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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 16, 2025
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:
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. 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:

FOR AGAINST ABSTAIN BROKER NON-VOTE
Emilie Arel 181,801,469 5,132,081 651,620 28,820,542
Torrence N. Boone 181,524,936 5,431,450 628,784 28,820,542
Marie Chandoha 165,616,003 21,352,252 616,915 28,820,542
Robert B. Chavez 181,819,260 5,119,214 646,696 28,820,542
Naveen K. Chopra 181,613,147 5,063,211 908,812 28,820,542
Richard Clark 182,242,148 4,843,369 499,653 28,820,542
Deirdre P. Connelly 172,482,069 14,490,946 612,155 28,820,542
Jill Granoff 181,924,998 5,050,835 609,337 28,820,542
Richard L. Markee 181,480,535 5,564,456 540,179 28,820,542
Douglas W. Sesler 166,230,863 20,547,917 806,390 28,820,542
Tony Spring 174,594,308 12,605,083 385,779 28,820,542
Paul C. Varga 173,079,288 13,986,924 518,958 28,820,542
Tracey Zhen 181,916,012 5,033,950 635,208 28,820,542


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:

FOR AGAINST ABSTAIN
204,965,234 10,704,727 735,751


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

FOR AGAINST ABSTAIN BROKER NON-VOTE
165,972,672 20,847,611 764,887 28,820,542


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