Business Context and Reporting Period
This Form 8-K reports on the annual meeting of shareholders for Macy's, Inc., held virtually on May 16, 2025. The filing details the outcomes of three specific matters submitted to a vote by security holders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results rather than financial performance data.
Material Changes and Voting Results
Shareholders approved the following matters at the meeting:
- Election of Directors: Shareholders approved the election of 13 directors for a one-year term expiring at the 2026 annual meeting. While all nominees were approved, significant opposition was recorded for specific candidates:
- Marie Chandoha: Received 21,352,252 votes against (approx. 11.3% of total votes cast).
- Douglas W. Sesler: Received 20,547,917 votes against (approx. 10.9% of total votes cast).
- Tony Spring: Received 12,605,083 votes against (approx. 6.6% of total votes cast).
- Paul C. Varga: Received 13,986,924 votes against (approx. 7.3% of total votes cast).
- Deirdre P. Connelly: Received 14,490,946 votes against (approx. 7.5% of total votes cast).
- Ratification of Auditors: Shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026. The vote was 204,965,234 FOR, 10,704,727 AGAINST, and 735,751 ABSTAIN.
- Executive Compensation: Shareholders approved the advisory vote on named executive officer compensation. The vote was 165,972,672 FOR, 20,847,611 AGAINST, and 764,887 ABSTAIN.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document is limited to the tabulation of shareholder votes.
Important Facts for Investors to Verify
- Verify the reasons behind the elevated "Against" votes for directors Marie Chandoha, Douglas W. Sesler, Tony Spring, Paul C. Varga, and Deirdre P. Connelly, as these dissent rates were notably higher than for other nominees.
- Confirm the total number of shares outstanding and the percentage of shares represented at the meeting to contextualize the voting power.
- Review the company's proxy statement for the 2025 annual meeting to understand the specific governance issues or executive compensation details that may have influenced the advisory vote results.