UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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ITEM 8.01 Other Events
On April 18, 2024, Nordstrom, Inc. (the “Company”) issued a press release announcing that its Board of Directors has formed a special committee (the “Special Committee”) of independent and disinterested directors in response to interest expressed by Erik and Pete Nordstrom, the Company’s chief executive officer and president, respectively, in exploring a potential transaction pursuant to which the Company would become a private company. The Special Committee will carefully evaluate any proposal from Erik and Pete Nordstrom and any proposals from other parties and consider whether they are in the best interests the Company and all shareholders. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In connection with Erik and Pete Nordstrom’s consideration of a possible transaction with the Company, the Company entered into a Nondisclosure Confidentiality Agreement (the “NDA”) with Erik and Pete Nordstrom (and certain related trusts) on April 17, 2024. The NDA is attached hereto as Exhibit 99.2 and incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated as of April 18, 2024 | |
| 99.2 | Nondisclosure Confidentiality Agreement, dated as of April 17, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORDSTROM, INC. | |
| (Registrant) | |
| /s/ Ann Munson Steines | |
| Ann Munson Steines | |
| Chief Legal Officer, | |
| General Counsel and Corporate Secretary |
Date: April 18, 2024
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