Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2024
(Exact name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
151 West 34th StreetNew YorkNew York 10001
(Address of Principal Executive Offices)
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par value per shareMNew 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 companyo
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 17, 2024, at the annual meeting of shareholders of Macy’s, Inc. (“Macy’s”), shareholders approved the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan (the “2024 Plan”). The 2024 Plan had been approved by the Board of Directors of Macy’s on March 11, 2024, subject to shareholder approval at the annual meeting, and became effective with shareholder approval on May 17, 2024.

The 2024 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 15, 2024 (the “Proxy Statement”), in the section entitled “Item 4. Approval of the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan,” which description is incorporated herein by reference. The description of the 2024 Plan in the Proxy Statement is qualified by reference to the actual text of the 2024 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. was held virtually on May 17, 2024. The following is a summary of the matters voted on at the meeting:

1. Shareholders approved the election of 15 directors to serve for a one-year term expiring at the 2025 annual meeting of Macy's shareholders, as follows:

Emilie Arel187,430,46710,384,028 784,242 27,583,104 
Torrence N. Boone187,970,8899,755,563 872,285 27,583,104 
Ashley Buchanan187,887,7859,818,843 892,109 27,583,104 
Marie Chandoha187,142,89510,605,095 850,747 27,583,104 
Naveen K. Chopra187,770,2169,883,146 945,375 27,583,104 
Richard Clark194,506,4753,334,012 758,250 27,583,104 
Deirdre P. Connelly184,110,70113,615,064 872,972 27,583,104 
Jill Granoff186,939,12910,723,854 935,754 27,583,104 
William H. Lenehan188,859,0128,842,909 896,816 27,583,104 
Sara Levinson184,659,57113,186,592 752,574 27,583,104 
Richard Markee194,392,3933,454,181 752,163 27,583,104 
Douglas W. Sesler187,640,94810,334,094 623,695 27,583,104 
Tony Spring183,767,41414,120,815 710,508 27,583,104 
Paul C. Varga184,804,94012,979,670 814,127 27,583,104 
Tracey Zhen187,828,5849,981,699 788,454 27,583,104 

2. Shareholders ratified the appointment of KPMG LLP as Macy's independent registered public accounting firm for the fiscal year ending February 1, 2025, as follows:

209,707,158 15,831,161 643,522 

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

181,709,598 16,048,244 840,895 27,583,104 

4. Shareholders approved the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan, as follows:

174,055,063 23,906,158 637,516 27,583,104 

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.
Dated: May 20, 2024By:/s/ Tracy M. Preston
Name:Tracy M. Preston
Title:Executive Vice President, Chief Legal Officer and Secretary