Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On May 20, 2022, Macy's, Inc. ("Macy's") held its annual meeting of
shareholders. At the annual meeting, shareholders approved the Macy's, Inc.
Employee Stock Purchase Plan (the "ESPP"). The ESPP was approved by the Board of
Directors of Macy's on March 24, 2022, subject to shareholder approval at the
annual meeting, and became effective with shareholder approval on May 20, 2022.
The ESPP is described in Macy's definitive proxy statement on Schedule 14A for
the annual meeting, filed with the Securities and Exchange Commission on April
1, 2022 (the "Proxy Statement"), in the section entitled "Item 4. Approval of
the Macy's, Inc. Employee Stock Purchase Plan," which description is
incorporated herein by reference. The description of the ESPP in the Proxy
Statement is qualified by reference to the actual text of the ESPP, 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 20, 2022. The following is a summary of the matters voted on at the
meeting:
1. Shareholders approved the election of thirteen directors for a one-year
term expiring at the 2023 annual meeting of Macy's shareholders, as
follows:
FOR AGAINST ABSTAIN BROKER NON-VOTE
Francis S. Blake 190,988,277 2,550,024 889,375 38,885,978
Torrence N. Boone 191,504,983 1,911,884 1,010,809 38,885,978
Ashley Buchanan 191,698,855 1,682,060 1,046,761 38,885,978
John A. Bryant 190,410,981 2,940,752 1,075,943 38,885,978
Marie Chandoha 192,361,885 1,081,633 984,158 38,885,978
Deirdre P. Connelly 188,357,573 5,133,498 936,605 38,885,978
Jeff Gennette 188,752,491 4,421,756 1,253,429 38,885,978
Jill Granoff 192,218,858 1,229,203 979,615 38,885,978
Leslie D. Hale 191,584,467 1,869,486 973,723 38,885,978
William H. Lenehan 191,846,044 1,502,060 1,079,572 38,885,978
Sara Levinson 188,878,320 4,631,813 917,543 38,885,978
Paul C. Varga 191,018,512 2,420,654 988,510 38,885,978
Tracey Zhen 192,217,167 1,326,859 883,650 38,885,978
2. Shareholders ratified the appointment of KPMG LLP as Macy's independent
registered public accounting firm for the fiscal year ending January 28,
2023, as follows:
FOR AGAINST ABSTAIN
223,502,970 8,452,252 1,358,432
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3. Shareholders approved the advisory vote to approve named executive officer
compensation, as follows:
BROKER
FOR AGAINST ABSTAIN NON-VOTE
177,445,785 15,913,842 1,068,049 38,885,978
4. Shareholders approved the Macy's, Inc. Employee Stock Purchase Plan, as
follows:
BROKER
FOR AGAINST ABSTAIN NON-VOTE
192,209,700 1,434,773 783,203 38,885,978
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MACY'S, INC.
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