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Published: 2021-05-24 16:17:14 ET
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m-8k_20210521.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 21, 2021

 

MACY'S, INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware

1-13536

13-3324058

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

151 West 34th Street, New York, New York 10001

(Address of Principal Executive Offices)

(212) 494-1621

(Registrant's telephone number, including area code)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value per share

M

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 13(a) of the Exchange Act.

☐

 

 


 

 

 

Item 5.02.  

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 21, 2021, Macy’s, Inc. (“Macy’s”) held its annual meeting of shareholders.  At the annual meeting, shareholders approved the Macy’s, Inc. 2021 Equity and Incentive Compensation Plan (the “2021 Plan”).  The 2021 Plan had been approved by the Board of Directors of Macy’s on March 25, 2021, subject to shareholder approval at the annual meeting, and became effective with shareholder approval on May 21, 2021.

  

The 2021 Plan is described in Macy’s definitive proxy statement on Schedule 14A for the annual meeting, filed with the Securities and Exchange Commission on April 6, 2021 (the “Proxy Statement”), in the section entitled “Item 4. Approval of the Macy’s, Inc. 2021 Equity and Incentive Compensation Plan,” which description is incorporated herein by reference.  The description of the 2021 Plan in the Proxy Statement is qualified by reference to the actual text of the 2021 Plan, which is set forth in Appendix A to the Proxy Statement and is incorporated herein by reference.  

 

Item 5.07.Submission of Matters to a Vote of Security Holders

 

The annual meeting of shareholders of Macy’s, Inc. (“Macy’s”) was held virtually on May 21, 2021.  The following is a summary of the matters voted on at the meeting:

 

 

1.

Shareholders approved the election of ten directors for a one-year term expiring at the 2022 annual meeting of Macy's shareholders, as follows:

 

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTE

Francis S. Blake

192,364,542

 

3,757,046

 

549,755

 

43,790,631

Torrence N. Boone

194,111,582

 

1,966,363

 

593,398

 

43,790,631

John A. Bryant

193,705,920

 

2,326,703

 

638,720

 

43,790,631

Deirdre P. Connelly

188,045,607

 

8,031,465

 

594,271

 

43,790,631

Jeff Gennette

187,968,032

 

6,828,115

 

1,875,196

 

43,790,631

Leslie D. Hale

194,069,999

 

1,824,429

 

776,915

 

43,790,631

William H. Lenehan

194,084,665

 

1,887,495

 

699,183

 

43,790,631

Sara Levinson

189,651,877

 

6,362,370

 

657,096

 

43,790,631

Paul C. Varga

187,885,912

 

8,041,611

 

743,820

 

43,790,631

Marna C. Whittington

190,395,068

 

5,685,515

 

590,760

 

43,790,631

 

 

2.

Shareholders ratified the appointment of KPMG LLP as Macy's independent registered public accounting firm for the fiscal year ending January 29, 2022, as follows:

 

FOR

 

AGAINST

 

ABSTAIN

230,410,804

 

9,404,305

 

646,865

 

 

 

 

3.Shareholders approved the advisory vote to approve named executive officer compensation, as follows:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTE

 

 

177,607,884

 

18,182,046

 

881,413

 

43,790,631

 

 

4. Shareholders approved the Macy’s, Inc. 2021 Equity and Incentive Compensation Plan, as follows:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTE

183,311,842

 

12,538,724

 

820,777

 

43,790,631

 

 

 

 

 

 

 

MACY'S, INC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

MACY'S, INC.

 

 

 

 

Dated:  May 24, 2021

 

By:

/s/ Elisa D. Garcia 

 

 

Name:

Elisa D. Garcia

 

 

Title:

Executive Vice President, Chief Legal Officer and Secretary