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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. _)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Macy’s, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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Notice of the 2024 Annual Meeting of Shareholders

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If your shares are held in “street name” with a broker or similar party, you have a right to direct that organization on how to vote the shares held in your account. You can vote by signing, dating, completing and returning your voting instruction form by mail in the postage-paid envelope provided, or by following the instructions for voting via telephone or the internet set forth on the voting instruction form. Street name holders may vote online during the Annual Meeting only if they submit a legal proxy from their bank, broker or other nominee.

If you are a participant in our 401(k) Retirement Investment Plan, you may attend and participate in the Annual Meeting, but you will not be able to vote the shares held in this plan electronically during the Annual Meeting. You must vote in advance of the Annual Meeting online, by phone, or by mail.

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Virtual Annual Meeting Participation

Any shareholder of record can attend and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/M2024. You will need the 16-digit control number shown on your proxy card to vote and submit questions in advance of or during the Annual Meeting. Beneficial holders need to obtain and submit a legal proxy from their bank, broker or other nominee in order to vote at the Annual Meeting.

Additional information on how you can attend and participate in the virtual Annual Meeting is set forth under “Information About the Annual Meeting” in the accompanying proxy statement.

April 15, 2024

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Forward Looking Statements

All statements in this proxy statement that are not statements of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of Macy’s management and are subject to significant risks and uncertainties. Actual results could differ materially from those expressed in or implied by the forward-looking statements contained in this proxy statement because of a variety of factors, including Macy’s ability to successfully implement A Bold New Chapter strategy, including the ability to realize the anticipated benefits within the expected time frame or at all, conditions to, or changes in the timing of proposed real estate and other transactions, prevailing interest rates and non-recurring charges, the effect of potential changes to trade policies, store closings, competitive pressures from specialty stores, general merchandise stores, off-price and discount stores, manufacturers’ outlets, the Internet and catalogs and general consumer spending levels, including the impact of the availability and level of consumer debt, possible systems failures and/or security breaches, the potential for the incurrence of charges in connection with the impairment of tangible and intangible assets, including goodwill, declines in credit card revenues, Macy’s reliance on foreign sources of production, including risks related to the disruption of imports by labor disputes, regional or global health pandemics, and regional political and economic conditions, the effect of weather, inflation, inventory shortage, labor shortages, the amount and timing of future dividends and share repurchases, our ability to execute on our strategies or achieve expectations related to environmental, social and governance matters, and other factors identified in documents filed by the Company with the U.S Securities and Exchange Commission, including under the captions “Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024. Macy’s disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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PROXY SUMMARY

Proxy Summary

We are providing the enclosed proxy materials in connection with the solicitation by the board of directors (the Board) of Macy’s, Inc. (Macy’s or the Company) of proxies to be voted at the Annual Meeting of Shareholders to be held on May 17, 2024 (the Annual Meeting). We began giving these proxy materials to our shareholders on April 15, 2024.

This summary highlights certain information contained elsewhere in our proxy statement. This summary does not contain all the information you should consider. You should read the entire proxy statement carefully before voting.

Voting Matters

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Corporate Governance Highlights

We believe that good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that serve the interests of the Company and our shareholders. Our corporate governance policies and practices include:

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PROXY SUMMARY

Macy’s Nominees for Director

The following tables provide summary information (as of April 10, 2024) about Macy’s director nominees. The Board unanimously recommends that you vote “FOR” each of our Board’s director nominees:

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PROXY SUMMARY

Our director nominees provide an effective mix of experience and perspectives, as well as gender, age and racial/ethnic diversity.

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PROXY SUMMARY

Executive Compensation Program

Our compensation program objectives are to provide competitive and reasonable compensation opportunities through programs aligned with key business strategies and plans, foster a performance-based culture, and attract, motivate, reward and retain key executives. Balancing these primary program objectives helps ensure accountability to our shareholders. For a detailed discussion of our short- and long-term incentive programs, see page 85.

2023 Compensation Program Design

The 2023 executive compensation program focused on 2023 financial objectives and key priorities, consistent with focus areas discussed during our earnings calls, as well as absolute and relative stock price appreciation. The plan framework and goals reflect our commitment to a pay-for-performance compensation philosophy while accounting for the heightened uncertainty surrounding both the consumer and macro environment at the time the plans were set.

Annual Incentive Plan

The annual incentive plan design reflected a focus on key 2023 business priorities.

Long-term Incentive Plan

We continued to use performance-based restricted stock units (PRSUs) and time-based restricted stock units (RSUs) in the long-term incentive plan with a mix of 50% each for all NEOs. The 2023 PRSU awards had two equally weighted metrics: 2023 – 2025 relative total shareholder return (rTSR) and 2023 Adjusted EBITDA margin.

The payout ranges in both the annual and long-term incentive plans were 25% to 200% of target, consistent with 2022.

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PROXY SUMMARY

Compensation Mix

Within our primary pay elements of base salary, performance-based annual incentive and long-term incentives, we emphasize at risk pay over fixed pay with at least 70% of our NEOs’ target compensation linked to a variety of metrics, including pre-determined performance objectives (financial and strategic) and/or stock price performance. The program also balances the importance of the achievement of short-term and long-term objectives.

Our executive compensation program and our methodology for setting pay opportunities and approving payouts are further discussed in the Compensation Discussion and Analysis (CD&A) on page 77.

Corporate Responsibility

We believe we have a responsibility to manage our resources, maximize our positive social impact and proactively engage on issues that span the breadth of our operations including through transparency, product responsibility and supply chain management, energy management, diversity, equity and inclusion and building resilient communities.

Consumers have a rising expectation that how companies do business is as important as what they sell. Our social purpose is a strategy and framework that supports our business and empowers more voice, choice and ownership of our colleagues, customers, and communities.

Our Mission Every One social purpose platform is working to create a brighter future with bold representation for all. Our initial commitment of $5 billion through 2025 will be directed to our people, partners, products and programs to create a more equitable and sustainable future. A portion of the Company’s overall $5 billion commitment will support retail and non-retail diverse-owned or underrepresented businesses, investments in diverse and inclusive development programs and expand the sustainable products backed by third-party certifications that we offer. Across Macy’s, Bloomingdale’s, and Bluemercury, digital shopping through online and app experiences, and new smaller off-mall store formats, Macy’s fosters a comprehensive supplier ecosystem that advocates for businesses at all levels of growth and across a vast array of categories and size.

OUR COMMITMENT PILLARS INCLUDE:

People

In 2023, we continued our efforts to enhance diversity and inclusion across all levels of our organization to enable us to more closely and effectively engage with all of our customers. Our accomplishments included:

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PROXY SUMMARY

Planet

During 2023, we enhanced our environmental initiatives by disclosing certain environmental performance metrics and designing programs to reduce our carbon emissions impact:

Submitted fiscal year 2022 (FY22) CDP Climate Change Report in July 2023 that included the following highlights:

We took steps to extend our efforts in environmental stewardship to our product sales:

In addition, we took steps to extend our efforts in responsible sourcing:

Community

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ITEM 1: ELECTION OF DIRECTORS

In accordance with the recommendation of the Nominating and Corporate Governance (NCG) Committee, the Board has nominated the following individuals for election as directors. Each nominee is currently a member of the Board. If elected, each nominee will serve for a one-year term expiring at our annual meeting of shareholders in 2025 or until his or her successor is duly elected and qualified.

Francis S. Blake, who has served as a director since November 2015, retired from the Board effective April 10, 2024. Jeff Gennette, who has served as a director since 2016, served as Chief Executive Officer of Macy’s from March 2017 until February 2024, and previously served as Non-Executive Chairman of the Board, retired from the Board effective April 10, 2024. We thank Mr. Blake and Mr. Gennette for their many years of service to Macy’s and our shareholders.

We also recently appointed three new directors to our Board: Richard Clark, Richard L. Markee and Douglas W. Sesler. Mr. Clark and Mr. Markee were identified as potential directors by our shareholder Arkhouse Management Co. LP and certain of its affiliates (together, Arkhouse) and were appointed to the Board in accordance with our previously disclosed agreement with Arkhouse.

The Board has fixed the size of the Board at 15 Directors.

Information regarding Macy’s director nominees is set forth below. Ages are as of April 10, 2024. The criteria considered and process undertaken by the NCG Committee in recommending qualified director candidates is described under “Further Information Concerning the Board of Directors — Director Nomination and Qualifications.”

Each Macy’s nominee has agreed to serve if elected. If any nominee becomes unavailable to serve before the Annual Meeting, the Board may designate a substitute nominee and the persons named as proxies may, in their discretion, vote your shares for the substitute nominee. Alternatively, the Board may reduce the number of directors to be elected at the Annual Meeting. At this time, the Board knows of no reason why any of the Board’s nominees would not be able to serve as a director if elected.

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ITEM 1: ELECTION OF DIRECTORS

Nominees for Election as Directors:

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

Further Information Concerning the Board of Directors

Director Independence

Our Corporate Governance Principles require that a majority of the Board consist of directors who the Board has determined are independent under the independence standards adopted by the Board, which comply with the listing standards of the New York Stock Exchange (NYSE). Accordingly, the Board has adopted Standards for Director Independence to assist the Board in determining director independence, which require that the Board consist of directors who the Board has determined do not have any material relationship with the Company and who are otherwise independent. Listed below are the Board’s independence standards, which are also disclosed on our website at www.macysinc.com/investors/corporate-governance/governance-documents:

Our Board has determined that each of the following Non-Employee Director nominees qualifies as independent under NYSE rules and satisfies our Standards for Director Independence: Emilie Arel, Torrence Boone, Ashley Buchanan, Marie Chandoha, Naveen Chopra, Richard Clark, Deirdre Connelly, Jill Granoff, William Lenehan, Sara Levinson, Richard L. Markee, Douglas Sesler, Paul Varga and Tracey Zhen. Our Board also previously determined that Francis Blake, John Bryant and Leslie Hale, who served as directors during 2023, each qualify as independent under NYSE rules and satisfy our Standards for Director Independence. Tony Spring is employed by Macy’s and therefore he does not meet the independence standards set forth under the NYSE rules and our Standards for Director Independence.

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

As part of its independence determination, the NCG Committee reviewed each director’s employment status and other board commitments and, where applicable, each director’s (and his or her immediate family members’) affiliation with consultants, service providers or suppliers of the Company and transactions, relationships, and arrangements with the Company. With respect to each Non-Employee Director, the NCG Committee determined that neither the director nor any immediate family member was employed by a company providing goods or services to Macy’s or the amounts involved were below the monetary thresholds set forth in the Standards for Director Independence.

Board Leadership Structure

Our Corporate Governance Principles provide that our Board is free to select its Chairman and the Chief Executive Officer (CEO) in the manner the Board considers to be in the best interests of the Company at any given point in time. These positions may be filled by one individual or by two different individuals. If the Chairman is not an independent director, the Board will designate an independent director to serve as lead independent director pursuant to the Company’s Lead Independent Director Policy.

Our Chairman and CEO functions historically have been performed by a single individual. In February 2024 the Board elected Mr. Spring as Chief Executive Officer and Chairman of the Board-Elect to succeed Mr. Gennette following his retirement as Chief Executive Officer on February 3, 2024. Mr. Gennette continued to serve as Non-Executive Chairman to assist in the leadership transition. On April 10, 2024, Mr. Gennette retired from his position as Non-Executive Chairman, and Mr. Spring began serving as Chairman of the Board. Collectively with the current composition of the Board, the use of a lead independent director, and the other elements of our corporate governance structure, the combined CEO and Chairman position strikes an appropriate balance between strong and consistent leadership and independent and effective oversight of our business and affairs.

Mr. Spring is an experienced retail executive and long-time employee of Macy’s. As CEO, Mr. Spring has the primary responsibility for developing corporate strategy and managing our day-to-day business operations. As a board member, he will continue to 1) chair regular Board meetings; 2) provide direction to management regarding the needs, interests and opinions of the Board; and 3) monitor key business issues and shareholder matters that are brought to the attention of the Board. Mr. Spring promotes unified leadership and direction for the Board and management. In addition, strong corporate governance structure and process enables our independent directors to continue to effectively oversee management and key issues such as strategy, risk and integrity. Board committees are comprised solely of independent directors. As such, independent directors oversee critical matters, including the integrity of our financial statements, the compensation of our CEO and management executives, the financial commitments for capital projects, the selection and annual evaluation of directors, and the development and implementation of corporate governance programs.

Our Board and each Board committee have access to any member of management and the authority to retain independent legal, financial and other advisors as appropriate. The Non-Employee Directors, all of whom are independent, meet in executive session without management either before or after regularly scheduled Board and Board committee meetings to discuss various issues and matters including the effectiveness of management, as well as our performance and strategic plans. Paul C. Varga, our Lead Independent Director, presides at these executive sessions.

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

Lead Independent Director

Since our Chairman is not an independent director, the Board elected Paul Varga to serve as Lead Independent Director for a two-year term commencing in May 2023.

Under our Lead Independent Director Policy, the lead independent director has the following responsibilities:

The Lead Independent Director is selected from among the Non-Employee Directors who satisfy the independence criteria of the NYSE and Macy’s Inc.’s Standards for Director Independence. The Chair of the NCG Committee and management discuss candidates for the Lead Independent Director position and consider many of the same types of criteria as candidates for the chair of Board committees, including, among other things:

The Chair of the NCG Committee recommends for consideration by the NCG Committee a nominee for Lead Independent Director every two years (or as required to address any vacancy in the position). If the NCG Committee approves the nominee, it will recommend the Board elect the nominee as Lead Independent Director at its next regularly scheduled meeting.

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

Board Evaluations

The Board and each Board committee conducts a self-evaluation each year. In 2023, the evaluation process was conducted under the leadership of the Lead Independent Director and Chair of the NCG Committee. Periodically, the Board may engage an independent third-party to assist in the evaluation process.

Evaluation Process

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CEO Succession Planning

The Board, together with the CMD Committee, regularly conducts a detailed review of management development and short-term and long-term succession plans.  The Board and the CMD Committee are focused on ensuring that top management positions, including the CEO position, can be filled without undue interruption and that the leadership composition reflects the subject-matter experts required to deliver on our strategic priorities.

Macy’s successfully completed a leadership transition this year that was carefully planned over a multi-year period.  See “Compensation Discussion and Analysis – Leadership Transitions.”

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

Board Risk Oversight

Enterprise Risk Assessment

We have an enterprise risk management program that identifies and prioritizes enterprise risks. Enterprise risks are categorized and evaluated using risk scoring based on weighted impact, likelihood and velocity, both before and after application of control measures, to indicate the Company’s current risk posture. An annual risk review schedule is prepared for updates to the full Board or assigned committee. At Board and committee meetings throughout the year, management discusses the risk exposures identified as being most significant to the Company and actions that management may take to monitor or mitigate the exposures. Overall risk outlook is evaluated at least biannually at these meetings. The program utilizes a network of functional experts with managerial responsibility for various aspects of enterprise risk management.

The Audit Committee is responsible for discussing policies with respect to the Company’s risk assessment and risk management, including possible risks related to data privacy, computerized information controls and cybersecurity, and to consider any recommendations for improvement of such controls. The Chair of the Audit Committee updates the full Board on these discussions.

The Audit Committee, and the Board when appropriate, receive regular updates from management on IT security, internal and external security reviews, data protection, risk assessments, breach preparedness, systems disruption risk, threat assessments, response plans and consumer privacy compliance in overseeing our cybersecurity risk management program. The NCG Committee oversees risks related to governance matters, as well as the Company’s programs, policies and practices relating to charitable, political, environmental and human rights issues, impacts and strategies, and the CMD Committee oversees human capital-related risks.

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

Our Board’s risk oversight strategy is further described as follows:

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BOARD OF DIRECTORS REVIEW OF ENTERPRISE AND STRATEGIC RISKS

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● Corporate Strategy ● Enterprise Risk Management Framework ● Talent Review and Succession Planning

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BOARD COMMITTEES PRIMARY AREAS OF RISK OVERSIGHT

MANAGEMENT KEY RISK RESPONSIBILITIES

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AUDIT

COMPENSATION AND MANAGEMENT DEVELOPMENT

FINANCE

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● Design and execute risk management program ● Identify, analyze, mitigate and escalate risks ● Evaluate and prioritize risks into tiers, further escalating to our CEO, Committees and/or Board, as appropriate ● Ongoing engagement with Committee Chairs on areas of primary risk oversight

● Financial Reporting ● Internal Controls ● Enterprise Risk Process ● Compliance ● IT Risks and Cybersecurity

● Executive Compensation ● Enterprise-wide Compensation Program, policies and incentive plans ● Human Capital Management

● Capital Structure ● Treasury

● Human Rights Governance Structure ● Environmental matters ● Charitable and political matters

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