Three directors to leave Macy’s (M) board as size cut to ten

Rhea-AI Filing Summary

Macy’s, Inc. announced that directors Richard Clark, Douglas W. Sesler and Tracey Zhen have told the Board they will not stand for re-election at the annual shareholders meeting scheduled for May 15, 2026. The company states their decisions are not due to any dispute or disagreement regarding operations, policies or practices.

With these departures, the Board has approved reducing its size from 13 to 10 members, effective as of the 2026 annual meeting. Macy’s explains that it regularly reviews board size and that this change is intended to align with its current strategic focus while keeping flexibility to adjust board composition in the future.

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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): March 25, 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 March 25, 2026, Richard Clark, Douglas W. Sesler and Tracey Zhen notified the Board of Directors (the “Board”) of Macy’s, Inc. (“Macy’s” or the “Company”) of their intention not to stand for re-election to the Board at the Company’s annual meeting of shareholders to be held on May 15, 2026 (the “2026 Annual Meeting”). The decisions of Mr. Clark, Mr. Sesler and Ms. Zhen not to stand for re-election were not the result of any dispute or disagreement with the Company regarding any matter relating to the Company’s operations, policies, practices or otherwise.

The Board has approved a decrease in the size of the Board from 13 to ten members effective as of the 2026 Annual Meeting.

The Company regularly reviews the size of the Board to improve efficiency, performance and effectiveness. This reduction represents a resizing to align with the Company’s current strategic focus while retaining flexibility to change the Board’s composition as necessary in the future.

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: March 26, 2026			By:			/s/ Tracy M. Preston
			Name:			Tracy M. Preston
			Title:			Executive Vice President, Chief Legal Officer and Corporate Secretary

FAQ

What board changes did Macy’s (M) disclose in this 8-K filing?

Macy’s disclosed that directors Richard Clark, Douglas W. Sesler and Tracey Zhen will not stand for re-election at the May 15, 2026 annual meeting. The Board also approved reducing its size from 13 to 10 members effective at that meeting.

Why are three Macy’s (M) directors not standing for re-election?

Macy’s states that Richard Clark, Douglas W. Sesler and Tracey Zhen chose not to stand for re-election. The company explicitly notes their decisions were not due to any dispute or disagreement about Macy’s operations, policies, practices or other matters.

How will Macy’s (M) board size change after the 2026 annual meeting?

After the May 15, 2026 annual meeting, Macy’s Board will shrink from 13 to 10 members. The company says this reduction is a resizing to match its current strategic focus, while preserving flexibility to change board composition later if needed.

When is Macy’s (M) 2026 annual meeting of shareholders scheduled?

Macy’s 2026 annual meeting of shareholders is scheduled for May 15, 2026. At that meeting, three current directors will not stand for re-election and the approved reduction in Board size from 13 to 10 members will become effective.

Did Macy’s (M) report any disagreements related to the directors’ departure decisions?

No. Macy’s states that the decisions by Richard Clark, Douglas W. Sesler and Tracey Zhen not to stand for re-election were not the result of any dispute or disagreement regarding the company’s operations, policies, practices or any other matters.

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