Macy's, Inc. 8-K

What Happened

• Macy’s, Inc. announced that at its virtual annual meeting on May 15, 2026, shareholders approved the Amendment and Restatement of the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan (the "Amended and Restated 2024 Plan"), which had been approved by the Board on March 26, 2026 and became effective with shareholder approval on May 15, 2026. The plan description appears in Macy’s proxy statement filed March 31, 2026 (Appendix A).
• Shareholders also elected 10 directors to one-year terms and ratified KPMG LLP as Macy’s independent registered public accounting firm for fiscal year ending January 30, 2027. The filing was signed by Tracy M. Preston, EVP, Chief Legal Officer and Corporate Secretary, on May 18, 2026.

Key Details

• Annual meeting date: May 15, 2026; Board approval of plan: March 26, 2026; proxy filed: March 31, 2026.
• Amended and Restated 2024 Plan vote: 184,361,310 FOR, 16,423,087 AGAINST, 431,131 ABSTAIN; broker non-vote: 23,290,539.
• Director elections: 10 directors elected (individual vote totals reported for each nominee; e.g., Emilie Arel 192,630,594 FOR, Deirdre P. Connelly 156,001,716 FOR with 44,469,777 AGAINST).
• Auditor ratification: KPMG LLP ratified with 214,069,467 FOR, 10,047,654 AGAINST, 388,946 ABSTAIN.
• Advisory (say-on-pay) vote: 157,691,659 FOR, 43,025,428 AGAINST, 498,441 ABSTAIN; broker non-vote: 23,290,539.

Why It Matters

• Approval of the Amended and Restated 2024 Plan authorizes Macy’s management to grant equity and incentive awards under updated terms (full plan text is in the proxy appendix), which affects future executive and employee compensation and potential dilution of shares.
• Re-election of the board and ratification of KPMG provide continuity in governance and auditing oversight. The say-on-pay vote results indicate material shareholder feedback on executive compensation (significant number of votes against relative to FOR).
• Investors should review the proxy Appendix A for the specific plan terms, and note the vote counts as signals of shareholder sentiment on governance and pay practices.