Macy's Announces Executive Changes and New Agreements

Ticker: M · Form: 8-K · Filed: Apr 10, 2024 · CIK: 794367

Sentiment: neutral

Topics: management-change, material-agreement, filing

TL;DR

Macy's shakes up leadership, inks new deals, and files financials.

AI Summary

On April 10, 2024, Macy's, Inc. filed an 8-K report detailing several key events. The company announced the departure of certain officers and the election of new directors, alongside updates to compensatory arrangements for its officers. Additionally, the filing includes information regarding a material definitive agreement and financial statements.

Why It Matters

This filing indicates significant shifts in Macy's leadership and corporate structure, which could impact the company's strategic direction and operational performance.

Risk Assessment

Risk Level: medium — Changes in executive leadership and new material agreements can introduce uncertainty and potential risks related to strategy execution and financial performance.

Key Players & Entities

FAQ

Who are the specific officers departing Macy's, Inc. as reported in this 8-K?

The filing indicates the departure of certain officers but does not specify their names in the provided text.

What is the nature of the material definitive agreement entered into by Macy's, Inc.?

The filing states that Macy's, Inc. entered into a material definitive agreement, but the specific details of this agreement are not provided in the excerpt.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on April 10, 2024.

What are the key items of information disclosed in this 8-K filing?

The key items include entry into a material definitive agreement, departure of directors or certain officers, election of directors, appointment of certain officers, compensatory arrangements of certain officers, Regulation FD Disclosure, and financial statements and exhibits.

What is Macy's, Inc.'s Standard Industrial Classification (SIC) code?

Macy's, Inc.'s Standard Industrial Classification (SIC) code is 5311, which corresponds to RETAIL-DEPARTMENT STORES.

Filing Stats: 1,424 words · 6 min read · ~5 pages · Grade level 10.1 · Accepted 2024-04-10 08:37:39

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On April 10, 2024, Macy's, Inc. (the "Company") entered into an agreement (the "Arkhouse Agreement") with Arkhouse Management Co. LP and certain of its affiliates (together, the "Arkhouse Parties"). Pursuant to the Arkhouse Agreement, the Company has appointed Richard Clark and Richard L. Markee to the Company's Board of Directors (the "Board"), effective as of April 10, 2024, and has agreed to nominate and supporteach of Mr. Clark and Mr. Markee for re-election at the 2024 annual meeting of shareholders (the "2024 Annual Meeting"). The Companyhas also appointed Messrs. Clark and Markee to the Finance Committee of the Board, which will consist of the following directors: Marie Chandoha; Naveen Chopra; Richard Clark; Jill Granoff;William H. Lenehan; Richard L. Markee; and Paul C. Varga (Chair). The Board has delegated to the Finance Committee oversight of the evaluation, review and considerationof Arkhouse and Brigade Capital Management, LP's non-binding proposal to acquire the Company and the Finance Committee will make recommendations to the full Board in respect of such acquisition proposal orany alternatives thereto. Pursuant to the Arkhouse Agreement, the Arkhouse Parties have agreed to abide by certain customary standstill restrictions, which remain in effect until the earlier of (i) the date that is 15 days prior to the period for the submission of shareholder nominations of candidates for election to the Board at the Company's 2025 Annual Meeting of Shareholders and (ii) the date that is 120 days prior to the first anniversary of the 2024 Annual Meeting. In accordance with the Arkhouse Agreement, the Arkhouse Parties have irrevocably withdrawn the notice of nomination of candidates for election to the Board and stockholder proposals to be presented at the Company's 2024 Annual Meeting and a related shareholder demand. The foregoing description does not purport to be complete and is qualified in its

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On April 10, 2024, the Company issued a press release announcing the appointment of Mr. Clark, Mr. Markee and Mr. Sesler to the Board and the Company's entry into the Arkhouse Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . 10.1 Agreement, dated as of April 10, 2024, by and between Macy's, Inc. and Arkhouse Management Co. LP, on its own behalf and on behalf of certain other parties named therein. 99.1 Press Release of Macy's, Inc., dated April 10, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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. Dated: April 10, 2024 Macy's, Inc. By: /s/ Tracy M. Preston Name: Tracy M. Preston Title: Executive Vice President, Chief Legal Officer and Secretary

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