UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) February 22, 2006
NORDSTROM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 001-15059 91-0515058
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
1617 SIXTH AVENUE, SEATTLE, WASHINGTON 98101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (206) 628-2111
INAPPLICABLE
(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2 below):
___ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
___ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Named Executive Officer Compensation
On February 22, 2006 the Compensation Committee (the "Committee") of the
Board of Directors of Nordstrom, Inc. (the "Company") approved the following
executive compensation actions relative to the Company's Named Executive
Officers (as defined in Regulation S-K item 402(a)(3)):
2006 2006-09
2005 Stock Option Performance Share 2006
Named Executive Bonus Grants (#) Unit Awards (#) Base Salary
Officer (1) (2) (3) (4)
-----------------------------------------------------------------------------
Blake W. Nordstrom
President $1,506,680 49,048 8,720 $700,000
Peter E. Nordstrom
Executive Vice
President $1,184,091 31,531 5,606 $490,000
Erik B. Nordstrom
Executive Vice
President $1,184,091 31,531 5,606 $490,000
Michael G. Koppel
Executive Vice President
and Chief Financial
Officer $ 489,368 28,728 5,107 $440,000
James O'Neal
Executive Vice
President $ 488,246 22,495 3,999 $385,000
(1) The 2005 cash bonuses were determined based on the achievement of pre-
established performance measures set by the Compensation Committee under the
shareholder approved Nordstrom, Inc. Executive Management Group Bonus Plan.
(2) Stock options were granted pursuant to the terms of the Nordstrom, Inc.
2004 Equity Incentive Plan (the "Plan"). Stock option grants have a term of
ten years with an exercise price of $40.27, the closing sales price of the
Company's Common Stock on February 22, 2006, as reported on the New York
Stock Exchange, and vesting occurs at the rate of 25% annually beginning
one year from the date of grant.
(3) Performance Share Units (PSUs) are awarded pursuant to the terms of the
Nordstrom, Inc. 2004 Equity Incentive Plan. PSUs entitle the participant to
settle in shares of Company Common Stock or cash in lieu thereof upon the
achievement of such performance goals as may be established by the
Compensation Committee at the time of grant based on any one or combination
of certain performance criteria enumerated in the Plan. 2006-2009 PSUs are
earned over a three-year period. The percentage of PSUs granted that will
actually be earned at the end of the three-year period is based upon the
Company's total shareholder return compared to the total shareholder return
of companies in a pre-defined group of retail peers. Additionally, PSUs will
only be earned if the Company's total shareholder return for the period is
positive. The form of 2006-09 Performance Share Unit Notice and Award
Agreement is attached hereto as Exhibit 10.1.
(4) Represents Named Executive Officers' base salaries effective April 1,
2006 set by the Compensation Committee on February 22, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORDSTROM, INC.
By: /s/ David L. Mackie
--------------------
David L. Mackie
Vice President, Real Estate
and Corporate Secretary
Dated: February 28, 2006
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
10.1 Form of 2006 Performance Share Unit Notice and Performance Share
Unit Award Agreement
10.2 Nordstrom, Inc. Executive Management Group Bonus Plan,
incorporated by reference to Registrant's definitive proxy
statement filed with the Commission on April 15, 2004.
10.3 Nordstrom, Inc. 2004 Equity Incentive Plan, incorporated by
reference to Registrant's definitive proxy statement filed
with the Commission on April 15, 2004.