JWN 10-K Annual Report Feb. 1, 2020 | Alphaminr

JWN 10-K Fiscal year ended Feb. 1, 2020

NORDSTROM INC
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PROXIES
DEF 14A
Filed on April 11, 2024
DEF 14A
Filed on April 28, 2023
DEF 14A
Filed on April 7, 2022
DEF 14A
Filed on April 8, 2021
DEF 14A
Filed on April 7, 2020
DEF 14A
Filed on April 12, 2019
DEF 14A
Filed on April 19, 2018
DEF 14A
Filed on April 5, 2017
DEF 14A
Filed on April 8, 2016
DEF 14A
Filed on March 26, 2015
DEF 14A
Filed on March 27, 2014
DEF 14A
Filed on April 1, 2013
DEF 14A
Filed on March 30, 2012
DEF 14A
Filed on March 31, 2011
DEF 14A
Filed on April 8, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 7: Md&aNote 16: Segment ReportingItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesNote 17: Selected Quarterly DataItem 6. Selected Financial DataItem 1A: Risk FactorsItem 8: Financial Statements and Supplementary DataNote 1: Nature Of Operations and Summary Of Significant Accounting PoliciesNote 4: Credit Card Receivable TransactionItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 6: Selected Financial DataNote 14: Income TaxesNote 9: Debt and Credit FacilitiesItem 7A. Quantitative and Qualitative Disclosures About Market RiskNote 10: Fair Value MeasurementsNote 2: LeasesNote 3: RevenueNote 5: Land, Property and EquipmentNote 6: Self-insuranceNote 7: 401(k) PlanNote 8: Postretirement BenefitsNote 11: Commitments and ContingenciesNote 12: Shareholders EquityNote 13: Stock-based CompensationNote 15: Earnings Per ShareItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

3.2 Bylaws, as amended and restated on May 22, 2019 Incorporated by reference from the registrants Form 8-K filed on May 29, 2019, Exhibit 3.1 4.3 Indenture dated December 3, 2007, between the Company and Wells Fargo Bank, National Association Incorporated by reference from the Registrants Form S-4/A filed on April 29, 2014, Exhibit 4.1 4.4 Form of 4.00% Note due 2021 Incorporated by reference from the Registrants Form 8-K filed on October 11, 2011, Exhibit 4.1 4.5 Form of 5.00% Global Note due 2044 Incorporated by reference from the Registrants Form S-4 filed on March 28, 2014, Exhibit 4.2 4.6 Form of 5.00% Rule 144A Global Note due 2044 Incorporated by reference from the Registrants Form S-4 filed on March 28, 2014, Exhibit 4.3 4.7 Form of 5.00% Regulation S Global Note due 2044 Incorporated by reference from the Registrants Form S-4 filed on March 28, 2014, Exhibit 4.4 4.8 Form of 4.00% Note due 2027 Incorporated by reference from the Registrants Form 8-K filed on March 9, 2017, Exhibit 4.1 4.9 Form of 5.00% Note due 2044 Incorporated by reference from the Registrants Form 8-K filed on March 9, 2017, Exhibit 4.2 4.10 Form of 4.375% Note due 2030 Incorporated by reference from the Registrants From 8-K filed on November 6, 2019, Exhibit 4.1 4.11* Trunk Club Newco, Inc. 2010 Equity Incentive Plan Incorporated by reference from the Registrants Form S-8 filed on August 27, 2014, Exhibit 4.1 10.1* Nordstrom, Inc. 2019 Equity Incentive Plan Incorporated by reference to Appendix B to the Registrants Form DEF 14A filed on April 12, 2019 10.2* Amended and Restated Nordstrom, Inc. Executive Management Bonus Plan Incorporated by reference from the Registrants Form DEF 14A filed on April 8, 2016 10.3* Nordstrom Executive Deferred Compensation Plan (2017 Restatement) Incorporated by reference from the Registrants Annual Report on Form 10-K for the year ended February 3, 2018, Exhibit 10.7 10.4* 2010 Stock Option Award Agreement Incorporated by reference from the Registrants Form 8-K filed on November 24, 2009, Exhibit 10.1 10.5* Form of 2011 Stock Option Award Agreement Incorporated by reference from the Registrants Form 8-K filed on November 19, 2010, Exhibit 10.1 10.6* Form of 2012 Nonqualified Stock Option Grant Agreement Incorporated by reference from the Registrants Form 8-K filed on November 18, 2011, Exhibit 10.1 10.7* Form of 2013 Nonqualified Stock Option Grant Agreement Incorporated by reference from the Registrants Form 8-K filed on November 14, 2012, Exhibit 10.1 10.8* Form of 2014 Nonqualified Stock Option Grant Agreement Incorporated by reference from the Registrants Form 8-K filed on March 4, 2014, Exhibit 10.1 10.9* Form of the 2015 Nonqualified Stock Option Grant Agreement Incorporated by reference from the Registrants Form 8-K filed on February 19, 2015, Exhibit 10.1 10.10* Form of the 2016 Nonqualified Stock Option Grant Agreement Incorporated by reference from the Registrants Form 8-K filed on March 1, 2016, Exhibit 10.1 10.11* Form of 2016 Nonqualified Stock Option Grant Agreement, Supplemental Award Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended July 30, 2016, Exhibit 10.2 10.12* Form of the 2017 Nonqualified Stock Option Grant Agreement Incorporated by reference from the Registrants Form 8-K filed on February 23, 2017, Exhibit 10.1 10.13* Form of 2019 Nonqualified Stock Option Award Agreement Incorporated by reference from the Registrants Form 8-K filed on March 4, 2019, Exhibit 10.1 10.14* Form of 2019 Nonqualified Stock Option Award Agreement, Supplemental Award Incorporated by reference from the Registrants Form 8-K filed on March 4, 2019, Exhibit 10.2 10.15* Form of 2020 Nonqualified Stock Option Award Agreement Incorporated by reference from the Registrants Form 8-K filed on March 3, 2020, Exhibit 10.1 10.16* 2004 Equity Incentive Plan Incorporated by reference from the Registrants definitive proxy statement filed with the Commission on April 15, 2004 10.18* Nordstrom, Inc. 2004 Equity Incentive Plan (2008 Amendment) Incorporated by reference from the Registrants Form 8-K filed on November 24, 2008, Exhibit 10.1 10.19* Nordstrom, Inc. 2010 Equity Incentive Plan Incorporated by reference to Appendix A to the Registrants Form DEF 14A filed on April 8, 2010 10.20* Nordstrom, Inc. 2010 Equity Incentive Plan as amended February 27, 2013 Incorporated by reference to Appendix A to the Registrants Form DEF 14A filed on April 1, 2013 10.21* Nordstrom, Inc. 2010 Equity Incentive Plan as amended and restated February 26, 2014 Incorporated by reference from the Registrants Form 8-K filed on March 4, 2014, Exhibit 10.4 10.22* Nordstrom, Inc. 2010 Equity Incentive Plan as amended and restated February 16, 2017 Incorporated by reference to Appendix A to the Registrants Form DEF 14A filed on April 5, 2017 10.23* Nordstrom, Inc. Executive Severance Plan Filed herewith electronically 10.24* Amendment 2006-1 to the Nordstrom, Inc. Leadership Separation Plan Incorporated by reference from the Registrants Annual Report on Form 10-K for the year ended February 2, 2008, Exhibit 10.56 10.25* Amendment 2008-1, Nordstrom, Inc. Leadership Separation Plan Incorporated by reference from the Registrants Form 8-K filed on November 24, 2008, Exhibit 10.3 10.27* Amendment 2013-1 to the Nordstrom Leadership Separation Plan Incorporated by reference from the Registrants Form 8-K filed on March 5, 2013, Exhibit 10.1 10.28* Amendment 2016-1 to Nordstrom Leadership Separation Plan Incorporated by reference from the Registrants Form 8-K filed on March 1, 2016, Exhibit 10.4 10.29* Form of 2019 Performance Share Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on March 4, 2019, Exhibit 10.4 10.30* Form of 2020 Performance Share Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on March 3, 2020, Exhibit 10.3 10.31* Nordstrom Supplemental Executive Retirement Plan (2008 Restatement) Incorporated by reference from the Registrants Form 8-K filed on November 24, 2008, Exhibit 10.4 10.32* Amendment 2009-1 to the Nordstrom Supplemental Executive Retirement Plan Incorporated by reference from the Registrants Form 8-K filed on March 3, 2009, Exhibit 10.4 10.33* Amendment 2014-1 to the Nordstrom Supplemental Executive Retirement Plan Incorporated by reference from the Registrants Form 8-K filed on August 25, 2014, Exhibit 10.1 10.34* Amendment 2014-2 to the Nordstrom Supplemental Executive Retirement Plan Incorporated by reference from the Registrants Form 8-K filed on August 25, 2014, Exhibit 10.2 10.35 Nordstrom Directors Deferred Compensation Plan (2017 Restatement) Incorporated by reference from the Registrants Annual Report on Form 10-K for the year ended February 3, 2018, Exhibit 10.48 10.36 2009 Form of Independent Director Indemnification Agreement Incorporated by reference from the Registrants Form 8-K filed on March 3, 2009, Exhibit 10.1 10.37 2010 Form of Independent Director Indemnification Agreement Incorporated by reference from the Registrants Annual Report on Form 10-K for the year ended January 29, 2011, Exhibit 10.78 10.38* Form of the 2015 Restricted Stock Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on February 19, 2015, Exhibit 10.2 10.39* Form of the 2016 Restricted Stock Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on March 1, 2016, Exhibit 10.2 10.40* Form of 2016 Restricted Stock Unit Award Agreement, Supplemental Award Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended July 30, 2016, Exhibit 10.3 10.41* Form of the 2017 Restricted Stock Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on February 23, 2017, Exhibit 10.2 10.42* Form of 2017 Restricted Stock Unit Award Agreement, Supplemental Award Incorporated by reference from the Registrants Annual Report on Form 10-K for the year ended January 28, 2017, Exhibit 10.67 10.43* Form of 2018 Restricted Stock Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on March 8, 2018, Exhibit 10.1 10.44* Form of 2019 Restricted Stock Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on March 4, 2019, Exhibit 10.3 10.45* Form of 2019 Restricted Stock Unit Award Agreement, Supplemental Award Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended November 2, 2019, Exhibit 10.1 10.46* Form of 2020 Restricted Stock Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on March 3, 2020, Exhibit 10.2 10.47* Form of Restricted Stock Unit Award Agreement Supplemental Award Incorporated by reference from the Registrants Form 8-K filed on March 8, 2018, Exhibit 10.2 10.48 Revolving Credit Agreement dated September 26, 2018, between Registrant and each of the initial lenders named therein as lenders; Bank of America, N.A. as administrative agent; and Wells Fargo Bank, National Association and U.S. Bank, National Association as co-syndication agents Incorporated by reference from the Registrants Form 8-K filed on October 2, 2018, Exhibit 10.1 10.49 Credit Card Program Agreement by and among Nordstrom, Inc., Nordstrom FSB and TD Bank USA, N.A. dated May 25, 2015 Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, Exhibit 10.1 10.50 Letter agreement, dated June 7, 2017 Incorporated by reference from the Registrants Form 8-K filed on June 8, 2017, Exhibit 99.2, and the Registrants SC 13D filed on June 8, 2017, Exhibit 3 21.1 Significant subsidiaries of the Registrant Filed herewith electronically 31.1 Certification of Chief Executive Officer required by Section 302(a) of the Sarbanes-Oxley Act of 2002 Filed herewith electronically 31.2 Certification of Chief Financial Officer required by Section 302(a) of the Sarbanes-Oxley Act of 2002 Filed herewith electronically 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith electronically