Nordstrom : Post-effective amendment to an S-8 filing

Registration No. 333-101110

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO FORM S-8 REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

NORDSTROM, INC.

(Exact name of registrant as specified in its charter)

Washington	91-0515058
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
1617 Sixth Avenue, Seattle, Washington	98101
(Address of Principal Executive Offices)	(Zip Code)
2002 Nonemployee Director Stock Incentive Plan
(Full title of the plan)
Ann Munson Steines
1700 Seventh Avenue, 15th Floor
Seattle, Washington 98101
(Name and address of agent for service)
206-628-2111
(Telephone number, including area code, of agent for service)
Copies to:
Brian B. DeFoe
William W. Lin
Lane Powell PC
1420 Fifth Avenue, Suite 4200
Seattle, Washington 98101-2338

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨

PART I

EXPLANATORY NOTE

On May 23, 2019 (the "Approval Date"), the shareholders of Nordstrom, Inc. ("Nordstrom") voted to approve the Nordstrom, Inc. 2019 Equity Incentive Plan. Effective as of the Approval Date, the 2002 Nonemployee Director Stock Incentive Plan (the "2002 Plan"), as amended, terminated in its entirety and all shares within the plan were canceled and no longer available for issuance as awards; provided that all outstanding awards under the 2002 Plan as of the Approval Date remain outstanding and shall be administered and settled in accordance with the provisions of the 2002 Plan.

Accordingly, Nordstrom is filing this Post-Effective Amendment No. 1 with respect to the Registration Statement on Form S-8 (Registration No. 333-101110) filed by Nordstrom with the Securities and Exchange Commission on November 8, 2002 (the "Registration Statement") to deregister 209,768 Common Shares under the 2002 Plan.

Nordstrom is acting pursuant to the power conferred on it to reduce the amount of securities registered by the Registration Statement under Rule 478 of the Securities Act of 1933, as amended, and in accordance with its undertaking set forth in Part II, Item 9 of the Registration Statement.

EXHIBIT INDEX

EXHIBIT

NUMBERDESCRIPTION

24.1	Power of Attorney

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S- 8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Seattle, State of Washington, on September 4, 2019.

NORDSTROM, INC.

/s/ Ann Munson Steines

Ann Munson Steines

Executive Vice President,

General Counsel and Corporate Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons on September 4, 2019.

Principal Financial Officer:			Principal Executive Officer:
/s/	Anne L. Bramman		/s/	Erik B. Nordstrom
	Anne L. Bramman			Erik B. Nordstrom
	Chief Financial Officer			Co-President
Principal Accounting Officer:
/s/	Kelley K. Hall
	Kelley K. Hall
	Chief Accounting Officer and Treasurer
Directors:

/s/*

Shellye L. Archambeau

Director

/s/*

	Tanya L. Domier
	Director
/s/*
	Glenda G. McNeal
	Director
/s/	Peter E. Nordstrom
	Peter E. Nordstrom
	Director
/s/*
	Gordon A. Smith
	Director
/s/*
	B. Kevin Turner
	Director

/s/*

	Stacy Brown-Philpot
	Director
/s/*
	Kirsten A. Green
	Director
/s/	Erik B. Nordstrom
	Erik B. Nordstrom
	Director
/s/*
	Brad D. Smith
	Chairman of the Board of Directors
/s/*
	Bradley D. Tilden
	Director

*The undersigned, by signing her name hereto, signs and executes this registration statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

/s/ Ann Munson Steines

Ann Munson Steines

Attorney-in-Fact

Date:

September 4, 2019

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of NORDSTROM, INC., a Washington corporation (the "Company") does hereby constitute and appoint ANN MUNSON STEINES his or her true and lawful attorney and agent to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable or which may be required to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with the filings with the Securities and Exchange Commission of Post-Effective Amendments to the Registration Statements relating to the Nordstrom, Inc. 2010 Equity Incentive Plan (Registration No. 333-189301) and the 2002 Nonemployee Director Stock Incentive Plan (Registration No. 333-101110) (collectively, the "Registration Statements"), and each of the undersigned does hereby ratify and confirm all that said attorney and agent may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has subscribed to these presents this 4th day of September 2019.

Directors:
/s/	Shellye L. Archambeau		/s/	Stacy Brown-Philpot
	Shellye L. Archambeau			Stacy Brown-Philpot
	Director			Director
/s/	Tanya L. Domier		/s/	Kirsten A. Green
	Tanya L. Domier			Kirsten A. Green
	Director			Director
/s/	Glenda G. McNeal		/s/	Erik B. Nordstrom
	Glenda G. McNeal			Erik B. Nordstrom
	Director			Director
/s/	Peter E. Nordstrom		/s/	Brad D. Smith
	Peter E. Nordstrom			Brad D. Smith
	Director			Chairman of the Board of Directors
/s/	Gordon A. Smith		/s/	Bradley D. Tilden
	Gordon A. Smith			Bradley D. Tilden
	Director			Director
/s/	B. Kevin Turner
	B. Kevin Turner
	Director
Date:	September 4, 2019