Date of Report (Date of earliest event reported): May 19, 2023
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 York10001
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
o
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.
o
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 19, 2023.The following is a summary of the matters voted on at the meeting:
1.Shareholders approved the election of 14 directors to serve for a one-year term expiring at the 2024 annual meeting of Macy's shareholders, as follows:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
Emilie Arel
189,030,915
2,555,938
383,565
28,165,815
Francis S. Blake
188,620,853
2,934,224
415,341
28,165,815
Torrence N. Boone
189,540,349
2,055,726
374,343
28,165,815
Ashley Buchanan
189,442,084
2,119,898
408,436
28,165,815
Marie Chandoha
189,669,494
1,951,600
349,324
28,165,815
Naveen K. Chopra
190,239,237
1,360,732
370,449
28,165,815
Deirdre P. Connelly
182,948,595
8,641,840
379,983
28,165,815
Jeff Gennette
184,284,119
5,277,916
2,408,383
28,165,815
Jill Granoff
189,327,034
2,265,323
378,061
28,165,815
William H. Lenehan
189,629,601
1,940,868
399,949
28,165,815
Sara Levinson
186,830,922
4,769,449
370,047
28,165,815
Antony Spring
187,347,282
4,239,233
383,903
28,165,815
Paul C. Varga
187,168,322
4,406,549
395,547
28,165,815
Tracey Zhen
189,555,133
2,021,644
393,641
28,165,815
2.Shareholders ratified the appointment of KPMG LLP as Macy's independent registered public accounting firm for the fiscal year ending February 3, 2024, as follows:
FOR
AGAINST
ABSTAIN
209,800,788
9,569,926
765,519
3.Shareholders approved the advisory vote to approve named executive officer compensation, as follows:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
184,374,243
6,803,298
792,877
28,165,815
4. Shareholders approved 1 year as the frequency of the advisory vote to approve named executive officer compensation, as follows:
1 YEAR
2 YEARS
3 YEARS
ABSTAIN
BROKER NON-VOTE
178,844,268
486,215
12,176,679
463,256
28,165,815
In accordance with the Board of Directors’ recommendation and the voting results on the advisory vote to approve the frequency of the advisory vote to approve named executive officer compensation (referred to as the “say-on-frequency” vote), the Company will include an advisory vote to approve named executive officer compensation in the Company’s proxy materials every 1 year until the next required say-on-frequency vote.
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 23, 2023
By:
/s/ Elisa D. Garcia
Name:
Elisa D. Garcia
Title:
Executive Vice President, Chief Legal Officer and Secretary
