<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.142-12
Nordstrom, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Karen E. Purpur
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
1501 Fifth Avenue Seattle, WA 98101-1603
April 5, 1994
DEAR SHAREHOLDERS:
On behalf of the Board of Directors and management, we cordially invite you to
attend the Annual Meeting of Shareholders on Tuesday, May 17, 1994, at 9:00
a.m., Central Time, in the Grand Ballroom, Court F, Oak Brook Hills Hotel &
Resort, 3500 Midwest Road, Oak Brook, Illinois.
In addition to the election of directors and consideration of the Company's
appointment of auditors, you will be asked to vote on the 1993 Non-Employee
Director Stock Incentive Plan. The Board of Directors believes the Plan is in
the best interest of the Company and our Shareholders, and recommends that you
vote for the Plan.
At the meeting, there will also be a report on the progress of the Company and
an opportunity to ask questions of general interest to you as a Shareholder.
Your vote is very important. Therefore, whether or not you plan to attend the
meeting in person, please sign and return the enclosed proxy in the envelope
provided. If you attend the meeting and desire to vote in person, you may do so
even though you have previously sent a proxy.
We hope you will be able to join us and we look forward to seeing you in Oak
Brook.
Sincerely yours,
<TABLE>
<S> <C> <C> <C>
John A. McMillan Bruce A. Nordstrom James F. Nordstrom John N. Nordstrom
Co-Chairman Co-Chairman Co-Chairman Co-Chairman
</TABLE>
<PAGE>
NORDSTROM, INC.
1501 FIFTH AVENUE
SEATTLE, WA
98101-1603
NOTICE OF ANNUAL
MEETING OF
SHAREHOLDERS
To the Shareholders of
Nordstrom, Inc. :
The Annual Meeting of Shareholders of Nordstrom, Inc. will
be held on Tuesday, May 17, 1994, at 9:00 a.m., Central
Time, in the Grand Ballroom, Court F, Oak Brook Hills
Hotel & Resort, 3500 Midwest Road, Oak Brook, Illinois,
for the following purposes:
1. To elect thirteen directors to hold office until the
next Annual Meeting of Shareholders and until their
successors are duly elected and qualified;
2. To consider and vote upon a proposal to approve the
1993 Non-Employee Director Stock Incentive Plan;
3. To ratify the appointment of auditors; and
4. To transact such other business as may properly come
before the meeting and any adjournment thereof.
Holders of shares of Common Stock of record at the close
of business on March 22, 1994 are entitled to notice of,
and to vote at, the meeting.
Shareholders are cordially invited to attend the meeting
in person.
By order of the Board of Directors,
KAREN E. PURPUR
Secretary
Seattle, Washington
April 5, 1994
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING,
YOU ARE URGED TO SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.
1
<PAGE>
PROXY STATEMENT
APPROXIMATE
MAILING DATE:
APRIL 5, 1994
This Proxy Statement is furnished to the Shareholders of
Nordstrom, Inc. (the "Company") in connection with the
solicitation of proxies by the Board of Directors for use
at the Annual Meeting of Shareholders to be held on May
17, 1994 and any adjournment thereof. If the enclosed form
of proxy is executed and returned, it will be voted in
accordance with the instructions given, but may be revoked
at any time insofar as it has not been exercised by
notifying the Secretary of the Company in writing (such
notification to be directed to the Company's offices at
1501 Fifth Ave., Seattle, WA 98101-1603). Each proxy will
be voted for Proposals 1, 2 and 3 if no contrary
instruction is indicated in the proxy.
There were 82,080,065 shares of Common Stock, the only
security of the Company entitled to vote at the meeting,
outstanding at March 22, 1994. Shareholders are entitled
to one vote for each share of Common Stock held of record
at the close of business on March 22, 1994. Under
Washington law and the Company's Articles of
Incorporation, a quorum consisting of a majority of the
shares eligible to vote must be represented in person or
by proxy to elect directors and to transact any other
business that may properly come before the meeting. Any
matter, other than the election of directors, is approved
if the votes cast in favor of the matter exceed the votes
cast against it. Abstentions and broker non-votes will
have no effect since such actions do not represent votes
cast by Shareholders. In any election of directors, the
nominees elected are those receiving the greatest number
of votes cast by the shares entitled to vote, up to the
number of directors to be elected. Any action other than a
vote for a nominee will have the effect of voting against
the nominee.
PRINCIPAL
SHAREHOLDERS
As of March 22, 1994, members of the Nordstrom family were
the beneficial owners of approximately 30,651,822 shares
(36.92%) of the Company's Common Stock. D. Wayne Gittinger
and Bruce A. Nordstrom are the only ones who, to
management's knowledge, are the beneficial owners of more
than five percent of the Company's Common Stock at March
22, 1994.
2
<PAGE>
The following table sets forth information regarding
security ownership of certain beneficial owners and the
director nominees and executive officers of the Company:
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
Amount and
Nature of
Beneficial Percent of
Name of Beneficial Owner Ownership Class
- - --------------------------------------------------------------------------------
<S> <C> <C>
PHILIP M. CONDIT 0 *
D. WAYNE GITTINGER 5,278,526(a)(b) 6.37
1420 Fifth Avenue, Suite 4100
Seattle, Washington 98101
JOHN F. HARRIGAN 10,000(c) *
CHARLES A. LYNCH 3,000(c) *
ANN D. MCLAUGHLIN 1,000 *
JOHN A. MCMILLAN 1,354,876(a)(d) 1.63
BRUCE A. NORDSTROM 5,491,831(a)(e) 6.61
1501 Fifth Avenue
Seattle, Washington 98101
JAMES F. NORDSTROM 3,174,555(a)(f) 3.82
JOHN N. NORDSTROM 3,624,971(a)(g) 4.37
ALFRED E. OSBORNE, JR. 1,700(h) *
WILLIAM D. RUCKELSHAUS 6,000 *
MALCOLM T. STAMPER 5,560(i) *
ELIZABETH CROWNHART VAUGHAN 4,900(j) *
JOHN A. GOESLING 67,361(k) *
DARREL J. HUME 24,824(l) *
JACK F. IRVING 58,303(m) *
GALEN M. JEFFERSON 1,865 *
RAYMOND A. JOHNSON 86,244(n) *
ROBERT T. NUNN 25,710(o) *
JOHN J. WHITACRE 14,644(p) *
Directors and executive officers as a
group
(27 persons) 20,085,031 24.20
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<FN>
* Does not exceed 1% of the Company's outstanding Common Stock.
(a) Does not include 80,000 shares held by a corporation in which the nominee or
his spouse owns a one-eighth beneficial interest.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
(b) Includes 3,502,654 held by his wife individually, 388,800 shares held by a
trust of which she is a trustee and beneficiary, and 1,375,380 shares held by a
trust of which she is the beneficiary. Does not include 103,448 shares held by
trusts of which he is a trustee.
(c) All shares are held by a family trust.
(d) Includes 40,420 shares which may be acquired under the 1977 and 1987 Stock
Option Plans, 1,142,988 shares held by his wife individually and 54,000 shares
held by a trust of which his wife is the beneficiary.
(e) Includes 13,009 shares which may be acquired under the 1987 Stock Option
Plan, 9,194 shares held by his wife individually, and 2,117,640 shares held by
trusts of which he is a trustee and beneficiary. Does not include 1,752,782
shares held by trusts of which he is co-trustee.
(f) Includes 14,366 shares which may be acquired under the 1987 Stock Option
Plan and 50,571 shares held by his wife.
(g) Includes 33,575 shares which may be acquired under the 1977 and 1987 Stock
Option Plans and 380,071 shares held by his wife.
(h) Includes 300 shares held by his wife and 200 shares held by a corporation of
which he is the sole shareholder.
(i) Includes 2,000 shares held by his wife.
(j) Includes 380 shares held by her husband.
(k) Includes 31,165 shares which may be acquired under the 1977 and 1987 Stock
Option Plans.
(l) Includes 24,532 shares which may be acquired under the 1977 and 1987 Stock
Option Plans and shares held as custodian for his minor children.
(m) Includes 46,591 shares which may be acquired under the 1977 and 1987 Stock
Option Plans.
(n) Includes 33,405 shares which may be acquired under the 1977 and 1987 Stock
Option Plans.
(o) Includes 15,642 shares which may be acquired under the 1987 Stock Option
Plan.
(p) Includes 12,644 shares which may be acquired under the 1987 Stock Option
Plan.
</TABLE>
The director nominees and executive officers shown in the table disclaim any
beneficial interest in all shares held solely as custodian or trustee, and all
shares held by their spouses and immediate family members.
PROPOSAL 1:
ELECTION OF
DIRECTORS
Thirteen directors will be elected at the meeting, each to
hold office until the next Annual Meeting of Shareholders,
and until a successor has been duly elected and qualified.
Unless otherwise instructed by the Shareholder, the
persons named in the enclosed proxy intend to vote for the
election of the persons listed in this Proxy Statement.
All of the nominees are currently directors of the Company
except Mr. Condit who was recently nominated by the Board
of Directors to stand for election at the Annual Meeting
of Shareholders. If any nominee becomes unavailable for
any reason or should a vacancy occur before the election
(which events are not anticipated), the proxy may be voted
for a person to be selected by the Board of Directors of
4
<PAGE>
the Company. The nominees elected are those receiving the
greatest number of votes cast by the shares entitled to
vote, up to the number of directors to be elected.
NOMINEES FOR DIRECTOR
The names of the Board's nominees for directors of the
Company are set forth below:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
Principal Occupation and Business Director
Name and Age Experience for Past Five Years Since
- - -------------------------------------------------------------------------------
<S> <C> <C>
PHILIP M. CONDIT President of The Boeing Company, a N/A
Age 52(a) Washington based aerospace product
manufacturer (formerly Executive Vice
President of Boeing Commercial Airplane
Group)
D. WAYNE GITTINGER Partner in the law firm of Lane Powell 1971
Age 61(b)(c) Spears Lubersky
JOHN F. HARRIGAN Retired (formerly Chairman of Union Bank) 1975
Age 68
CHARLES A. LYNCH Chairman of Market Value Partners Company, 1985
Age 66(d) a California based investment and
management firm (formerly Chief
Executive Officer and President of
Levolor Corporation)
ANN D. MCLAUGHLIN President of the Federal City Council, a 1992
Age 52(e) Washington D.C. based non-profit,
non-partisan organization dedicated to
improving the nation's capital, and Vice
Chairman of the Aspen Institute, a
Colorado based non-profit, non-partisan
organization whose goal is to enhance,
through debate, the effectiveness of the
leaders of the country's democratic
institutions (formerly President and CEO
of New American Schools Development
Corporation; Visiting Fellow of The
Urban Institute)
JOHN A. MCMILLAN Co-Chairman of the Board of Directors 1966
Age 62(c)(f)(g) (formerly President)
BRUCE A. NORDSTROM Co-Chairman of the Board of Directors 1966
Age 60(c)(f)
JAMES F. NORDSTROM Co-Chairman of the Board of Directors 1966
Age 54(c)(f)
JOHN N. NORDSTROM Co-Chairman of the Board of Directors 1966
Age 56(c)(f)
ALFRED E. OSBORNE, JR. Director of the Entrepreneurial Studies 1987
Age 49(h) Center and Associate Professor of
Business Economics of The John E.
Anderson Graduate School of Management
at UCLA (formerly Director of the MBA
Program, Assistant Dean and Associate
Dean at UCLA)
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
Principal Occupation and Business Director
Name and Age Experience for Past Five Years Since
- - -------------------------------------------------------------------------------
<S> <C> <C>
WILLIAM D. RUCKELSHAUS Chairman of the Board and Chief Executive 1985
Age 61(i) Officer of Browning-Ferris Industries,
Inc., a Texas based Company engaged in
providing waste services
MALCOLM T. STAMPER Publisher, Chairman and Chief Executive 1975
Age 68(j) Officer of Storytellers, Ink., a
Washington based company engaged in
publishing children's books (formerly
Vice Chairman of The Boeing Company)
ELIZABETH CROWNHART President of Salar Enterprises, Ltd., an 1977
VAUGHAN Oregon based Company engaged in the
Age 65 production of historical materials
(formerly Historian; Executive Director
of The North Pacific Studies Center of
the Oregon Historical Society)
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
<FN>
(a) Mr. Condit is also a director of The Boeing Company and John Fluke
Manufacturing Co.
(b) Mr. Gittinger is a partner in the law firm of Lane Powell Spears Lubersky,
which rendered legal services to the Company during the past fiscal year.
(c) Bruce A. Nordstrom is the brother-in-law of D. Wayne Gittinger and the
cousin of James F. Nordstrom and John N. Nordstrom, who are brothers. John A.
McMillan is a cousin of all four by marriage.
(d) Mr. Lynch is also Chairman of the Board of Greyhound Lines, Inc., and a
director of Fresh Choice, Inc., Hexcel Corporation, Mid-Peninsula Bank, Pacific
Mutual Life Insurance Company and Syntex Corporation.
(e) Mrs. McLaughlin, former U.S. Secretary of Labor, is also a director of AMR
Corporation, General Motors Corporation, Host Marriott Corporation, Kellogg
Company, Potomac Electric Power Company, Union Camp Corporation and Vulcan
Materials Company.
(f) Mr. McMillan and Messrs. Bruce A., James F. and John N. Nordstrom are also
directors of Nordstrom Credit, Inc., the Company's wholly-owned finance
subsidiary.
(g) Mr. McMillan is also a director of Fleming Companies, Inc.
(h) Dr. Osborne is also a director of First Interstate Bank of California,
ReadiCare Inc., Seda Specialty Packaging Corporation, The Times Mirror Company
and United States Filter Corporation, and an independent general partner of
Technology Funding Venture Partners V.
(i) Mr. Ruckelshaus is also a director of Browning-Ferris Industries, Inc.,
Cummins Engine Company, Monsanto Company, Texas Commerce Bancshares and
Weyerhaeuser Company.
(j) Mr. Stamper is also a director of Chrysler Corporation, Esterline
Corporation and The Whittaker Corporation.
</TABLE>
The Board of Directors recommends a vote for each of the director nominees named
in the table.
6
<PAGE>
BOARD OF DIRECTORS
AND COMMITTEES
The Board of Directors maintains an Audit Committee, a
Compensation and Stock Option Committee, and an
Organization and Nominating Committee. These committees do
not have a formal meeting schedule, but are required to
meet at least once each year. During the past year, there
were four meetings of the Board of Directors, four
meetings of the Audit Committee, five meetings of the
Compensation and Stock Option Committee, and four meetings
of the Organization and Nominating Committee.
Current members of the Audit Committee are William D.
Ruckelshaus, Chair, John F. Harrigan, Charles A. Lynch,
Ann D. McLaughlin, Alfred E. Osborne, Jr. and Elizabeth
Crownhart Vaughan. The Audit Committee is responsible for
recommending the Company's independent auditors, and
reviewing the scope, costs and results of the audit
engagement.
Current members of the Compensation and Stock Option
Committee are Elizabeth Crownhart Vaughan, Chair, D. Wayne
Gittinger, John F. Harrigan, Ann D. McLaughlin, Alfred E.
Osborne, Jr. and William D. Ruckelshaus. The Compensation
and Stock Option Committee is responsible for determining
the overall compensation levels of certain of the
Company's executive officers and administering the
Company's stock option plans.
Current members of the Organization and Nominating
Committee are Malcolm T. Stamper, Chair, D. Wayne
Gittinger, Charles A. Lynch and Elizabeth Crownhart
Vaughan. The Organization and Nominating Committee is
primarily responsible for recommending director nominees
to the Company's Board of Directors. The Organization and
Nominating Committee will consider recommendations by
Shareholders for vacancies on the Board. Suggestions may
be submitted to the Secretary of the Company.
TRANSACTIONS WITH
MANAGEMENT
During the year ended January 31, 1994, the Company
chartered an airplane from JFN, Inc., the sole shareholder
of which is James F. Nordstrom. For the period, the net
amount of payments made by the Company was $199,176. The
Company believes the charter rate and terms of this
arrangement are more favorable to the Company than those
generally available to it from other commercial charters.
7
<PAGE>
COMPENSATION OF
EXECUTIVE OFFICERS IN
THE YEAR ENDED
JANUARY 31, 1994
SUMMARY COMPENSATION TABLE
The following table shows all the cash compensation paid
or to be paid by the Company or any of its subsidiaries,
as well as certain other compensation paid or accrued,
during the fiscal year ended January 31, 1994, to the two
current chief executive officers, two former chief
executive officers and the three highest paid executive
officers (excluding the chief executive officers) for the
periods indicated in all capacities in which they served:
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
- - -----------------------------------------------------------------------------------------------------------------------------
Number
Fiscal Other Annual of Stock All Other
Name and Principal Position Year(1) Salary Bonus Compensation(2) Options Compensation(3)
- - -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JOHN A. GOESLING 1993 $295,000 $0 $405 6,173 $15,493
EXECUTIVE VICE PRESIDENT 1992 $295,000 $29,500 $389 5,200 $15,661
AND TREASURER 1991 $250,000 $97,500 $691 4,237 $16,328
- - -----------------------------------------------------------------------------------------------------------------------------
DARREL J. HUME 1993 $262,500 $0 $2,401 4,912 $113,262
VICE PRESIDENT 1992 $300,000 $30,000 $848 5,585 $13,308
FORMER CO-PRESIDENT 1991 $247,500 $151,250 $280 4,661 $13,948
- - -----------------------------------------------------------------------------------------------------------------------------
JACK F. IRVING 1993 $235,000 $129,722 $163 4,918 $12,803
EXECUTIVE 1992 $235,000 $0 $518 4,525 $13,530
VICE PRESIDENT 1991 $220,000 $16,450 $900 3,729 $14,184
- - -----------------------------------------------------------------------------------------------------------------------------
GALEN M. JEFFERSON 1993 $173,750 $0 $332 3,546 $389,137
FORMER CO-PRESIDENT 1992 $300,000 $30,000 $227 5,585 $15,447
1991 $217,708 $151,250 $246 4,661 $15,995
- - -----------------------------------------------------------------------------------------------------------------------------
RAYMOND A. JOHNSON 1993 $300,000 $0 $467 6,279 $13,150
CO-PRESIDENT 1992 $300,000 $30,000 $636 5,585 $14,148
1991 $263,542 $151,250 $153,811 4,661 $342,038
- - -----------------------------------------------------------------------------------------------------------------------------
ROBERT T. NUNN 1993 $260,000 $69,900 $901 5,441 $15,305
EXECUTIVE 1992 $250,000 $42,056 $976 4,815 $16,040
VICE PRESIDENT 1991 $235,000 $12,697 $204 3,983 $17,111
- - -----------------------------------------------------------------------------------------------------------------------------
JOHN J. WHITACRE 1993 $300,000 $0 $436 6,279 $15,261
CO-PRESIDENT 1992 $300,000 $30,000 $145 5,585 $22,062
1991 $229,167 $151,250 $20,337 4,661 $76,578
- - -----------------------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------------------
<FN>
(1) The fiscal year of the Company ends January 31. Fiscal years indicated end
January 31 of the following year.
(2) Other Annual Compensation for fiscal year 1993 includes tax reimbursement
with respect to medical expenses.
(3) All Other Compensation for fiscal year 1993 includes the following:
Profit Sharing: Mr. Goesling: $12,519; Mr. Hume: $12,561; Mr. Irving:
$12,535; Mr. Johnson: $12,561; Mr. Nunn: $12,582; and Mr. Whitacre: $12,524.
401(k) Plan benefits: Mr. Goesling: $2,138; Mr. Nunn: $2,252; and Mr.
Whitacre: $2,264.
Premiums on excess life insurance: Mr. Goesling: $836; Mr. Hume: $701; Mr.
Irving: $268; Ms. Jefferson: $337; Mr. Johnson: $589; Mr. Nunn: $471; and
Mr. Whitacre: $473.
Mr. Hume: $100,000 paid in consideration of his agreement to remain with the
Company after his termination as a Co-President.
Ms. Jefferson: $388,800 paid in consideration of past services to the
Company and in settlement of certain employment related claims.
</TABLE>
8
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning
option grants during the last fiscal year to the named
executive officers:
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------
Potential Realizable
Percent Value at Assumed
of Total Annual Rates of Stock
Options Price Appreciation for
Number Granted to Exercise or Option Terms
of Options Employees in Base Price ----------------------
Name Granted(1) Fiscal Year Per Share Expiration Date 5% 10%
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JOHN A. GOESLING 3,486 1.37% $27.75 May 17, 2003 $60,837 $154,173
2,687 1.36% $36.00 Nov 16, 2003 $60,834 $154,166
- - -------------------------------------------------------------------------------------------------------------------
DARREL J. HUME 3,546 1.39% $27.75 May 17, 2003 $61,884 $156,827
1,366 0.69% $36.00 Nov 16, 2003 $30,927 $78,374
- - -------------------------------------------------------------------------------------------------------------------
JACK F. IRVING 2,777 1.09% $27.75 May 17, 2003 $48,464 $122,817
2,141 1.09% $36.00 Nov 16, 2003 $48,473 $122,839
- - -------------------------------------------------------------------------------------------------------------------
GALEN M. JEFFERSON(2) 3,546 1.39% $27.75 May 17, 2003 $61,884 $156,827
- - -------------------------------------------------------------------------------------------------------------------
RAYMOND A. JOHNSON 3,546 1.39% $27.75 May 17, 2003 $61,884 $156,827
2,733 1.39% $36.00 Nov 16, 2003 $61,876 $156,805
- - -------------------------------------------------------------------------------------------------------------------
ROBERT T. NUNN 3,073 1.21% $27.75 May 17, 2003 $53,630 $135,908
2,368 1.20% $36.00 Nov 16, 2003 $53,612 $135,863
- - -------------------------------------------------------------------------------------------------------------------
JOHN J. WHITACRE 3,546 1.39% $27.75 May 17, 2003 $61,884 $156,827
2,733 1.39% $36.00 Nov 16, 2003 $61,876 $156,805
- - -------------------------------------------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------------------------------------------
<FN>
(1) Absent contrary action by the Compensation and Stock Option Committee at the
time of grant, options are granted at the fair market value of the Company's
Common Stock and vest and become exercisable during employment with the Company
ratably each year over a four-year period from the date of grant. Tax
withholding rights are granted in tandem with stock options. During the last
fiscal year, the Company granted options to officers and other key employees on
May 17, 1993 and on November 16, 1993.
(2) Ms. Jefferson's employment with the Company terminated on August 15, 1993.
The options listed were not vested and expired on November 23, 1993.
</TABLE>
9
<PAGE>
OPTION EXERCISES AND YEAR END VALUE TABLE
The following table sets forth information concerning
option exercises during the last fiscal year by the named
executive officers and the value of options held by the
named executive officers as of January 31, 1994:
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------------------------------------
Dollar Value of
Number of Unexercised Unexercised, in-the-Money
Number of Options Held at Options held at
Shares Dollar January 31, 1994 January 31, 1994(1)
Acquired on Value -------------------------- --------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- - ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JOHN A. GOESLING 8,816 $247,399 28,450 13,815 $222,064 $46,114
- - ---------------------------------------------------------------------------------------------------------------
DARREL J. HUME 0 $0 21,815 12,794 $165,792 $44,412
- - ---------------------------------------------------------------------------------------------------------------
JACK F. IRVING 6,944 $169,260 44,281 11,605 $625,511 $38,425
- - ---------------------------------------------------------------------------------------------------------------
GALEN M. JEFFERSON 8,187 $58,146 0 0 $0 $0
- - ---------------------------------------------------------------------------------------------------------------
RAYMOND A. JOHNSON 8,404 $157,575 30,578 14,420 $243,950 $46,927
- - ---------------------------------------------------------------------------------------------------------------
ROBERT T. NUNN 0 $0 24,561 12,570 $189,335 $41,799
- - ---------------------------------------------------------------------------------------------------------------
JOHN J. WHITACRE 0 $0 10,023 13,934 $34,847 $42,205
- - ---------------------------------------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------------------------------------
<FN>
(1) Dollar value is based on the market value of the Company's Common Stock on
the date of exercise or at January 31, 1994, minus the exercise price.
</TABLE>
PENSION PLAN TABLE
The following table sets forth information concerning
estimated annual benefits payable to each of the named
executive officers upon their retirement based upon
indicated years of service (without reduction for any
Profit Sharing Retirement Plan benefits):
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------
- - ------------------------------------------------------------------------
Years of Service(2)
Average Annual -----------------------------------------------------
Compensation(1) 15 20 25 30 35
- - ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$125,000 $ 45,000 $ 60,000 $ 75,000 $ 75,000 $ 75,000
$150,000 $ 54,000 $ 72,000 $ 90,000 $ 90,000 $ 90,000
$175,000 $ 63,000 $ 84,000 $ 105,000 $ 105,000 $ 105,000
$200,000 $ 72,000 $ 96,000 $ 120,000 $ 120,000 $ 120,000
$225,000 $ 81,000 $ 108,000 $ 135,000 $ 135,000 $ 135,000
$250,000 $ 90,000 $ 120,000 $ 150,000 $ 150,000 $ 150,000
$300,000 $ 108,000 $ 144,000 $ 180,000 $ 180,000 $ 180,000
$400,000 $ 144,000 $ 192,000 $ 240,000 $ 240,000 $ 240,000
$450,000 $ 162,000 $ 216,000 $ 270,000 $ 270,000 $ 270,000
$500,000 $ 180,000 $ 240,000 $ 300,000 $ 300,000 $ 300,000
- - ------------------------------------------------------------------------
- - ------------------------------------------------------------------------
<FN>
(1) The benefits are payable pursuant to the Nordstrom Supplemental Retirement
Plan, which covers officers of the Company and its subsidiaries, including the
named executive officers. The benefits are unfunded and limited to a maximum of
60% of the monthly average compensation (based solely on the yearly amounts set
forth in the salary and bonus columns of the Summary Compensation Table) less
any
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
monthly benefits payable under the Nordstrom Profit Sharing Retirement Plan. The
normal retirement
benefit provided by the Nordstrom Supplemental Retirement Plan is 2.4% of the
monthly average compensation for the three highest paying years of the last five
years, multiplied by the number of years of service with the Company.
(2) The credited years of service to the Company for John A. Goesling, Darrel J.
Hume, Jack F. Irving, Raymond A. Johnson, Robert T. Nunn and John J. Whitacre
are 16, 24, 27, 24, 28 and 17, respectively.
</TABLE>
COMPENSATION AND
STOCK OPTION
COMMITTEE
REPORT ON EXECUTIVE
COMPENSATION
The Compensation and Stock Option Committee is comprised
of six non-employee directors. The Committee is
responsible for setting compensation levels for the
Co-Chairmen, the Co-Presidents and the Executive Vice
President who acts as the Chief Financial Officer.
Beginning with the current fiscal year, the Committee also
will establish base salaries and annual bonus incentives
for all other Executive Vice Presidents of the Company.
The Committee also consults with the Co-Chairmen and the
Co-Presidents with respect to the compensation and
benefits for other officers and with respect to the
benefits for certain other employees of the Company.
COMPENSATION PHILOSOPHY
The Company bases different portions of its executive
compensation program on differing measures of Company
performance and Shareholder value. The Company believes
that focusing on performance measures based solely on
short-term changes in stock price or on performance
measures based solely on Company data, such as sales
increases or earnings per share, will not necessarily
increase long-term Shareholder value. As a result, the
Company's compensation program currently reflects the
following themes:
- A material portion of compensation should be
meaningfully related to Company performance.
- Medium and long-term Company performance and value
created for Shareholders should be measured by a mix of
factors, including increases in Company stock price,
sales increases, earnings per share and other
performance related factors.
- Since the Company has chosen a team to manage the
day-to-day operations of the Company, compensation
opportunities for the Co-Chairmen and the Co-Presidents
should be based on team effort and performance of the
Company as a whole.
- Compensation should play a critical role in attracting
and retaining executives whom the Company deems most
able to further its goals.
The Company also considers Section 162(m) of the Internal
Revenue Code, which limits to $1 million per year the
compensation expense deduction the Company may take with
respect to each of the executive officers named in the
11
<PAGE>
Summary Compensation Table. Considering the current base
salary levels of those named executive officers, the
Company believes there is no risk of exceeding the $1
million amount for any named executive officer. The
Company intends to comply with regulations which may be
promulgated under Section 162(m) to qualify both its
Annual Bonus Incentive and Stock Option Plans as
performance-based exceptions to the compensation expense
deduction limit.
PAY MIX AND MEASUREMENT
The Company's executive compensation program is based on
three components, each of which furthers a differing
objective but all of which together are intended to serve
the Company's overall compensation philosophy.
BASE SALARY. The Committee reviews the competitive median
base salaries for competitors in the specialty retailing
field, including companies listed in Standard & Poor's
Retail Store Composite referenced in the Performance Graph
on page 15. The executive structure of most of these
companies does not lend itself readily to direct
comparison with the Company and its practice of choosing a
team to manage the business of the Company. With attendant
shared responsibilities, the Company has chosen to set
base salary levels for individuals in these teams at
levels which are generally not as high as that of its
competitors with a single chief executive officer. Base
salary increases or decreases are established on an annual
basis and are based on the Committee's view of how the
management team and the respective individuals contribute
to the overall performance of the Company. Overall
performance of the Company is measured by a number of
factors including the Company's earnings, its performance
in the real or perceived retail environment and
competitive conditions, performance versus budget, growth
in accounts receivable, improvement in gross margins and
the Committee's assessment of management skills. None of
these factors is given greater weight than any other
factor. The Committee's review of salary information for
competitors also enables it to observe what changes have
occurred, if any, in competitors' base salaries. Base
salaries in the fiscal year ended January 31, 1994 for the
other executive officers listed in the Summary
Compensation Table were determined by the Co-Chairmen and
the Co-Presidents.
ANNUAL BONUS INCENTIVES. This incentive is intended to
reflect the Company's belief that management's
contribution to medium and long-term Company performance
comes, in part, from maximizing Company earnings per
share, division sales, inventory turn and gross margins.
Annual bonus incentives for the Co-Chairmen, the
Co-Presidents and the Chief Financial Officer are based
solely on specified earnings per share target amounts.
Annual bonus incentives for the other named executive
officers are based on various combinations of earnings per
share, division sales, inventory turn, gross margin and
expense control targets. The amount of the respective
12
<PAGE>
bonuses are based on these targets which, in turn, relate
to pre-established percentages of the respective base
salaries. Under this plan, the named executive officers do
not receive any bonus incentives until the applicable
minimum specified performance target is achieved. Bonuses
for fiscal year 1993 were paid only to those named
executive officers who were subject to division sales,
inventory turn and gross margin targets. The performance
targets have not been waived for purposes of these bonus
incentives for any year covered by the Summary
Compensation Table.
LONG-TERM INCENTIVES. STOCK OPTIONS. The 1977 Nordstrom
Stock Option Plan expired on August 16, 1987. The 1977
Plan authorized granting options to key employees or key
managerial personnel of the Company and its subsidiaries.
A number of options granted under this Plan remain
outstanding. The 1987 Nordstrom Stock Option Plan, adopted
for a term of 10 years beginning August 16, 1987,
authorizes granting options to key employees or key
managerial personnel of the Company and its subsidiaries.
Both the 1977 and 1987 Option Plans are administered by
the Committee.
Under the 1987 Plan, stock options may be granted to the
named executive officers and other key employees. The
option incentive component of the total compensation
package is intended to retain and motivate executives to
improve long-term stock market performance and to increase
Shareholder value. Absent contrary action by the Committee
at the time of grant, stock options are granted at the
fair market value of the Company's Common Stock and will
only have value if the Company's stock price increases
from the time of the award. Vesting of options occurs
during employment with the Company upon each anniversary
of the award, with full vesting after the fourth year
following an award. Accordingly, executives must be
employed by the Company at the time of vesting in order to
benefit from the award. The number of stock options
granted to the named executive officers is determined by
the Committee pursuant to a formula used for all plan
participants, without reference to the number of stock
options granted previously. Pursuant to the formula, the
number of option shares granted corresponds to the number
of underlying Company shares that would produce an amount
equal to 50% of the participant's yearly salary, assuming
an annual 12% growth rate in the Company's Common Stock
price over a five year period. Stock options are granted
semi-annually in May and November, with one half of the
formula value of the option award granted each time. Since
the formula is keyed to salary, the performance factors
discussed in the Base Salary paragraph also would apply to
this compensation component.
RETIREMENT/SAVINGS. The Nordstrom Profit Sharing
Retirement Plan was established in 1952 and covers all
regular, full-time employees of the Company and its
subsidiaries, including the named executive officers.
Except for the 401(k) feature described below, the
Retirement Plan, which is qualified under Internal Revenue
Code Section 401, is funded solely by the Company. The
Board of Directors determines annually an amount to be
contributed by
13
<PAGE>
the Company to the Retirement Plan. Allocation of the
Company's contribution to each participant's account is
pro rata, based on one unit of credit for each year of
service and one unit of credit for each $100 of
compensation. For purposes of this latter calculation,
compensation is limited to $235,840 for calendar year
1993.
The 401(k) feature of the Retirement Plan allows an
employee to defer a portion of his or her compensation
under Section 401(k) of the Internal Revenue Code.
Eligibility for this feature occurs as of February 1
following the employee's date of hire. Once eligible, the
employee may elect to have the Company pay from 1% to 10%
of the employee's compensation, up to a maximum of $8,994
for calendar year 1993, to the Retirement Plan instead of
paying that amount to the employee. The Company matches
25% of the employee's contribution up to 6% of the
employee's compensation. Monies in the account are
invested at the direction of the employee among one or
more of three funds, one of which consists of Common Stock
of the Company. Distributions are made at normal
retirement or earlier termination of employment, and for
terminal illness, disability or hardship.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICERS
Mr. Hume, Ms. Jefferson, Mr. Johnson and Mr. Whitacre were
appointed Co-Presidents of the Company in 1991. Base
salaries for the Co-Presidents is determined by overall
Company performance. Overall Company performance is
measured by a number of factors including the Company's
earnings, real or perceived retail environment and
competitive conditions, performance versus budget, growth
in accounts receivable, improvement in gross margins and
the Committee's assessment of management skills. None of
these factors is given greater weight than any other
factor. For fiscal year 1993, the base salaries of the
Co-Presidents remained the same as 1992 to reflect overall
Company performance with little or no growth. Annual bonus
incentives for the Co-Presidents are based solely on
earnings per share targets as previously described. Those
earnings per share targets were not met and the
Co-Presidents did not receive any bonus for 1993. The Co-
Presidents received stock options during 1993 pursuant to
the formula used for all Stock Option Plan participants as
discussed above.
Ms. Jefferson's employment with the Company terminated on
August 15, 1993. Her severance package is noted in the
Summary Compensation Table and was paid in consideration
of past services to the Company and in settlement of
certain employment related claims. Mr. Hume was a Co-
President of the Company until May 19, 1993. He remained
with Company and, on October 1, 1993, became a Vice
President in charge of product and business development in
the men's division, with a commensurate reduction in pay.
Mr. Hume was paid $100,000 in consideration of his
agreement to remain with the Company after his termination
as a Co-President.
14
<PAGE>
The Committee believes the Company has an appropriate mix
of incentives to attract high quality executive officers
and to reward them for continued, loyal service to the
Company.
COMPENSATION AND STOCK OPTION
COMMITTEE
Elizabeth Crownhart Vaughan, Chair
D. Wayne Gittinger
John F. Harrigan
Ann D. McLaughlin
Alfred E. Osborne, Jr.
William D. Ruckelshaus
STOCK PRICE
PERFORMANCE
The Performance Graph below compares for each of the last
five fiscal years ended January 31 the cumulative total
return of Company Common Stock, Standard & Poor's 500
Index and Standard & Poor's Retail Store Composite. The
cumulative total return of Company Common Stock assumes
$100 invested on January 31, 1989 in Nordstrom, Inc.
Common Stock and assumes reinvestment of dividends.
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994
- - --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Nordstrom, Inc. Common Stock 100 103.94 86.25 117.02 125.15 112.68
Standard & Poor's 500 Index 100 114.45 124.08 152.22 168.34 189.94
S&P Retail Store Composite 100 115.00 135.00 188.00 225.00 217.00
- - --------------------------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
COMPENSATION OF
DIRECTORS
Employee directors of the Company are not paid any fees
for serving as members of the Board or any Board
committee. Non-employee directors are currently paid a
yearly retainer of $15,000 and a fee of $1,000 for each
Board meeting and $1,000 for each committee meeting
attended, together with reasonable traveling expenses. If
approved, non-employee directors would also receive the
benefits provided pursuant to the 1993 Non-Employee
Director Stock Incentive Plan.
COMPENSATION
COMMITTEE INTERLOCKS
AND INSIDER
PARTICIPATION
None of the members of the Compensation and Stock Option
Committee is or has been an officer or employee of the
Company or any of its subsidiaries. D. Wayne Gittinger, a
director of the Company and a member of the Compensation
and Stock Option Committee, is a partner in the law firm
of Lane Powell Spears Lubersky, which rendered legal
services to the Company during the past fiscal year.
PROPOSAL 2:
1993 NON-EMPLOYEE
DIRECTOR STOCK
INCENTIVE PLAN
INTRODUCTION
On May 17, 1993, the Board of Directors of the Company
adopted the 1993 Non-Employee Director Stock Incentive
Plan (the "Plan") and has directed that it be submitted to
the Shareholders for approval at the Annual Meeting. The
primary purposes of the Plan are to attract and retain
well-qualified persons for service as directors of the
Company, to provide directors through the award of shares
of Common Stock with the opportunity to increase their
proprietary interest in the Company, and thereby to
increase their personal interest in the Company's
continued success. The Plan also includes a cash award to
offset the federal income tax liability associated with
awards under the Plan.
Although Shareholder approval of the Plan is not required
for its adoption, such approval is being sought in order
that awards of Common Stock to directors pursuant to the
Plan will be exempt from Section 16(b) of the Securities
Exchange Act of 1934. Generally, Section 16(b) provides
that any profit realized by directors and certain
executive officers and certain other persons from any
combination of a purchase and a sale of Common Stock of
the Company within a six-month period inures to and is
recoverable by the Company. Exemption from the application
of Section 16(b) is conditional upon obtaining the
approval of the Plan by the Shareholders of the Company,
in addition to certain other conditions which the Company
believes it has satisfied. If the Plan is not approved by
Shareholders, it will not be implemented. Set forth below
is a summary description of the Plan which is subject in
all respects to the full text of the Plan which is set
forth in Exhibit A.
PRINCIPAL PROVISIONS OF THE PLAN
If approved by the Shareholders, the Plan will become
effective as of May 17, 1993. All directors of the Company
who are neither full-time employees nor officers of the
Company, of which there are presently eight, are eligible
to
16
<PAGE>
participate in the Plan. None of the named executive
officers will be eligible to participate in the Plan, and
none of the non-employee directors eligible to participate
in the Plan are eligible to participate in any of the
other compensation plans of the Company. Up to 25,000
shares of Common Stock may be issued under the Plan from
authorized shares of the Company. The Plan will be
administered by the Compensation and Stock Option
Committee. The Committee shall appropriately adjust the
number of shares for which awards may be granted pursuant
to the Plan in the event of reorganization,
recapitalization, stock split, reverse stock split, stock
dividend, exchange or combination of shares, merger,
consolidation, rights offering, or any change in
capitalization.
If the Plan is approved by Shareholders, each person who
is a non-employee director immediately following an Annual
Meeting of Shareholders will be issued annually that
number of shares of Common Stock of the Company (rounded
to the nearest whole share) equal to the amount determined
by dividing $10,000 by the per share price of a share of
Common Stock as of the date of the Annual Meeting of
Shareholders. For example, the Annual Meeting for 1994 is
to be held on May 17, 1994. Based upon a per share price
of $40.00 for a share of Common Stock on the date of the
Annual Meeting (i.e., the hypothetical mean between the
closing bid and ask prices on that date), each
non-employee director would receive a Stock Award by
issuance of 250 shares of Common Stock to her or him as of
the date of the Annual Meeting.
In addition, concurrently with each issuance of a stock
award, each non-employee director eligible to participate
in the Plan would be paid a cash payment of $4,000 to
offset his or her federal tax liability resulting from the
award.
The Plan will remain in effect until December 31, 2002
unless sooner terminated by the Board of Directors. The
Board of Directors of the Company may at any time amend,
rescind or terminate the Plan, as it shall deem advisable;
provided, however, that (i) no change may be made in
awards previously granted under the Plan which would
impair participants' rights without their consent; (ii) no
amendment to the Plan may be made without approval of the
Company's Shareholders if the effect of the amendment
would be to: (a) increase the number of shares reserved
for issuance under the Plan, (b) change the requirements
for eligibility under Section 3 of the Plan, or (c)
materially modify the method for determining the number of
shares awarded under Section 4 of the Plan; and (iii) no
amendment may be made to the Plan within six months of a
prior amendment, except as required for compliance with
the Internal Revenue Code of 1986 or the rules thereunder.
The Company does not presently intend to register shares
of Common Stock awarded pursuant to the Plan under the
Securities Act of 1933, as amended.
17
<PAGE>
A director may not sell or otherwise transfer shares
awarded pursuant to the Plan for a period of six months
after they are granted.
NEW PLAN BENEFITS
The following table sets forth the estimated new Plan
benefits received for the first year of the Plan by all
current non-employee directors:
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------
Dollar Number
Name and Position Value of Shares
- - ---------------------------------------------------------------------------------
<S> <C> <C>
Non-Employee Directors as a Group (8 persons) $112,057 2,872
- - ---------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------
</TABLE>
FEDERAL INCOME TAX CONSEQUENCES
A director will be deemed to have ordinary income in the
taxable year in which the shares and cash are issued. Such
income shall be an amount equal to the fair market value
of the shares on the date of grant. The Company will be
entitled to deductions for federal income tax purposes in
the same amount in the Company's taxable year in which
issuance occurs.
VOTE REQUIRED
The affirmative vote of a majority of the Company's
outstanding shares of Common Stock present or represented
and entitled to vote at the Annual Meeting is required for
the approval of the Plan
The Board of Directors recommends a vote for approval of
the 1993 Non-Employee Director Stock Incentive Plan.
PROPOSAL 3:
RATIFICATION OF
APPOINTMENT OF
AUDITORS
The Board of Directors, acting upon the recommendation of
the Audit Committee, has appointed the independent public
accounting firm of Deloitte & Touche to be the Company's
auditors for fiscal year 1994. As in the past, the Board
has determined that it would be desirable to request
ratification of its appointment by the Shareholders of the
Company. If the Shareholders do not ratify the appointment
of Deloitte & Touche, the appointment of independent
public accountants will be reconsidered by the Board. A
representative of Deloitte & Touche will be present at the
Annual Meeting, will have the opportunity to make a
statement if he or she so desires and will be available to
respond to appropriate questions. The affirmative vote of
the majority of the shares represented at the meeting and
entitled to vote is required for the ratification of
Deloitte & Touche as auditors.
The Board of Directors recommends ratification of Deloitte
& Touche as auditors for the Company.
18
<PAGE>
SOLICITATION OF
PROXIES
All expenses of proxy solicitation will be paid by the
Company. Solicitation of proxies will be made primarily by
mail, but proxies may also be solicited personally, by
telephone and by telegraph and by regular officers and
employees of the Company who will receive no additional
compensation for their services. Brokers or other persons
holding shares in their names or in the names of nominees
will be reimbursed their reasonable expenses for sending
proxy material to principals and obtaining their proxies.
In addition, the Company has retained Corporate Investor
Communications, Inc. to aid in the Company's solicitation
for an estimated fee of $6,500 plus out-of-pocket
expenses.
COMPLIANCE WITH
SECTION 16(A) OF
THE EXCHANGE ACT
OF 1934
Based solely on its review of copies of reports made
pursuant to Section 16(a) of the Securities Exchange Act
of 1934 and the related regulations, the Company believes
that during fiscal year 1993 all filing requirements
applicable to its directors, executive officers and 10
percent shareholders were satisfied, except that one
report, covering one transaction, was filed late by John
N. Nordstrom, a Co-Chairman of the Company.
OTHER MATTERS
The Board of Directors of the Company knows of no other
matters that may come before the meeting. However, if any
other matters should properly come before the meeting or
any adjournment thereof, it is the intention of the
persons named in the proxy to vote the Proxy in accordance
with their best judgment.
SHAREHOLDER
PROPOSALS FOR 1995
ANNUAL MEETING
Proposals for Shareholder action which eligible
Shareholders wish to have included in the Company's proxy
mailed to Shareholders in connection with the Company's
proxy mailed to Shareholders in connection with the
Company's 1995 Annual Meeting must be received by the
Company at its principal executive offices on or before
December 7, 1994.
By Order of the Board of Directors
KAREN E. PURPUR
Secretary
Seattle, Washington
April 5, 1994
19
<PAGE>
EXHIBIT A
1993 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
1. PURPOSE. The purposes of the 1993 Non-Employee Director Stock Incentive
Plan (the "Plan") are to attract and retain well-qualified persons for service
as directors of Nordstrom, Inc. (the "Company"), to provide directors through
the payment of an incentive payable in shares of the Company's Common Stock,
without par value ("Common Stock"), with the opportunity to increase their
proprietary interest in the Company, and thereby to increase their personal
interest in the Company's continued success.
2. ADMINISTRATION. Responsibility and authority to administer and interpret
the provisions of the Plan shall be conferred upon the Compensation and Stock
Option Committee ("Committee").
The Committee may employ attorneys, consultants, accountants or other persons
and the Committee, the Company and its officers and directors shall be entitled
to rely upon the advice, opinions or valuations of any such persons. All usual
and reasonable expenses of the Committee shall be paid by the Company. All
actions taken and all interpretations and determinations made by the Committee
in good faith shall be final and binding upon all recipients who have received
awards, the Company and other interested persons. No member of the Committee
shall be personally liable for any action, determination or interpretations
taken or made in good faith with respect to the Plan or awards made hereunder,
and all members of the Committee shall be fully indemnified and protected by the
Company in respect of any such action, determination or interpretation.
3. ELIGIBILITY. All directors of the Company who are neither full-time
employees of the Company nor officers of the Company shall be participants in
the Plan.
4. AWARDS. Awards under the Plan shall consist of two parts, a stock award
(the "Stock Award") and a cash award (the "Tax Gross Up") intended to offset the
federal income tax liability attributable to the Stock Award. The Stock Award
and the Tax Gross Up shall be payable in stock and cash as provided hereunder.
Within thirty (30) days after each Annual Meeting of Shareholders of the Company
during the term hereof, the Company shall cause to be issued to each person who
is an eligible director immediately following the Annual Meeting that number of
full shares of Common Stock (rounded to the nearest whole share) determined by
dividing $10,000 by the mean of the closing bid and ask prices of a share of
Common Stock as of the date of the Annual Meeting, or, if no sale of Common
Stock has been recorded on that date, then on the next preceding date on which a
sale was made (the "Fair Market Value").
Concurrently with the issuance of each Stock Award, the Company shall deliver to
each eligible director a cash payment of $4,000 as the Tax Gross Up.
No payment will be required from the director upon the issuance or delivery of a
Stock Award or Tax Gross Up, except that any amount necessary to satisfy
applicable federal, state or local tax requirements shall be withheld or paid
promptly upon notification of the amount due and prior to or concurrently with
A-1
<PAGE>
issuance of a certificate representing a Stock Award; provided that
notwithstanding anything contained herein to the contrary, the Committee may
accept stock received in connection with the Stock Award being taxed or
otherwise previously acquired in satisfaction of any withholding requirements.
5. TERMS AND CONDITIONS. Up to 25,000 shares of Common Stock may be issued
from authorized shares of the Company pursuant to the Plan. Shares of Common
Stock issued pursuant to the Plan shall be from authorized but unissued shares.
To the extent the shares are not registered under the Securities Act of 1933, as
amended (the "Act"), they may not be sold, assigned, transferred or otherwise
disposed of in the absence of an effective registration statement covering the
shares, or an available exemption under the Act.
A director may not sell or otherwise transfer shares issued as a Stock Award
under the Plan for a period of six (6) months from the date of the award.
The Committee shall appropriately adjust the number of shares for which awards
may be granted pursuant to the Plan in the event of reorganization,
recapitalization, stock split, reverse stock split, stock dividend, exchange or
combination of shares, merger, consolidation, rights offering, or any change in
capitalization of the Company.
6. AMENDMENT OR DISCONTINUANCE. The Board of Directors of the Company may, at
any time amend, rescind or terminate the Plan, as it shall deem advisable;
provided, however, that (i) no change may be made in any Stock Award or Tax
Gross Up previously made under the Plan which would impair the recipients'
rights without their consent; (ii) no amendment to the Plan may be made without
approval of the Company's Shareholders if the effect of the amendment would be
to: (a) materially increase the number of shares reserved for issuance hereunder
or benefits accruing to participants under the Plan, (b) materially change the
requirements for eligibility under Section 3 hereof, or (c) materially modify
the method for determining the number of shares awarded under Section 4 hereof,
except that any such increase or modification that results from adjustments
authorized by the last paragraph of Section 5 shall not require such approval;
and (iii) no amendment may be made to the Plan within six months of a prior
amendment, except as required for compliance with the Internal Revenue Code of
1986 or the rules thereunder.
7. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective as of May
17, 1993 and shall remain in effect until December 31, 2002. Stock Awards
granted prior to termination of the Plan, shall, notwithstanding termination of
the Plan, continue to be effective and shall be governed by the Plan.
8. GOVERNING LAW. The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the state of Washington
pertaining to contracts made and to be performed wholly within such
jurisdiction.
A-2
<PAGE>
NORDSTROM, INC. PROXY -- 1994 ANNUAL MEETING
1501 FIFTH AVENUE, SEATTLE, WA 98101-1603
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints D. Wayne Gittinger and Karen E. Purpur, or either of
them, with full power of substitution, proxies to vote all shares of stock of
the undersigned entitled to vote at the Annual Meeting of Shareholders of
Nordstrom, Inc. to be held May 17, 1994, in Oak Brook, Illinois, at 9:00 a.m.,
Central Time, and any adjournment thereof, with all power the undersigned would
possess if personally present.
The Board of Directors recommends a vote "FOR":
1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLD AUTHORITY
(EXCEPT AS INDICATED TO VOTE FOR ALL
TO THE CONTRARY BELOW) NOMINEES
Nominees: P. M. Condit, D. W. Gittinger, J. F. Harrigan, C. A. Lynch, A. D.
McLaughlin, J. A. McMillan, B. A. Nordstrom, J. F. Nordstrom, J. N. Nordstrom,
A. E. Osborne, Jr., W. D. Ruckelshaus, M. T. Stamper and E. C. Vaughan.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
- - --------------------------------------------------------------------------------
2. APPROVAL OF THE 1993 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
/ / FOR / / AGAINST / / ABSTAIN
3. RATIFICATION OF APPOINTMENT OF AUDITORS
/ / FOR / / AGAINST / / ABSTAIN
(Continued and to be signed on other side)
<PAGE>
4. Such other matters as may properly come before the meeting. The Board of
Directors at present knows of no other matters to be brought before the
meeting.
This proxy will be voted in accordance with the instructions given. UNLESS
REVOKED OR OTHERWISE INSTRUCTED, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2 AND WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION
OF THE PROXIES UPON ALL OTHER MATTERS WHICH MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
DATED: _______________, 1994
____________________________
____________________________
Signature of Shareholder(s)
PLEASE SIGN AS YOUR NAME
APPEARS. Trustees,
Guardians, Personal and
other Representatives,
please indicate full titles.
PLEASE VOTE, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
POSTAGE-PAID ENVELOPE.
