Nordstrom (JWN) AGM 2025 summary

Opening remarks and agenda

• Chairman recognized the board, special committee, and management team for their dedication and efforts, especially regarding the merger agreement.

• Legal counsel, proxy solicitor, and inspector of elections were introduced as present.

• The meeting was called to order with three agenda items: merger agreement, executive compensation related to the merger, and potential adjournment.

Board and executive committee updates

• Special committee members and their roles were acknowledged, highlighting their 15 months of work on the merger.

• Board and special committee unanimously recommended approval of the proposals, with two directors abstaining.

Shareholder proposals

• Three proposals were presented: approval of the merger agreement, advisory vote on executive compensation tied to the merger, and adjournment if more votes were needed.

• The adjournment proposal was not voted on as sufficient votes were expected for the merger.