Macy's (NYSE: M) investors approve equity plan, pay and elect full board

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Macy’s, Inc. held its annual shareholder meeting virtually on May 15, 2026, where all management proposals were approved. Shareholders elected 10 directors to one-year terms expiring at the 2027 annual meeting. They ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027.

Shareholders approved on an advisory basis the compensation of named executive officers and also approved the Amendment and Restatement of the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan, which had been previously approved by the board and became effective upon shareholder approval.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Equity plan approval votes: 184,361,310 for / 16,423,087 against Say-on-pay support: 157,691,659 for / 43,025,428 against Auditor ratification votes: 214,069,467 for / 10,047,654 against +3 more

6 metrics

Equity plan approval votes 184,361,310 for / 16,423,087 against Amendment and Restatement of 2024 Equity and Incentive Compensation Plan

Say-on-pay support 157,691,659 for / 43,025,428 against Advisory vote on named executive officer compensation

Auditor ratification votes 214,069,467 for / 10,047,654 against Ratification of KPMG LLP for fiscal year ending January 30, 2027

Broker non-votes on equity plan 23,290,539 broker non-votes Equity and Incentive Compensation Plan proposal

Meeting date May 15, 2026 Virtual annual meeting of shareholders

Number of directors elected 10 directors Board elected to terms expiring at 2027 annual meeting

Key Terms

Amended and Restated 2024 Equity and Incentive Compensation Plan, broker non-vote, independent registered public accounting firm, advisory vote, +1 more

5 terms

Amended and Restated 2024 Equity and Incentive Compensation Plan financial

"shareholders approved the amendment and restatement of the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan"

broker non-vote financial

"FOR | AGAINST | ABSTAIN | BROKER NON-VOTE 184,361,310 | 16,423,087 | 431,131 | 23,290,539"

independent registered public accounting firm financial

"Shareholders ratified the appointment of KPMG LLP as Macy's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote financial

"Shareholders approved the advisory vote to approve named executive officer compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

annual meeting of shareholders financial

"The annual meeting of shareholders of Macy’s, Inc. was held virtually on May 15, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/18/2026 - 04:52 PM

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 15, 2026

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 15, 2026, at the annual meeting of shareholders of Macy’s, Inc. (“Macy’s”), shareholders approved the amendment and restatement of the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan (the “Amended and Restated 2024 Plan”). The Amended and Restated 2024 Plan had been approved by the Board of Directors of Macy’s on March 26, 2026, subject to shareholder approval at the annual meeting, and became effective with shareholder approval on May 15, 2026.

The Amended and Restated 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 March 31, 2026 (the “Proxy Statement”), in the section entitled “Item 4. Approval of the Amendment and Restatement of the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan,” which description is incorporated herein by reference. The description of the Amended and Restated 2024 Plan in the Proxy Statement is qualified by reference to the actual text of the Amended and Restated 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 15, 2026. The following is a summary of the matters voted on at the meeting:

1.Shareholders approved the election of 10 directors to serve for a one-year term expiring at the 2027 annual meeting of Macy's shareholders, as follows:


	FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
Emilie Arel	192,630,594	7,882,530	702,404	23,290,539
Torrence N. Boone	193,652,701	6,752,930	809,897	23,290,539
Marie Chandoha	194,814,584	5,643,950	756,994	23,290,539
Robert B. Chavez	193,783,650	6,730,772	701,106	23,290,539
Naveen K. Chopra	195,126,279	5,374,419	714,830	23,290,539
Deirdre P. Connelly	156,001,716	44,469,777	744,035	23,290,539
Jill Granoff	193,598,105	6,711,240	906,183	23,290,539
Richard L. Markee	193,865,573	6,546,491	803,464	23,290,539
Tony Spring	187,774,175	9,418,308	4,023,045	23,290,539
Paul C. Varga	188,026,412	12,451,770	737,346	23,290,539

2. Shareholders ratified the appointment of KPMG LLP as Macy's independent registered public accounting firm for the fiscal year ending January 30, 2027, as follows:


FOR	AGAINST	ABSTAIN
214,069,467	10,047,654	388,946

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


FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
157,691,659	43,025,428	498,441	23,290,539

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


FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
184,361,310	16,423,087	431,131	23,290,539

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 18, 2026	By:	/s/ Tracy M. Preston
	Name:	Tracy M. Preston
	Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Macy's (M) shareholders decide at the 2026 annual meeting?

Macy’s shareholders elected 10 directors for one-year terms, ratified KPMG as auditor, approved executive compensation on an advisory basis, and approved the amended and restated 2024 Equity and Incentive Compensation Plan, confirming support for current governance, pay practices, and long-term incentive structure.

Did Macy's (M) shareholders approve the 2024 Equity and Incentive Compensation Plan?

Yes, shareholders approved the Amendment and Restatement of the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan. The proposal received 184,361,310 votes for, 16,423,087 against, and 431,131 abstentions, with 23,290,539 broker non-votes, and became effective upon shareholder approval.

Which auditor did Macy's (M) shareholders ratify for fiscal 2026?

Shareholders ratified KPMG LLP as Macy’s independent registered public accounting firm for the fiscal year ending January 30, 2027. The ratification received 214,069,467 votes for, 10,047,654 against, and 388,946 abstentions, indicating strong support for continuing with KPMG as external auditor.

How did Macy's (M) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory vote on named executive officer compensation. The say-on-pay resolution received 157,691,659 votes for, 43,025,428 against, 498,441 abstentions, and 23,290,539 broker non-votes, signaling overall shareholder backing of the company’s current executive pay program and structure.

How many directors were elected at Macy's (M) 2026 annual meeting?

Ten directors were elected to one-year terms expiring at the 2027 annual meeting. Each nominee, including Tony Spring, Emilie Arel, and others, received a majority of votes cast in favor, with detailed for, against, abstain, and broker non-vote counts reported for every director.

When did Macy's (M) annual shareholder meeting take place and how?

The Macy’s annual meeting of shareholders was held virtually on May 15, 2026. During this online meeting, shareholders voted on director elections, auditor ratification, advisory executive compensation, and approval of the amended and restated 2024 Equity and Incentive Compensation Plan.

Filing Exhibits & Attachments

3 documents