Shareholders' Equity

3 Months Ended

Apr. 29, 2023

Stockholders' Equity Note [Abstract]

Shareholders' Equity

NOTE 7: SHAREHOLDERS’ EQUITY

Share Repurchases

In May 2022, our Board of Directors authorized a new program to repurchase up to $500 of our outstanding common stock, with no expiration date. We repurchased 0.03 shares of common stock for $1 at an average purchase price per share of $19.41 during the first quarter of 2023, compared with no shares repurchased in the first quarter of 2022, and had $438 remaining in share repurchase capacity as of April 29, 2023.

Dividends

In May 2023, subsequent to quarter end, we declared a quarterly dividend of $0.19 per share, which will be paid on June 14, 2023 to shareholders of record at the close of business on May 30, 2023.

We have certain limitations with respect to the payment of dividends and share repurchases under our Revolver agreement (see Note 4: Debt and Credit Facilities).

Rights Plan

In September 2022, our Board of Directors approved a shareholder rights agreement and declared a dividend of one right for each outstanding share of Nordstrom common stock to shareholders of record on September 30, 2022. The Rights Plan expires September 19, 2023, unless redeemed, exchanged or terminated earlier by our Board of Directors. Each right entitles holders to purchase one newly issued share of Nordstrom common stock at an exercise price of $94 per right, subject to adjustment. Initially, the rights are not exercisable and trade with our shares of common stock.

In general, the rights become exercisable following a public announcement that a person acquires 10% or more of the outstanding shares of Nordstrom common stock. If the rights are exercised, each holder (except the acquiring person) will have the right to receive common stock equal to two times the exercise price of the right. The Company may redeem the rights for $0.001 per right anytime prior to the rights becoming exercisable. The agreement also provides for exceptions and additional terms for other certain situations and circumstances. There is currently no impact to our Condensed Consolidated Financial Statements.

In June 2023, subsequent to quarter end, shareholders voted at our Annual Meeting to approve the advisory vote on the extension of our Rights Plan until September 19, 2025.