Macy's, Inc. Files DEF 14A Proxy Statement

Ticker: M · Form: DEF 14A · Filed: Apr 15, 2024 · CIK: 794367

Sentiment: neutral

Topics: Macy's, DEF 14A, Proxy Statement, SEC Filing, Corporate Governance

TL;DR

<b>Macy's, Inc. has filed its DEF 14A proxy statement for the period ending May 17, 2024.</b>

AI Summary

Macy's, Inc. (M) filed a Proxy Statement (DEF 14A) with the SEC on April 15, 2024. Macy's, Inc. filed a DEF 14A proxy statement on April 15, 2024. The filing covers the period ending May 17, 2024. The company's principal executive offices are located at 151 West 34th Street, New York, NY 10001. Macy's, Inc. was formerly known as Federated Department Stores Inc /DE/ and R H Macy & Co Inc. The SIC code for Macy's, Inc. is 5311 (RETAIL-DEPARTMENT STORES).

Why It Matters

For investors and stakeholders tracking Macy's, Inc., this filing contains several important signals. This filing is a routine proxy statement, indicating the company is preparing for shareholder meetings and votes. The detailed information within the DEF 14A will provide insights into executive compensation, board nominations, and other corporate governance matters.

Risk Assessment

Risk Level: low — Macy's, Inc. shows low risk based on this filing. The filing is a standard DEF 14A, which is a routine disclosure document and does not inherently present new risks.

Analyst Insight

Review the proxy statement for details on executive compensation, board proposals, and any shareholder voting matters.

Key Numbers

Key Players & Entities

FAQ

When did Macy's, Inc. file this DEF 14A?

Macy's, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 15, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Macy's, Inc. (M).

Where can I read the original DEF 14A filing from Macy's, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Macy's, Inc..

What are the key takeaways from Macy's, Inc.'s DEF 14A?

Macy's, Inc. filed this DEF 14A on April 15, 2024. Key takeaways: Macy's, Inc. filed a DEF 14A proxy statement on April 15, 2024.. The filing covers the period ending May 17, 2024.. The company's principal executive offices are located at 151 West 34th Street, New York, NY 10001..

Is Macy's, Inc. a risky investment based on this filing?

Based on this DEF 14A, Macy's, Inc. presents a relatively low-risk profile. The filing is a standard DEF 14A, which is a routine disclosure document and does not inherently present new risks.

What should investors do after reading Macy's, Inc.'s DEF 14A?

Review the proxy statement for details on executive compensation, board proposals, and any shareholder voting matters. The overall sentiment from this filing is neutral.

How does Macy's, Inc. compare to its industry peers?

Macy's operates in the department store retail sector.

Are there regulatory concerns for Macy's, Inc.?

The filing is made under Rule 14a-101 of the Securities Exchange Act of 1934.

Industry Context

Macy's operates in the department store retail sector.

Regulatory Implications

The filing is made under Rule 14a-101 of the Securities Exchange Act of 1934.

What Investors Should Do

  1. Review executive compensation details and any proposed changes.
  2. Examine board member nominations and qualifications.
  3. Understand any shareholder proposals and the company's recommendation.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard proxy statement and does not represent a change from previous filings of the same type.

Filing Stats: 4,256 words · 17 min read · ~14 pages · Grade level 16.7 · Accepted 2024-04-15 13:01:04

Key Financial Figures

Filing Documents

Forward Looking Statements

Forward Looking Statements 4 Proxy Summary 5

: Election of Directors

ITEM 1: Election of Directors 11 Nominees for Election as Directors 13 Further Information Concerning the Board of Directors 28 Director Independence 28 Board Leadership Structure 29 Lead Independent Director 30 Board Evaluations 31 CEO Succession Planning 31 Board Risk Oversight 32 Committees of the Board 35 Director Nomination and Qualifications 38 Director Skills Matrix 41 Attendance at Board Meetings 28 Director Nominations by Shareholders 42 Shareholder Engagement 43 Communications with the Board 44 Retirement Policy 45 Resignation Policy 45 Corporate Governance Principles and Code of Business Conduct and Ethics 45 Fiscal 2023 Director Compensation Program 46 Director Compensation Program Review 46 Fiscal 2023 Non-Employee Director Compensation Table 47 Director Stock Ownership Guidelines; Hedging/Pledging Policy 48 Corporate Responsibility 50 Our Approach To Corporate Responsibility and ESG 50 Highlights 51

: Ratification of the Appointment of Independent Registered Public Accounting Firm

ITEM 2: Ratification of the Appointment of Independent Registered Public Accounting Firm 55 Fees Paid to Independent Registered Public Accounting Firm 56 Policy and Procedures for Pre-Approval of Non-Audit Services by Outside Auditors 57 Report of the Audit Committee 59

: Advisory Vote to Approve Named Executive Officer Compensation

ITEM 3 : Advisory Vote to Approve Named Executive Officer Compensation 60

: Approval of Macy's, Inc. 2024 Equity and Incentive Compensation Plan

ITEM 4 : Approval of Macy's, Inc. 2024 Equity and Incentive Compensation Plan 62 Compensation Committee Report 76 Compensation Discussion & Analysis 77 Our Named Executive Officers 77 Executive Summary 80 2023 Compensation Program Design Highlights 82 Our Results 82 Highlights of Our Executive Compensation Program 83 2023 Short-Term and Long-Term Incentive Programs 85

Executive Compensation Practices

Executive Compensation Practices 87 The Key Elements of Executive Compensation 88 How We Determine Executive Compensation 92 How We Set Executive Compensation 93

Executive Compensation Governance

Executive Compensation Governance 94 Non-GAAP Metrics 97 Compensation of the Named Executive Officers for 2023 98 2023 Summary Compensation Table 98 Plan-Based Awards 99 Post Retirement Compensation 104 Potential Payments Upon Termination or Change in Control 107 Change-in-Control Arrangements Specifically Triggered by Board Turnover 114 CEO Pay Ratio 115 Pay Versus Performance 115 Stock Ownership 117 Certain Beneficial Owners 117 Stock Ownership of Directors and Executive Officers 117 Securities Authorized for Issuance Under Equity Compensation Plans 119 Policy on Related Person Transactions 121 Information About the Annual Meeting 122 Submission of Future Shareholder Proposals 126 Other Matters 127 Appendix A - Macy's, Inc. 2024 Equity and Incentive Compensation Plan 128 MACY'S, INC. 2024 PROXY STATEMENT 3 Table of Contents

Forward Looking Statements

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 th

Executive Compensation Program

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. The incentive plans were designed to motivate and engage the organization and leadership with linkage between strategy, business plan and incentives. Plan design focused on Growth, Profit and Colleague. These elements were to support key business priorities and promote strong operating financial performance. Annual Incentive Plan The annual incentive plan design reflected a focus on key 2023 business priorities. Metrics were weighted 80% on the financial goals of Adjusted EBITDA and total revenue (weighted 40% each) and 20% on a Culture Index. 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. Given the uncertainty in the macro environment and the volatility of the retail industry, the CMD Committee made the decision

: ELECTION OF DIRECTORS

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

: ELECTION OF DIRECTORS

ITEM 1: ELECTION OF DIRECTORS Nominees for Election as Directors: Emilie Arel Former President and Chief Executive Officer of Casper Sleep Inc. Independent Age: 46 Director Since: 2022 Race/Ethnicity: White Committees: CMD NCG Previous Public Directorships During Last Five Years: Casper Sleep Inc. Professional Background Chief Executive Officer, Casper Sleep Inc. (2021 to 2024), President (2019 to 2024) Chief Commercial Officer, Casper Sleep Inc. (2019 to 2021) Chief Executive Officer, FULLBEAUTY Brands Inc. (2017 to 2019) Chief Executive Officer, Quidsi Inc. (2015 to 2017), Senior Vice President, Retail, Merchandising and Supply Chain (2014 to 2015) Various leadership positions, The Gap, Inc. (2007 to 2014) including Vice President and General Manager, Kids and Brand Licensing, Old Navy (2013 to 2014), Vice President, Stores, Old Navy (2012 to 2013) Various leadership positions, Target Corporation (2001 to 2004) Relevant Skills and Experience Leadership Experience – Ms. Arel is a three-time CEO with over two decades of experience serving in senior leadership positions at large publicly traded companies. As CEO of Casper Sleep, she oversaw multiple transactions including its IPO and subsequent go-private transaction, and while the CEO of FULLBEAUTY Brands, she led the company through a successful restructuring. Ms. Arel spent seven years with The Gap Inc. where she held multiple merchandising and licensing positions and led a team of 12,000+ employees and 220+ stores. Industry Knowledge and Experience – Ms. Arel brings experience leading complex omnichannel retail businesses and brick-and-mortar retail stores, including Target, The Gap Inc., FULLBEAUTY Brands and Quidsi. She also has retail merchandising expertise, and a proven ability to develop retail partnerships and maximize the customer experience via omnichannel strategies. Sales and Marketing and Technology Experience – Ms. Arel has extensive experience across digital-

: ELECTION OF DIRECTORS

ITEM 1: ELECTION OF DIRECTORS Torrence N. Boone Vice President, Global Client Partnerships, Google, Inc. Independent Age: 54 Director Since: 2019 Race/Ethnicity: Black Committees: Audit NCG Professional Background Vice President, Global Client Partnerships, Google, Inc. (2010 to current) Chief Executive Officer, Team Dell, a division of WPP (2008 to 2010) President and General Manager, Digitas (2001 to 2008) and Avenue A, now Razorfish (1999-2000) Senior Manager, Bain & Company (1995 to 2000) Relevant Sk

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