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Shareholders' Equity
12 Months Ended
Jan. 28, 2023
Stockholders' Equity Note [Abstract]  
Shareholders' Equity
NOTE 10: SHAREHOLDERS’ EQUITY
We have certain limitations with respect to the payment of dividends and share repurchases under our Revolver agreement (see Note 5: Debt and Credit Facilities).
Share Repurchases
Changes in the number of issued and outstanding shares of our common stock in 2022, 2021 and 2020 are the result of share repurchases and compensation plan issuances (see Note 9: Stock-based Compensation).
In May 2022, our Board of Directors authorized a new program to repurchase up to $500 of our outstanding common stock, with no expiration date, which replaced the August 2018 program. The following is a summary of the activity related to our share repurchase programs in 2022, 2021 and 2020:
Shares
Average price
per share
Amount
Capacity at February 1, 2020$707 
Shares repurchased— — — 
Capacity at January 30, 2021707 
Shares repurchased— — — 
Capacity at January 29, 2022707 
August 2018 program termination(707)
May 2022 program authorization (no expiration)500 
Shares repurchased2.8 $22 (62)
Capacity at January 28, 2023 $438 
Dividends
We paid dividends of $0.76 per share in 2022, none in 2021 and $0.37 per share in 2020. In February 2023, subsequent to year end, we declared a quarterly dividend of $0.19 per share, which will be paid on March 29, 2023 to shareholders of record as of March 14, 2023.
Rights Plan
In September 2022, our Board of Directors approved a shareholder rights agreement and declared a dividend of one right for each outstanding share of Nordstrom common stock to shareholders of record on September 30, 2022. Each right entitles holders to purchase one newly issued share of Nordstrom common stock at an exercise price of $94 per right, subject to adjustment. Initially, the rights are not exercisable and trade with our shares of common stock.
In general, the rights become exercisable following a public announcement that a person acquires 10% or more of the outstanding shares of Nordstrom common stock. If the rights are exercised, each holder (except the acquiring person) will have the right to receive common stock equal to two times the exercise price of the right. The Company may redeem the rights for $0.001 per right anytime prior to the rights becoming exercisable. The agreement also provides for exceptions and additional terms for other certain situations and circumstances.
The Rights Plan is intended to protect the interests of Nordstrom and its shareholders by reducing the likelihood that any entity, person or group gains control of the Company through open-market accumulation or other means without payment of an adequate control premium and expires September 19, 2023, unless redeemed, exchanged or terminated earlier by our Board of Directors. There is currently no impact to our Consolidated Financial Statements.