These Named Executive Officers have met the minimum retirement age of 53 with at least 10 years of service and would be eligible for early retirement with prior approval from the Board. If the Board approved early retirement, they would be entitled to a reduced SERP benefit, as described in the Pension Benefits section on page 51.

Qualifying Termination Following a Change in Control

No benefits are paid solely due to a change in control, although a change in control triggers immediate vesting and an obligation for the Company to fully fund accrued benefits through a trust. If an executive was separated from the Company after a change in control, a deferred annuity would be payable upon the executive reaching retirement age. If the separation occurred before the executive’s retirement age of 58, the benefit would be paid as a reduced early retirement benefit at age 53, or the executive’s actual age, if older. In this case, the requirement for Board approval of the early retirement is waived.

The amounts shown in the table for Erik Nordstrom and Peter Nordstrom are the present values of their SERP benefits, reduced for early commencement, payable in semi-monthly installments, assuming the payments would begin as of the last day of fiscal year 2018. These Named Executive Officers have met the minimum retirement age of 53 with at least 10 years of service and would be eligible for early retirement.

The Compensation Committee has discretion to discontinue payment of benefits under the SERP if the retired executive is found to have engaged in misconduct or in competitive behavior against the Company.

58 NORDSTROM, INC.2019 Proxy Statement


(c)

Life Insurance Proceeds

The Company provides life insurance for the Named Executive Officers of approximately 1.25 times annual base salary.

The amounts reported in the table represent the life insurance proceeds that would be payable if the Named Executive Officers had died as of the last day of the fiscal year. The premiums paid for the Company-provided life insurance are included in column (d) in the All Other Compensation in Fiscal Year 2018 table on page 44.

(d)

Retiree Health Care Benefit

The Company provides continued health care coverage for the eligible Named Executive Officers if they separate from the Company after age 55 with at least 10 years of service. These benefits include medical, behavioral health/substance abuse, vision, prescription drug and dental coverage. The Named Executive Officers and their spouses or life partners and eligible dependents would be covered under the retiree health plan, and the executive and the Company would continue to share in the cost of the insurance premium. Coverage and cost sharing would continue for the surviving spouse or life partner and eligible dependents after the executive’s death. Effective November 1, 2013, the retiree health plan was closed to new entrants.

The amounts in the table for Erik Nordstrom and Peter Nordstrom are the present values of the health care cost that would be payable by the Company if they had separated on the last day of the fiscal year. Erik Nordstrom and Peter Nordstrom have met the minimum retirement age of 55 with at least 10 years of service and would be eligible for retirement. Assumptions used in determining these amounts include a discount rate of 4.33% and the RP2014 White Collar, Fully Generational Mortality Table with projection scale MP2018.

An executive who is terminated for cause, as determined by the Company in the exercise of its discretion in accordance with the Plan, is not eligible to receive the retiree health care benefit.

Under the Leadership Separation Plan, Anne Bramman, Kenneth Worzel and Christine Deputy are eligible to receive benefits upon involuntary termination of employment by the Company due to job elimination. Erik Nordstrom and Peter Nordstrom are not eligible for separation benefits under the Plan. The benefits for eligible employees are based on leadership level and years of service, and include:

lump sum cash payment for severance: one month of base salary per year of service, with a minimum of 6 months up to a maximum of 12 months. This is reduced by an amount equal to the participant’s gross monthly SERP benefit multiplied by the number of months used to calculate the severance payment, if applicable;

lump sum cash payment for health coverage: the cost of the Company-paid portion of the employee’s currently elected health coverage for 12 months, unless the employee is eligible for and elects the retiree health care benefit, as described in footnote (d) above; et

six months of outplacement services.

The potential separation benefits for the Named Executive Officers are shown below.

Név

Separation

Fizetés

($)

Company-Paid

Portion of

Medical Benefits

($)

Cost of

Outplacement

Szolgáltatások

($)

Total Separation

Benefit

($)

Erik B. Nordstrom

Anne L. Bramman

387,500

8,864

4,200

400,564

Peter E. Nordstrom

Kenneth J. Worzel

533,333

11,922

4,200

549,455

Christine F. Deputy

292,500

11,922

4,200

308,622

Under the Leadership Separation Plan, the Company may provide the executive with additional separation benefits, in cash or in kind, to assist the executive in the transition from active employee status. To receive any benefits under the Leadership Separation Plan, the Named Executive Officer must sign a release in which the executive agrees, among other things, not to disclose to anyone at any time any confidential information acquired during employment with the Company, and not to publish any statement, or instigate, assist or participate in the making or publication of any statement which is disparaging or detrimental in any way to the Company, except in each case as required by applicable law.

(f)

Disability Insurance Benefit

The Company provides long-term disability insurance for the Named Executive Officers. The amount reported in the table for each Named Executive Officer is the long-term disability benefit provided of up to $35,000 per month. The premiums for the Company-provided disability insurance are included in column (d) in the All Other Compensation in Fiscal Year 2018 table on page 44.

NORDSTROM, INC.2019 Proxy Statement 59


(g)

Executive Management Bonus

The performance period under the Executive Management Bonus Plan is the fiscal year. Therefore, a termination event that occurred on the last day of the fiscal year would not result in any additional or accelerated benefits under this Plan. However, if an employee died, became disabled or retired (after having met certain age and years of service requirements) during the fiscal year, the Compensation Committee would have the sole discretion to determine what amounts, if any, an executive would remain eligible to receive as a performance-based bonus award. Any bonus award would be prorated to reflect the period of service during the fiscal year.

Pay Ratio Disclosure

In August 2015, the SEC issued final rules implementing the provision of the Dodd-Frank Act that requires U.S. publicly traded companies to disclose the ratio of their Principal Executive Officer’s compensation to that of their median employee. For this required disclosure, Erik Nordstrom, Co-President, is considered to be our Principal Executive Officer (“PEO”).

For fiscal year 2018:

the annual total compensation of Erik Nordstrom was $4,451,746; et

the estimated median of the annual total compensation of all employees of our Company, other than Erik Nordstrom, was $34,454.

Based on this information, for 2018 the ratio of the annual total compensation of Erik Nordstrom, our Co-President and PEO, to the median of the annual compensation of all employees was 129 to 1.

The SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee population and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio that we have reported.

To identify the median employee, we used the total compensation as reported on the 2018 W-2 for all of our U.S. employees, excluding our PEO, and the Canadian equivalent T4 for all of our Canadian employees, who were employed by us on February 2, 2019, the last day of our fiscal year. We included full-time, part-time, seasonal and temporary employees and did not annualize the compensation for our permanent full-time and part-time employees who were not employed with us for the entire fiscal year. We applied a Canadian to U.S. dollar exchange rate to the compensation elements paid in Canadian currency. Similar to other large retail companies, a significant portion of our workforce is employed on a part-time and seasonal basis. As of the end of fiscal year 2018, approximately 38,000 of our 67,000 employees – or 57% of our workforce – were either part-time or seasonal.

After identifying the median employee, we calculated annual total compensation for the median employee using the same methodology we used for determining total compensation for our Named Executive Officers as shown in the 2018 Summary Compensation Table on page 42.

60 NORDSTROM, INC.2019 Proxy Statement


PROPOSAL 3

ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION

The Board recommends a vote FOR this proposal.

The Company is providing shareholders with an advisory (nonbinding) vote on the compensation program of our Named Executive Officers as disclosed in this Proxy Statement. At the 2017 Annual Meeting of Shareholders, over 95% of the votes cast approved our Board’s recommendation to hold advisory votes on an annual basis.

la 2018 Annual Meeting of Shareholders, over 90% of the votes cast were supportive of our compensation program. The Compensation Committee recognizes this support of the compensation program for our Named Executive Officers and continues to apply the same pay and benefits philosophy which underlies our pay-for-performance philosophy.

Compensation Program Highlights

As described in the Compensation Discussion and Analysis beginning on page 29, our Named Executive Officers are rewarded when defined performance milestones are achieved and when value is created for our shareholders. Our Compensation Committee and Board believe that our compensation program is effective in implementing our executive compensation philosophy and establishing a solid link between compensation and shareholder interests. Highlights of our compensation program include the following:

We deliver the majority of compensation through a pay-for-performance framework where incentives are based on achieving results. Legalább 70% of the value of the targeted compensation package for each of our Named Executive Officers is weighted toward pay-for-performance and variable compensation to reinforce our philosophy of compensating our executives when they and the Company are successful in ways that support shareholder interests.

Each year, the Compensation Committee establishes the performance-based bonus measures that focus executives on the most important Company objectives. Ban ben 2018, Named Executive Officers had the following measures:

Incentive Adjusted Return on Invested Capital (“Incentive Adjusted ROIC”) to ensure our overall performance aligns directly with shareholder returns over the long term. The measure is expressed as a threshold that must be met before any payout can be made on Incentive EBIT results to ensure our executives are rewarded only after earnings generate meaningful returns for our shareholders;

Incentive Earnings Before Interest and Income Tax Expense (“Incentive EBIT”) to emphasize the importance of earnings and its role in driving shareholder value. Erik Nordstrom, Peter Nordstrom and Blake Nordstrom each had this performance measure weighed at 100%, subject to the achievement of the Incentive Adjusted ROIC threshold. Anne Bramman, Kenneth Worzel and Christine Deputy each had this performance measure weighed at 67%, again subject to the achievement of the Incentive Adjusted ROIC threshold; et

Individual Measure to enable differentiation in bonus payout opportunity based on individual contributions and execution against goals. This measure was added for fiscal year 2018 for Anne Bramman, Kenneth Worzel and Christine Deputy. The individual bonus measure accounted for 33% of the total bonus opportunity for these Named Executive Officers.

The Committee references the 50th percentile of our retail peer group when assessing the Named Executive Officers’ targeted level of total direct compensation (base salary + performance-based bonus + long-term incentives). The market information is considered a reference point rather than policy for reviewing competitiveness.

We maintain meaningful executive stock ownership guidelines so that our executives’ interests, as shareholders, are aligned with our broader shareholder base.

We have an executive compensation clawback policy that applies to performance-based compensation.

Our Compensation Committee has retained and directs an independent compensation consultant.

We do not have employment agreements with our executives.

We do not provide tax gross-ups, except those related to relocation expenses when an executive must move to assume Company responsibilities.

We do not allow stock option grant repricing or backdating, nor do we grant options below 100% of fair market value.

We have a derivative and hedging policy that prohibits Directors and Executive Officers (as well as other key insiders and their immediate families) from engaging in hedging transactions with respect to any equity securities of the Company held by them.

We have restrictions on pledging of Common Stock.

NORDSTROM, INC.2019 Proxy Statement 61


We are asking our shareholders to indicate their support for our Named Executive Officers’ compensation as described in this Proxy Statement.

This proposal gives our shareholders the opportunity to express their views on the compensation of our Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the 2019 Annual Meeting: “RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure in this Proxy Statement.”

Our Board has adopted a policy of annual executive compensation advisory votes. As an advisory vote, this proposal is not binding on the Company. However, our Compensation Committee and Board value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions regarding the Company’s Named Executive Officers.

62 NORDSTROM, INC.2019 Proxy Statement


EQUITY COMPENSATION PLANS

The following table provides information as of the fiscal year ended February 2, 2019 about Common Stock that may be issued upon the exercise of options and rights that have been or may be granted to employees and members of the Board under all of the Company’s existing equity compensation plans.

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

(1) (#)

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

(2) ($)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities to be issued as reflected in column (1))

(3) (#)

Equity compensation plans approved by the Company’s shareholders (a)

12,581,984

(B)

53

14,615,907

(c)

Equity compensation plans not approved by the Company’s shareholders (d)

8,092

5

TOTAL

12,590,076

53

14,615,907

(a)

Consist of the 2004 and 2010 Equity Incentive Plans, the Employee Stock Purchase Plan and the 2002 Nonemployee Director Stock Incentive Plan. Performance share units and restricted stock units do not have an exercise price and therefore have been excluded from the weighted average exercise price calculation in column (2).

(B)

Includes 43,910 of deferred Director awards and 110,631 related to deferred performance share units.

(c)

Includes 12,541,502 shares from the 2010 Equity Incentive Plan, 1,814,978 shares from the Employee Stock Purchase Plan and 259,427 shares from the 2002 Nonemployee Director Stock Incentive Plan.

(d)

Consist of plans created in connection with our subsidiaries.

NORDSTROM, INC.2019 Proxy Statement 63


PROPOSAL 4

APPROVAL OF THE NORDSTROM, INC. 2019 EQUITY INCENTIVE PLAN

The Board recommends a vote FOR this proposal.

Shareholders are being asked to vote on a proposal to approve the adoption of the Nordstrom, Inc. 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan is intended to be a successor to the existing 2010 plan (the “2010 Equity Incentive Plan”) for employees, which expires in 2020, and the existing 2002 Nonemployee Director Stock Incentive Plan for directors (“2002 Director Plan” and together with the 2010 Equity Incentive Plan, “Prior Plans”). If the 2019 Plan is approved by the shareholders, no future grants will be made under the Prior Plans.

The Company has granted equity awards to its employees and directors under Nordstrom equity compensation plans since 1977. All of these plans, with the exception of the Prior Plans, have expired. The Company wishes to replace the Prior Plans to ensure that the Company has sufficient shares available to continue its long-held approach to pay for performance through granting equity to its employees and nonemployee directors, and to incorporate terms for future grants that reflect current best practices in executive compensation. The Company’s pay for performance philosophy is described in the Compensation Discussion and Analysis beginning on page 29.

The 2019 Plan was approved by the Board on February 27, 2019 and will become effective upon its adoption by the shareholders.

The terms of the 2019 Plan will:

reserve for issuance by the Company 9,500,000 shares;

require each share issued as part of a full-value award, such as a grant of unrestricted shares, restricted shares, restricted stock units or performance share units, and dividend equivalents to count as 1.6 shares for purposes of determining shares remaining available for grant. Under the 2010 Equity Incentive Plan, full-value awards were counted as 1.6 shares, while under the 2002 Director Plan such awards were counted as 1 share;

prohibit liberal share recycling as shares not issued as a result of the net settlement of an outstanding stock appreciation right or stock option; shares used to pay the exercise price or withholding taxes related to an outstanding award; or shares repurchased on the open market with the proceeds of a stock option exercise price will not be returned to the 2019 Plan;

provide for “double trigger” rather than “single trigger” accelerated vesting, meaning awards will be accelerated as the result of a change in control where the participant’s employment is involuntarily terminated or the participant terminates for “good reason” within 12 months following a change of control and with respect to performance-based awards allow for acceleration of vesting at target if actual performance cannot be determined upon a qualifying termination;

establish one year as the minimum period for vesting of all awards, provided that the Compensation Committee (“Committee”) may grant awards that vest in less than one year if the total number of such shares does not exceed 5% of the available shares authorized for issuance under the 2019 Plan. Under the 2010 Equity Incentive Plan, this 5% limit applied only to grants of Unrestricted Shares;

prohibit the issuance of dividends or dividend equivalents on stock options and stock appreciation rights and prohibit delivery of dividends or dividend equivalents on all other types of awards unless such awards are earned and vested;

subject all awards to the Company’s clawback policy as described on page 40; et

prohibit the transfer of awards, except in the context of death or otherwise required by law, or as approved by the Committee.

Shares Available under Plans

We currently have shares available for grant under two existing equity incentive plans:

2002 Nonemployee Director Stock Incentive Plan with 257,883 shares available as of our record date, March 15, 2019. Once the 2019 Plan is approved by the shareholders, the 2002 Director Plan will be terminated, and therefore no additional shares will be granted from it.

2010 Equity Incentive Plan with 9,103,009 shares available as of March 15, 2019. Once the 2019 Plan is approved by the shareholders, the 2010 Equity Incentive Plan will be terminated, and therefore no additional shares will be granted from it.

2019 Equity Incentive Plan Upon approval by the shareholders, the 2019 Plan will have 9,500,000 shares available for grant, plus the additional shares that may become available if outstanding awards are forfeited under the 2010 Equity Incentive Plan and the expired 2004 Equity Incentive Plan.

64 NORDSTROM, INC.2019 Proxy Statement


The following table shows information regarding outstanding options and full-value awards as of March 15, 2019 under the Company’s 2002 Nonemployee Director Stock Incentive Plan, 2004 Equity Incentive Plan and the 2010 Equity Incentive Plan.

Outstanding Options

(#)

Weighted Average Exercise Price

($)

Weighted Average Remaining Years of Contractual Life

(#)

Unvested Full Value Awards

(#)

9,245,495

52.34

4.93

4,606,812*

*

Includes restricted stock units and performance share units granted at maximum. Each outstanding full value award reduces the shares available for grant under the 2010 Equity Incentive Plan by 1.6 shares.

Summary of 2019 Plan Terms

The following is a summary of the 2019 Plan, a complete copy of which has been filed with the Securities and Exchange Commission as Appendix B to this Proxy Statement and is also available on the SEC’s website at www.sec.gov. This summary is qualified in its entirety by the actual terms of the 2019 Plan, which are incorporated herein by this reference.

Participants

Eligible participants include the Company’s and its subsidiaries’:

The 2019 Plan is broad enough to cover all of the Company’s and its subsidiaries’ approximately 67,000 full- or part-time employees and nonemployee directors. The Company currently grants equity to approximately 650 eligible employees, approximately 480 of our highest-performing sales people and its nonemployee directors.

Purpose

The purpose of the 2019 Plan is to promote the long-term success of the Company and its subsidiaries and the creation of shareholder value by:

motivating participants to focus on the Company’s critical long-range objectives;

encouraging the attraction and retention of employees and nonemployee directors; et

aligning participant and shareholder interests through stock ownership.

Administration

The Committee will administer the 2019 Plan, except that it may also appoint a secondary Board committee or one or more senior executive officers to administer the 2019 Plan with respect to employees who are not considered executive officers under Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Committee may delegate certain day-to-day administrative duties under the 2019 Plan to the Company’s Compensation department (or similar department).

Awards

The types of awards that may be made under the 2019 Plan are:

options to purchase shares of Common Stock;

stock appreciation rights;

unrestricted shares of Common Stock;

restricted shares of Common Stock;

restricted stock units; et

performance share units.

Share Limits and Vesting Requirements

The limit on the number of shares of Common Stock that may be delivered under the Plan through the issuance of any type of award may not exceed (i) 9,500,000 plus (ii) any shares currently underlying awards outstanding under the 2010 Equity Incentive Plan and 2004 Equity Incentive Plan but which are forfeited or which expire without exercise during the term of the 2019 Plan.

NORDSTROM, INC.2019 Proxy Statement 65


The maximum number of shares that will be available for grant under the 2019 Plan is subject to reduction by 1.6 shares for each share that is delivered in settlement of an award of unrestricted shares, restricted shares, restricted stock units, performance share units, dividends and dividend equivalents. When a share is delivered in settlement of one of the foregoing types of awards, the maximum is reduced by 1.6 shares and when a share is delivered in settlement of an option or a stock appreciation right, the maximum is reduced by one share.

All awards granted under the Plan shall vest no earlier than the first anniversary of the date of grant provided that up to 5% of the authorized shares under the Plan (including all unrestricted shares of Common Stock) may be granted without this limit.

The 2019 Plan sets forth limits on the number of shares of Common Stock that may be granted pursuant to an award to any participant in a single fiscal year, as follows. No participant may receive:

options to purchase more than 500,000 shares of Common Stock;

more than 500,000 stock appreciation rights;

more than 100,000 unrestricted shares of Common Stock;

more than 500,000 restricted shares of Common Stock;

more than 500,000 restricted stock units; ou

more than 500,000 performance share units.

Opciók

Options may be incentive stock options that qualify for favorable tax treatment for the optionee under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) or nonqualified stock options not designed to qualify for favorable tax treatment. Incentive stock options may only be granted to employees. Each option agreement will specify the type of option and the date or event when all or any installment of the option is to become exercisable. The Company has historically granted nonqualified options with a four-year vesting period. The option agreement will also specify the term of the option, provided, however, that the term of an option will in no event exceed 10 years from the date of grant. An option agreement may provide for accelerated exercisability in the event of the optionee’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the optionee’s service.

The exercise price of an option may not be less than 100% of the fair market value of Common Stock on the date of grant. Options may not be repriced.

At the Committee’s discretion, the exercise price of an option may be paid with:

the delivery of outstanding shares of Common Stock;

the cashless exercise method through a broker;

a net exercise method through a broker; ou

a combination of these methods.

No dividend or dividend equivalent rights shall accrue or be paid with respect to options.

Stock Appreciation Rights

Stock appreciation rights may be granted with such terms and conditions as may be determined by the Committee provided, however, that the term of a stock appreciation right may not exceed 10 years from the date of grant. Each grant will be evidenced by a stock appreciation rights agreement, which will specify the number of shares of Common Stock to which the right pertains. The agreement will also specify the exercise price, the date when all or any installment is to become exercisable and the term of the stock appreciation right. The agreement may provide for accelerated exercisability in the event of the optionee’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the optionee’s service. Stock appreciation rights may be awarded in combination with options, and such an award may provide that the stock appreciation rights will not be exercisable unless the related options are forfeited.

At the Committee’s discretion, upon exercise of a stock appreciation right, the participant (or person having the right to exercise the right after his or her death) will receive:

shares of Common Stock; ou

any combination of both.

66 NORDSTROM, INC.2019 Proxy Statement


The exercise price of a stock appreciation right may not be less than 100% of the fair market value of Common Stock on the date of grant. Stock appreciation rights may not be repriced.

No dividend or dividend equivalent rights shall accrue or be paid with respect to stock appreciation rights.

Unrestricted Shares

Shares not subject to vesting may be awarded for such consideration, consisting of any tangible or intangible property or benefit to the Company, including services performed and contracts for services, as the Committee may determine.

Restricted Shares

Restricted shares may be granted with such terms and conditions as the Committee may determine. These restricted shares may be awarded for such consideration, consisting of any tangible or intangible property or benefit to the Company, including services performed and contracts for services, as the Committee may determine.

Each award of restricted shares will be subject to vesting. Vesting will occur, in full or in installments, upon satisfaction of the conditions specified in the restricted share agreement. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company equal or exceed a target determined in advance by the Committee. A restricted share agreement may provide for accelerated vesting in the event of the recipient’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the recipient’s service.

The holders of restricted shares will have the voting, dividend and other rights as set forth in their restricted share agreement, and may have the same voting, dividend or other rights as the Company’s other shareholders provided that any dividends accrued on restricted shares shall be held in escrow by the Company and shall only be paid if and when restricted shares vest, in cash or in shares of unrestricted Common Stock having a fair market value equal to the amount of such dividends. Common Stock distributed to the holder of restricted shares on account of a stock split or stock dividend will be subject to restrictions and risk of forfeiture to the same extent as the restricted shares with respect to which such Common Stock has been distributed.

Restricted Stock Units

Restricted stock units may be granted with such terms and conditions as the Committee may determine. Each award of restricted stock units will be subject to vesting. Vesting will occur, in full or in installments, upon satisfaction of the conditions specified in the restricted stock unit agreement. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company exceed a target determined in advance by the Committee. A restricted stock unit agreement may provide for accelerated vesting in the event of the recipient’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the recipient’s service.

The holders of restricted stock units will not have voting or dividend rights. Prior to settlement or forfeiture, any restricted stock unit may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right will entitle the holder to be paid an amount in cash or stock equal to the dividends that would have been paid if the restricted stock units had been issued and outstanding shares of Common Stock as of the record date for the payment of dividends, subject to applicable withholding taxes, if and when the restricted stock units vest.

At the discretion of the Committee, settlement of vested units may be made in the form of:

shares of Common Stock (unrestricted or restricted shares); ou

any combination of both.

Performance Share Units

Performance share units may be granted with such terms and conditions as the Committee may determine. Performance share units are designated in shares of Common Stock.

Each award of performance share units will be subject to vesting. Vesting will occur, in full or in installments, upon satisfaction of the conditions specified in the performance share unit agreement. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company exceed a target determined in advance by the Committee. A performance share unit agreement may provide for accelerated vesting in the event of the recipient’s death, disability or retirement and may provide for expiration prior to the end of the performance period in the event of the termination of the recipient’s service.

NORDSTROM, INC.2019 Proxy Statement 67


A holder of performance share units will have no rights to dividends and will not be entitled to vote such units. Prior to settlement or forfeiture, any performance share unit may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right will entitle the holder to receive, if and when the applicable performance share units vest, an amount in cash or stock equal to the dividends that would have been paid if the performance share units had been settled in shares of Common Stock on or before the record date for any dividends declared on the Company’s Common Stock, subject to applicable withholding taxes.

At the discretion of the Committee, settlement of vested performance share units may be made in the form of:

shares of Common Stock; ou

any combination of both.

Change in Control

Under the 2019 Plan the vesting and exercisability of the awards will accelerate, in whole or in part, upon (i) a “qualifying termination” within 12 months following (ii) a change in control. A “qualifying termination” means an involuntary, employer-initiated termination without cause or a voluntary termination for good reason. Upon a change in control, the Committee may also allow for a cash payment or for the assumption, substitution or exchange of any or all outstanding awards.

Federal Income Tax Consequences

The tax consequences of the 2019 Plan are complex, and the following discussion deals only with general tax principles applicable to the 2019 Plan under federal law.

Incentive stock options are options which under certain circumstances and subject to certain tax restrictions, have special tax benefits for employees under the Internal Revenue Code. Nonqualified stock options are options which do not receive such special tax treatment.

When the Committee grants an incentive stock option and when the participant exercises an incentive stock option and acquires Common Stock, the participant realizes no taxable income and the Company can claim no deduction. (However, the differences between the fair market value of the shares upon exercise and the exercise price is an item of tax preference subject to the possible application of the alternative minimum tax.) If the participant disposes of the stock before two years from grant or one year from exercise of the incentive stock option (a disqualifying disposition), any gain will be deemed compensation and taxed as ordinary income to the extent of the lesser of:

the spread between the option price and the fair market value of the stock at exercise; ou

the difference between the sale price and the exercise price.

If a disqualifying disposition occurs, the Company can claim a deduction equal to the amount treated as compensation. If one- and two-year holding periods are satisfied, any gain realized when the shares are sold will be treated as capital gain, and the Company will receive no corresponding tax deduction.

When the Committee grants a nonqualified stock option, the participant realizes no taxable income and the Company can claim no deduction. On exercise of a nonqualified stock option, the participant realizes ordinary income to the extent of the spread and the Company can claim a tax deduction for the same amount.

When the Committee grants a stock appreciation right, the participant realizes no taxable income and the Company can claim no deduction. The cash or fair market value of stock received on a stock appreciation right exercise is taxed to the participant at ordinary income rates. The Company can claim a tax deduction in the same amount at such time.

Upon grant of unrestricted shares, the participant realizes ordinary income equal to the fair market value of the Common Stock on the date of grant and the Company can generally claim a tax deduction for the same amount.

Grants of restricted shares are generally not taxable to participants at the time of grant and the Company generally claims no deduction at that time. The Company receives a deduction and the participant recognizes taxable income equal to the fair market value of the stock at the time the restrictions lapse (i.e., at the time the restricted shares vest), unless the participant elects, within thirty days of notification of the award, to recognize the income on the award date, in accordance with Code Section 83(b) (an “83(b) election”). If the participant makes an 83(b) election, the Company receives a corresponding deduction at the time of grant. Any dividends received on restricted shares prior to the date the participant recognizes income on the stock are taxable compensation income when received and the Company is entitled to a corresponding tax deduction at such time.

The grant of restricted stock units and performance share units generally does not result in taxable income to the participant. Upon vesting, the number of shares issued or cash paid is treated as ordinary income, and the Company is entitled to a corresponding tax deduction at such time.

68 NORDSTROM, INC.2019 Proxy Statement


New Plan Benefits

The Committee has full discretion to determine the number and amount of options, stock appreciation rights, unrestricted and restricted shares, and restricted share units and performance share units to be granted to participants, subject to the annual limitations described on page 66. Therefore, the benefits and amounts that will be received by each of the Named Executive Officers, the executive officers as a group, nonemployee directors and all other employees under the 2019 Plan are not presently determinable. The fair market value as of the close of trading on March 15, 2019 was $43.74 per share.

Term, Termination and Amendment

The 2019 Plan will remain in effect for a period of 10 years unless earlier terminated by the Board. The Board may, at any time and for any reason, amend the 2019 Plan. An amendment of the Plan will be subject to the approval of the Company’s shareholders to the extent required by applicable laws, regulations or rules.

NORDSTROM, INC.2019 Proxy Statement 69


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership Table

The following table shows the amount of Common Stock beneficially owned (unless otherwise indicated) by holders of more than 5% of the outstanding shares of Common Stock, by our Directors, by the Named Executive Officers, and by all Directors and Executive Officers of the Company as a group. Except as otherwise noted, all information is as of March 15, 2019.

Name of Beneficial Owner

Amount and Nature of

Beneficial Ownership

(#)

Percent of

Ownership

(%)

(a)

Bruce A. Nordstrom

1617 Sixth Avenue

Seattle, Washington 98101-1707

25,241,278

16.29

(B)

Anne E. Gittinger

1617 Sixth Avenue

Seattle, Washington 98101-1707

15,403,689

9.94

(c)

Peter E. Nordstrom

3,389,278

2.18

(d)

Erik B. Nordstrom

3,177,793

2.04

(e)

Kenneth J. Worzel

153,852

*

(f)

Anne L. Bramman

18,396

*

(g)

Christine F. Deputy

61,212

*

(h)

Philip G. Satre

87,196

*

(i)

B. Kevin Turner

36,720

*

(j)

Brad D. Smith

18,585

*

(k)

Gordon A. Smith

17,779

*

(l)

Shellye L. Archambeau

17,175

*

(M)

Bradley D. Tilden

12,783

*

(n)

Tanya L. Domier

12,062

*

(o)

Stacy Brown-Philpot

8,100

*

(p)

Kirsten A. Green

772

*

(q)

Glenda G. McNeal

772

*

(r)

Directors and Executive Officers as a group (21 persons)

8,164,921

5.21

Other >5% Security Holders

(s)

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

13,686,020

8.83

*

Does not exceed 1% of the Company’s outstanding Common Stock.

70 NORDSTROM, INC.2019 Proxy Statement


Amount and nature of beneficial ownership includes:

10,243,647 shares owned by him directly;

355 nonvoting deferred stock units. The stock units are convertible into Common Stock and payable upon the occurrence of certain events;

261,776 shares owned by his wife individually;

8,490,560 shares held by trusts of which he is a trustee and beneficiary; et

6,244,940 shares held by trusts of which he is a co-trustee and for which he has shared voting and dispositive power. Mr. Nordstrom is a contingent remainderman with respect to these trusts, but disclaims any beneficial ownership with respect to the shares of Common Stock held in the trusts.

Amount and nature of beneficial ownership includes:

13,844,023 shares owned by her directly;

4,466 shares held by her in the Company’s 401(k) Plan; et

1,555,200 shares held by a trust of which she is a trustee and beneficiary.

Does not include:

5,501,520 shares held by a trust of which she is the beneficiary, but over which she holds no voting or investment power and which are reported as beneficially owned by her brother, Bruce A. Nordstrom.

(c) Peter E. Nordstrom

Amount and nature of beneficial ownership includes:

2,471,488 shares owned by him directly, of which 230,000 shares are pledged as collateral for loans and are in compliance with the Company’s policy regarding pledging;

32,330 shares held by him in the Company’s 401(k) Plan;

502,727 shares that may be acquired by him through stock options exercisable within 60 days after March 15, 2019;

175,533 shares owned by his wife individually;

445 shares held by his wife in the Company’s 401(k) Plan;

49,060 shares held by trusts of which he is the trustee; et

157,695 shares held by trusts of which he is the trustee, for which he has sole voting and dispositive power and for which he disclaims beneficial ownership.

(d) Erik B. Nordstrom

Amount and nature of beneficial ownership includes:

2,583,088 shares owned by him directly, of which 457,582 shares are pledged as collateral for loans and are in compliance with the Company’s policy regarding pledging;

24,802 shares held by him in the Company’s 401(k) Plan;

502,727 shares that may be acquired by him through stock options exercisable within 60 days after March 15, 2019;

42,646 shares owned by his wife individually; et