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1617 Sixth Avenue, Seattle, Washington 98101
April 7, 2022
Dear Shareholder,
When the world came to a halt in 2020, Nordstrom had more than a century's worth of experience to draw upon. As a company, we had already weathered recessions and economic volatility, periods of social and political turbulence, natural disasters, and armed conflicts. Even as we faced an unprecedented global pandemic, we possessed a depth of experience and an unflagging commitment to our customers that left us well equipped to navigate challenging circumstances.
Two years later, the pandemic has revealed the strength of our company culture and the value of knowing what we stand for. For years, we've structured our organization as an inverted pyramid, with the customer at the top, followed by the teams serving those customers, with management supporting their efforts from below. This approach ensures the customer remains at the center of everything we do and encourages our people to support one another in service of a shared goal.
This ethos has always been an important part of our business, and it's proven especially critical to our ability to navigate and adapt to the complex set of headwinds facing us today. Like others in our industry, we spent much of 2021 addressing and adapting to supply chain pressures, shifting consumer behavior, and the needs of an evolving workforce during a global pandemic. If 2020 showed us what we can achieve when we come together in service of our customers, 2021 challenged us to think creatively about the way we deliver that service in an evolving retail landscape.
While we succeeded in hitting our fiscal 2021 targets and have made good progress towards delivering the goals set forth at our February 2021 Investor Event, we know that there is opportunity to do better. We're acting with urgency to win in our most important markets, broaden the reach of Nordstrom Rack, and increase our digital velocity, building on our core differentiators - a commitment to customer service, interconnected digital and physical assets and strong partnerships with the world's best brands - to win customers and serve them on their terms. We recognize that we can and must continue to improve our performance, and we're motivated to rise to the occasion.
Despite presenting new operational challenges, 2021 has given us much to be optimistic about: we continued to invest in our digital acceleration, grew choice count by 50%, launched more than 300 new brands, expanded customer-facing services like order pickup and in-store fulfillment, and built deeper connections through our customer loyalty programs. We've made an enormous amount of progress on our balance sheet and are in a stronger position now than at any time since the pandemic began.
Our Closer to You strategy, which we first outlined at the beginning of 2021, continues to be a powerful enabler for our business, combining the strength of our Nordstrom and Nordstrom Rack banners with robust digital capabilities to deliver on our reputation for unmatched customer service. At the heart of this strategy is our belief that great service lies at the intersection of convenience and connection. We must continue to provide customers with high-quality products, when and where they want them, and deliver an experience that is relevant and personal.
We've seen strong evidence that our strategy is working. For example, the average customer who shops across both banners, in stores and online, spends 12 times more than a customer utilizing a single channel and banner. And during our most recent Anniversary Sale, nearly 40% of our next day Nordstrom online order pickups happened at Rack stores.
We're also continuing to evolve our approach to merchandising, leveraging our data to create personalized experiences that serve up more of what our customers want, when and where they want it. This analytics work enables us to provide a greater selection of categories and price points where we know there's demand and do so in a way that feels curated and relevant.
Our brand partners are crucial to these efforts, and we pride ourselves in developing creative, complementary partnerships that expand our selection to engage new customers while growing wallet share with our existing customers. In 2021, we launched innovative new partnerships with brands like Fanatics, finishing the year with a record-high choice count.
As we anticipate and adapt to the needs of our customers, it's important to note that our values remain unchanged. We're deeply committed to doing business in ways that make a positive difference in the communities where we operate. That means taking action to protect the environment, giving back to the communities we serve, creating safe and fair workplaces for the people who make our products, and providing our employees with a great place to work. These values have informed a set of five-year goals, first outlined in 2020, that will hold us accountable not only to ourselves, but to our people, our partners, and the industry as a whole. You can learn more about the specific actions we are taking on pages 18 through 20.
This period has also underscored just how essential our people are to our mission. For as long as we've operated, it's been important to us that our corporate teams have the opportunity to serve our customers directly and see firsthand how their work impacts our business. In the second half of 2021, our corporate employees filled over 10,000 shifts in Nordstrom and Nordstrom Rack locations across the U.S. and Canada, working alongside our in-store teams to help move product onto the floor more quickly throughout the holiday season. This kind of large-scale collaboration serves as proof of what we can accomplish when people come together from across our organization in service of our customers. We're grateful to all of our employees for their hard work, resilience, and determination.
SHAREHOLDERS LETTER
In a year filled with milestones, there's one that stands out: 2021 marked 120 years since John W. Nordstrom opened the downtown Seattle shoe store that would become Nordstrom as we know it today. While we continue to celebrate with gratitude for the customers, employees, and partners who have made this journey possible, we know that this is just the beginning.
Looking ahead to 2022 and beyond, we have much to be excited about. We're confident that we have the right strategy in place as we enter the next phase of our evolution and have the tools, determination, and talent we need to thrive for the next century.
Before we sign off, we would be remiss not to acknowledge that one of this letter's authors, Brad Smith, will be stepping down from his role as Board chairman in May and will not be standing for reelection. Having served on our Board since 2013 and as chairman since 2018, Brad's contributions to our business have been invaluable. We're especially grateful for the leadership he's demonstrated over the past two years as we've navigated the challenges of doing business during a global pandemic. Please join us in thanking him for his service and leadership.
We look forward to what we'll accomplish in the year to come.
Sincerely,
Brad D. Smith Chairman of the Board
Chief Executive Officer
President and Chief Brand Officer
NORDSTROM, INC.
1617 Sixth Avenue, Seattle, Washington 98101
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
WHEN
Wednesday, May 18, 2022 9:00 a.m. Pacific Daylight Time
WHERE virtualshareholdermeeting.com/JWN2022
RECORD DATE March 9, 2022
Items of Business
To vote on the following proposals:
To conduct an advisory vote regarding the compensation of our NEOs
1 2 3 4
To elect nine Director nominees named in this Proxy Statement to the Board to serve until the 2023 Annual Meeting of Shareholders
To ratify the appointment of Deloitte as our Independent Registered Public Accounting Firm to serve for the fiscal year ending January 28, 2023
To transact any other business that may properly come before the Annual Meeting and any adjournment or postponement thereof
You are eligible to vote before the Annual Meeting, during the live webcast of the Annual Meeting and any adjournment or postponement thereof, if you were a shareholder of record at the close of business on March 9, 2022 (the "Record Date"). There were 159,398,577 shares of our Common Stock issued and outstanding as of the Record Date. Holders of our Common Stock are entitled to cast one vote per share on each proposal. For further information on how to participate in the meeting, please see Frequently Asked Questions and Answers About the Annual Meeting beginning on page 65 in the Proxy Statement accompanying this Notice.
YOUR VOTE IS VERY IMPORTANT. Whether or not you intend to participate virtually in the Annual Meeting via remote communication, you are encouraged to vote in advance of the meeting. Submitting your proxy now will not prevent you from voting your shares during the meeting, as your proxy is revocable at your option. When you vote, please have available the 16-digit control number found on your Notice of Internet Availability of Proxy Materials or proxy card.
You may vote in advance of the meeting, until 11:59 p.m. Eastern Daylight Time on May 17, 2022 using any of the following methods:
Online
At proxyvote.com
Toll-free Phone Call 1-800-690-6903
Mail
Vote Processing c/o Broadridge 51 Mercedes Way Edgewood, NY 11717
Scanned QR Code Using your mobile device
Seattle, Washington April 7, 2022
By order of the Board of Directors,
Ann Munson Steines
Corporate Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 18, 2022
The accompanying Proxy Statement and the 2021 Annual Report are available at the Investor Relations Website.
This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management. In some cases, forward-looking statements can be identified by terms such as "may," "will," "should," "could," "goal," "would," "expect," "plan," "anticipate," "believe," "estimate," "project," "predict," "potential," "pursue," "going forward," and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements are detailed in the Company's 2021 Annual Report. These forward-looking statements are not guarantees of future performance and speak only as of the date made, and, except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.