FALSE000079436700007943672025-05-162025-05-16

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 16, 2025
MACY'S, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware1-1353613-3324058
(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:
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 5.07. Submission of Matters to a Vote of Security Holders

The annual meeting of shareholders of Macy’s, Inc. was held virtually on May 16, 2025. The following is a summary of the matters voted on at the meeting:

1.Shareholders approved the election of 13 directors to serve for a one-year term expiring at the 2026 annual meeting of Macy's, Inc. shareholders, as follows:

FORAGAINSTABSTAINBROKER NON-VOTE
Emilie Arel181,801,4695,132,081651,62028,820,542
Torrence N. Boone181,524,9365,431,450628,78428,820,542
Marie Chandoha165,616,00321,352,252616,91528,820,542
Robert B. Chavez181,819,2605,119,214646,69628,820,542
Naveen K. Chopra181,613,1475,063,211908,81228,820,542
Richard Clark182,242,1484,843,369499,65328,820,542
Deirdre P. Connelly172,482,06914,490,946612,15528,820,542
Jill Granoff181,924,9985,050,835609,33728,820,542
Richard L. Markee181,480,5355,564,456540,17928,820,542
Douglas W. Sesler166,230,86320,547,917806,39028,820,542
Tony Spring174,594,30812,605,083385,77928,820,542
Paul C. Varga173,079,28813,986,924518,95828,820,542
Tracey Zhen181,916,0125,033,950635,20828,820,542


2.Shareholders ratified the appointment of KPMG LLP as Macy's, Inc.’s independent registered public accounting firm for the fiscal year ending January 31, 2026, as follows:

FORAGAINSTABSTAIN
204,965,23410,704,727735,751


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

FORAGAINSTABSTAINBROKER NON-VOTE
165,972,67220,847,611764,88728,820,542


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 20, 2025By:/s/ Tracy M. Preston
Name:Tracy M. Preston
Title:Executive Vice President, Chief Legal Officer and Corporate Secretary