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 21, 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 2.02 Results of Operations and Financial Condition
On February 23, 2006, Nordstrom, Inc. issued an earnings release announcing
its results of operations for the quarter and year ended January 28, 2006, its
financial position as of January 28, 2006, and its cash flows for the year
ended January 28, 2006. A copy of this earnings release is attached as
Exhibit 99.1.
ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On February 22, 2006, Nordstrom, Inc. issued a press release announcing the
appointment of Philip G. Satre to its Board of Directors, effective February
21, 2006. A copy of this press release is attached as Exhibit 99.2. There
are no arrangements or understandings between Mr. Satre and any other person
pursuant to which Mr. Satre was appointed to the Board of Directors. Mr. Satre
and the Company are not parties to any transaction requiring disclosure under
Item 404(a) of Regulation S-K.
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On February 21, 2006, in conjunction with the appointment of Mr. Philip Satre
to the Board of Directors, Nordstrom, Inc.'s Board of Directors unanimously
approved an amendment to the Company's bylaws to increase the number of
directors from nine to ten.
ITEM 7.01 Regulation FD Disclosure
On February 23, 2006, Nordstrom, Inc. issued an earnings release announcing
its results of operations for the quarter and year ended January 28, 2006,
its financial position as of January 28, 2006, and its cash flows for the
year ended January 28, 2006. A copy of this earnings release is attached as
Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits
99.1 Nordstrom earnings release dated February 23, 2006 relating to
the Company's results of operations for the quarter and year ended
January 28, 2006, its financial position as of January 28, 2006, and its
cash flows for the year ended January 28, 2006.
99.2 Nordstrom press release dated February 22, 2006 announcing the
appointment of Philip Satre to the Company's Board of Directors.
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/ Michael G. Koppel
-----------------------
Michael G. Koppel
Executive Vice President and
Chief Financial Officer
Dated: February 23, 2006
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
99.1 Nordstrom earnings release dated February 23, 2006 relating to
the Company's results of operations for the quarter and year
ended January 28, 2006, its financial position as of January 28,
2006, and its cash flows for the year ended January 28, 2006.
99.2 Nordstrom press release dated February 22, 2006 announcing the
appointment of Philip Satre to the Company's Board of Directors.