Business Context and Reporting Period
This Form 8-K Current Report from Macy's, Inc. covers events occurring on May 15, 2026, specifically the company's annual meeting of shareholders held virtually on that date. The filing details the outcomes of shareholder votes regarding director elections, auditor ratification, executive compensation, and equity plan amendments.
Key Financial Metrics
This filing is a corporate governance report and does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. No financial statements or operational results are included in this document.
Material Changes and Voting Results
Shareholders approved four key matters at the annual meeting:
- Director Elections: All 10 director nominees were elected for a one-year term expiring at the 2027 annual meeting. Notable voting patterns included significant "Against" votes for Deirdre P. Connelly (44,469,777 votes) and Paul C. Varga (12,451,770 votes), while others received fewer than 10 million "Against" votes.
- Auditor Ratification: KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending January 30, 2027, with 214,069,467 votes in favor.
- Executive Compensation (Say-on-Pay): The advisory vote to approve named executive officer compensation passed with 157,691,659 votes in favor, though it faced 43,025,428 votes against.
- Equity Plan Amendment: Shareholders approved the amendment and restatement of the Macy's, Inc. 2024 Equity and Incentive Compensation Plan, which became effective immediately upon approval.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook for future periods. It does not disclose new risks, contingencies, or unusual items beyond the standard governance activities reported. The text references the definitive proxy statement (Schedule 14A) filed on March 31, 2026, for detailed descriptions of the equity plan and director biographies.
Investor Verification Checklist
- Verify the specific terms of the Amended and Restated 2024 Equity and Incentive Compensation Plan in the referenced Schedule 14A Proxy Statement.
- Review the rationale behind the elevated "Against" votes for directors Deirdre P. Connelly and Paul C. Varga in the proxy statement or related shareholder communications.
- Confirm the details of the say-on-pay vote dissent (approx. 21% against) to understand shareholder sentiment regarding executive compensation.
- Note that this filing does not contain financial results; refer to the most recent 10-Q or 10-K for fiscal performance data.