Nordstrom, Inc. – Form 8-K Summary (April 1, 2025)

Event: Appointment of Interim Chief Accounting Officer

Appointee: Randy Kanai, age 50

Current Role: Vice President – Controller (since June 2017)

New Role: Interim Chief Accounting Officer, effective April 1, 2025

Background: Joined Nordstrom in 2001; holds a B.A. in Business Administration (Accounting) from the University of Washington

Disclosure:

No arrangements or agreements with other persons regarding the appointment

No family relationships with directors or officers

No material interest in related party transactions under Item 404(a)

This leadership update reflects Nordstrom’s internal succession planning within its finance team.

Nordstrom reported strong fourth-quarter 2024 earnings, with revenue, comparable sales, and earnings meeting or exceeding the high end of its fiscal outlook. Comparable sales grew 4.7% year-over-year, with Nordstrom banner sales up 5.3% and Nordstrom Rack sales up 3.5%. Adjusted earnings per share (EPS) came in at $1.10, while adjusted earnings before interest and taxes (EBIT) reached $273 million.

For the full fiscal year, Nordstrom reported net earnings of $294 million and an EPS of $1.74. Adjusted EBIT stood at $593 million, representing 4.1% of total sales. The company highlighted strong growth in women’s apparel, activewear, and men’s apparel. Digital sales represented 38% of total revenue for the quarter.

In corporate news, Nordstrom announced that Chief Financial Officer Cathy Smith will be leaving the company to take on a CFO role at another publicly traded firm. A search for her replacement is underway. Additionally, Nordstrom is in the process of going private through an acquisition agreement with members of the Nordstrom family and Mexican retailer El Puerto de Liverpool, expected to close in the first half of 2025.

The company reported an 11.4% increase in inventory, attributed to stronger top-brand investments and higher in-transit stock. Gross profit margins improved by 290 basis points, driven by better markdown timing, improved shrink, and reduced loyalty promotions.

Nordstrom also outlined upcoming store openings, including 17 Nordstrom Rack locations planned for 2025. The company ended the fiscal year with $1.8 billion in available liquidity, including $1 billion in cash.

Nordstrom, Inc. announced that its Board of Directors has approved a quarterly dividend. The company issued a press release on February 26, 2025, to disclose this decision. The details of the dividend, including the amount and payment date, were not provided in the 8-K filing but are included in the press release, which is attached as Exhibit 99.1.

This announcement reaffirms Nordstrom’s commitment to returning value to shareholders. Investors and stakeholders can review the full details of the press release for further information.

Nordstrom, Inc. announced updates regarding its merger agreement with Norse Holdings, Inc. and Navy Acquisition Co. Inc., where Nordstrom will become a wholly-owned subsidiary of Norse Holdings. As part of the merger, certain executive officers of Nordstrom have entered into retention bonus agreements to ensure continuity and performance during the transition period.

Key details include:

- Retention bonuses were granted to Kenneth J. Worzel, Catherine R. Smith, and Jason Morris, with respective amounts of $1,790,000, $1,750,000, and $1,660,000. Payments will be staggered over a two-year period post-closing of the merger, contingent on continued employment and performance.

- The retention program aims to secure critical leadership continuity until the closing date or December 15, 2025, and for two years following the merger, if requested by the parent company.

The company also reiterated the importance of shareholder and regulatory approvals for the completion of the transaction. Shareholders will be provided with a proxy statement and additional relevant documents to review before voting on the merger. Nordstrom emphasized that forward-looking statements are subject to risks and uncertainties, including those related to transaction timing, regulatory approvals, and operational impacts.

The report includes a cautionary note about forward-looking statements and additional information on participants in the proxy solicitation process.