Close

Form 8-K Macy's, Inc. For: May 20

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/24/2024

1. TSLA
2. ENPH
3. TXN
4. BA
5. SPOT
6. META
7. IBM
8. V
9. KMB
10. SPY


May 23, 2022 4:27 PM EDT
m-8k_20220520.htm
false 0000794367 0000794367 2022-05-20 2022-05-20

 

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 AND EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 20, 2022

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

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

☐

 

 

 

 

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.

☐

 


 

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

 

 

 

 

3.

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

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
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:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTE

192,209,700

 

1,434,773

 

783,203

 

38,885,978

 

 

 

 

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, 2022

 

By:

/s/ Elisa D. Garcia 

 

 

Name:

Elisa D. Garcia

 

 

Title:

Executive Vice President, Chief Legal Officer and Secretary

 

 


Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings