0000072333-24-000022.txt : 20240311
0000072333-24-000022.hdr.sgml : 20240311
20240311164712
ACCESSION NUMBER: 0000072333-24-000022
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240307
FILED AS OF DATE: 20240311
DATE AS OF CHANGE: 20240311
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lionello Gemma
CENTRAL INDEX KEY: 0001577503
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15059
FILM NUMBER: 24738771
MAIL ADDRESS:
STREET 1: C/O NORDSTROM, INC.
STREET 2: 1617 SIXTH AVENUE
CITY: SEATTLE
STATE: WA
ZIP: 98101
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NORDSTROM INC
CENTRAL INDEX KEY: 0000072333
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651]
ORGANIZATION NAME: 07 Trade & Services
IRS NUMBER: 910515058
STATE OF INCORPORATION: WA
FISCAL YEAR END: 0203
BUSINESS ADDRESS:
STREET 1: 1617 SIXTH AVENUE
CITY: SEATTLE
STATE: WA
ZIP: 98101-4407
BUSINESS PHONE: 2066282111
MAIL ADDRESS:
STREET 1: 1617 SIXTH AVENUE
CITY: SEATTLE
STATE: WA
ZIP: 98101
FORMER COMPANY:
FORMER CONFORMED NAME: NORDSTROM BEST INC
DATE OF NAME CHANGE: 19730611
4
1
wk-form4_1710190021.xml
FORM 4
X0508
4
2024-03-07
0
0000072333
NORDSTROM INC
JWN
0001577503
Lionello Gemma
C/O NORDSTROM, INC.
1617 SIXTH AVENUE
SEATTLE
WA
98101
0
1
0
0
President, Nordstrom Rack
0
Common Stock
2024-03-07
4
A
0
38857
0
A
78402
D
Common Stock
2024-03-10
4
F
0
3280
17.06
D
75122
D
Common Stock
26055
I
By 401(k) Plan, per Plan statement dated 2/29/2024
Performance Share Units
2024-03-07
4
A
0
42376
0
A
2027-03-10
2027-03-10
Common Stock
42376
42376
D
Restricted Stock Unit vesting in three equal annual installments commencing on March 10, 2025. The number of RSUs awarded is a function of established long-term incentive award levels, an RSU long-term incentive (LTI) percentage, and the fair value of an RSU. The fair value of an RSU is calculated as the stock price as of the effective date less the present value of Company stock dividends over the vesting period. This calculation requires the input of certain assumptions, including the risk-free interest rate and the expected Company stock dividends. The formula for determining the number of RSUs granted is: number of RSUs = (base pay x RSU LTI%) / RSU fair value.
Represents shares withheld to satisfy the tax obligation in connection with the vesting of RSUs. The transaction is exempt pursuant to Rule 16b-3(e) of the '34 Act.
Each Performance Share Unit (PSU) represents a contingent right to receive 1 share of the Company's common stock. The PSUs may be earned over a 3-year period from FY 2024 through FY 2026, depending on the achievement of certain metrics. The number of PSUs to be awarded is a function of established long-term incentive award levels, a PSU LTI% and the fair value of a PSU. The fair value of a PSU is calculated as the stock price as of the effective date less the present value of Company stock dividends over the vesting period. This calculation requires the input of certain assumptions, including the risk-free interest rate and the expected Company stock dividends. The formula for determining the number of PSUs granted is: number of PSUs = (base pay x PSU LTI%) / PSU fair value. The percentage of PSUs that will actually be earned at the end of each year within the 3-year period is based upon the Company's sales and earnings before interest and tax (EBIT) margin results over that year.
One third of the total target number of PSUs will be allocated to three separate 1-year performance cycles. The minimum percentage of PSUs that can be earned at the end of each year is 0% and the maximum is 175% based on achievement against Company sales and earnings before interest and tax (EBIT) margin results at the end of each year. The total percentage of PSUs that can be earned at the end of the 3-year period ranges from 0%-175%.
/s/ Brian B. DeFoe, Attorney-in-Fact for Gemma Lionello
2024-03-11