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Quotes & Info
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| JWN > SEC Filings for JWN > Form 8-K on 3-Mar-2009 | All Recent SEC Filings |
3-Mar-2009
Entry into a Material Definitive Agreement, Change in Directors or Principal Office
2008
Named Executive Bonus
Officer (1)
Blake W. Nordstrom $ -
President
Peter E. Nordstrom $ -
EVP and President, Merchandising
Erik B. Nordstrom $ -
EVP and President, Stores
Michael G. Koppel $ 108,000
EVP and Chief Financial Officer
Daniel F. Little $ 78,750
EVP and Chief Administrative Officer
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(1) The 2008 cash
bonuses were
determined
based on the
achievement of
pre-established
performance
measures set by
the Committee
under the
shareholder
approved
Nordstrom, Inc.
Executive
Management
Group Bonus
Plan (the "EMG
Plan").
No changes in base compensation were approved.
The Committee also awarded stock option grants to the Company's five NEOs,
effective February 27, 2009. Stock options were granted pursuant to the terms of
the Nordstrom, Inc. 2004 Equity Incentive Plan (the "Plan"). Stock option grants
have a term of ten years with an exercise price equivalent to the fair market
value of the Company's stock on February 27, 2009. Vesting occurs at a rate of
25% annually beginning one year from the date of grant. The number of options to
be awarded to each individual is a function of base pay, a long-term incentive
(LTI) percentage and the fair value of an option. The Binomial Lattice model is
used to estimate the fair value of an
option. This model requires the input of certain assumptions, including
risk-free interest rate, volatility, dividend yield and expected life. The
formula for determining the number of options granted is:
No. of Options = (base pay * LTI%) / option fair value
The 2009 Nonqualified Stock Option Grant Agreement and Form of Notice are
attached hereto as Exhibit 10.2.
The Committee also awarded Performance Share Units ("PSUs") to the Company's
five NEOs. PSUs are granted pursuant to the terms of the Nordstrom, Inc. 2004
Equity Incentive Plan. PSUs entitle the participant to settle in shares of
Company Common Stock or to elect cash in lieu thereof upon the achievement of
such performance goals as may be established by the Committee at the time of
grant based on any one or combination of certain performance criteria enumerated
in the Plan. The 2009 PSUs are earned over a three-year period from fiscal year
2009 through fiscal year 2011. The percentage of PSUs granted that will actually
be earned at the end of the three-year period is based upon the Company's total
shareholder return compared to the total shareholder return of companies in a
pre-defined group of retail peers. Additionally, PSUs will only be earned if the
Company's total shareholder return for the period is positive. The number of
units to be awarded to each individual is a function of base pay, a long-term
incentive (LTI) percentage and stock price. The formula for determining the
number of units granted is:
No. of Units = (base pay * LTI%) / stock price
The 2009 Performance Share Unit Award Agreement and Form of Notice are attached
hereto as Exhibit 10.3. The number of PSUs awarded to the NEOs is shown in the
table below.
Named Executive 2009 PSUs
Officer Awarded
Blake W. Nordstrom 19,488
President
Peter E. Nordstrom 18,096
EVP and President, Merchandising
Erik B. Nordstrom 18,096
EVP and President, Stores
Michael G. Koppel 13,363
EVP and Chief Financial Officer
Daniel F. Little 11,693
EVP and Chief Administrative Officer
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The Committee also certified the level of attainment of the pre-established
performance goals for the 2006 PSU grant relating to fiscal years 2006 through
2008 at 0%. Although the Company was within the top half of companies within the
pre-defined group of retail peers, the Company's total shareholder return during
the period was negative. As a result, PSUs granted in 2006 were not earned and
will not be paid.
The Committee established bonus goals, performance levels and award levels that
may be earned during the fiscal year ending January 30, 2010 ("Fiscal Year
2009") under the EMG Plan. Under the EMG Plan, bonus awards are paid only when
performance goals are achieved. The bonus target and maximum payments are
expressed as a percentage of base salary and the bonus goals vary by position
depending each participant's area of responsibility and influence.
Fiscal year 2009 bonus arrangements for the Company's NEOs were established by
the Committee as follows (Earnings before Interest and Taxes is referred to in
the table below as "EBIT" and Return on Invested Capital is referred to as
"ROIC"):
Bonus Target Bonus Maximum
Named Executive as a % of Base as a % of Bonus Measures
Officer Salary Base Salary and Weighting
Blake W. Nordstrom 100 % 250 % EBIT with an ROIC Threshold: 100%
President
Peter E. Nordstrom 100 % 250 % EBIT with an ROIC Threshold: 100%
EVP and President, Merchandising
Erik B. Nordstrom 100 % 250 % EBIT with an ROIC Threshold: 100%
EVP and President, Stores
Michael G. Koppel 80 % 250 % EBIT with an ROIC Threshold: 100%
EVP and Chief Financial Officer
Daniel F. Little 80 % 250 % EBIT with an ROIC Threshold: 100%
EVP and Chief Administrative Officer
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In addition to taking the actions described above, the Committee took two
actions with respect to compensatory plans which may affect the Company's NEOs.
First, the Committee amended the Company's Supplemental Executive Retirement
Plan (the "SERP") to eliminate the Company's prior practice of paying a tax
gross-up to retiring executives related to the Company's payment of the employee
portion of medicare and social security taxes on SERP benefits. The amendment to
the SERP is filed hereto as Exhibit 10.4. Second, the Committee recommended to
the Board of Directors, and the Board approved, an amendment to the Company's
401(k) Plan & Profit Sharing (the "401(k) Plan"). As a result of the amendments
to the 401(k) Plan, the Company has flexibility to reduce or suspend Company
match of participant contributions at any time of the year, rather than prior to
a new plan year. In addition, the amendments provide the Company with the
flexibility to award a discretionary match and remove an ambiguity regarding the
amount of any guaranteed contribution. This summary of the amendments to the
401(k) Plan is qualified in its entirety by the text of the amendments, which
are attached as Exhibit 10.5 and incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NUMBER DESCRIPTION 10.1 Form of Independent Director Indemnification Agreement 10.2 2009 Nonqualified Stock Option Grant Agreement and Form of Notice 10.3 2009 Performance Share Unit Award Agreement and Form of Notice 10.4 Amendment 2009-1 to the Nordstrom Supplemental Executive Retirement Plan 10.5 Amendment 2009-1 to the Nordstrom 401(k) Plan & Profit Sharing |
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