UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 19, 2014
Date of Earliest Event Reported: May 16, 2014
MACY’S, INC.
7 West Seventh Street, Cincinnati, Ohio 45202
(513) 579-7000
-and-
151 West 34th Street, New York, New York 10001
(212) 494-1602
Delaware
1-13536
13-3324058
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The annual meeting of the shareholders of Macy’s, Inc. (the “Company”) was held on May 16, 2014 in Cincinnati, Ohio (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted to approve the Company’s Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “Amended Plan”). A description of the terms and conditions of the Amended Plan is set forth in “Item 4 APPROVAL OF THE MACY’S, INC. AMENDED AND RESTATED 2009 OMNIBUS INCENTIVE COMPENSATION PLAN” in the Company’s 2014 Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on April 2, 2014, as supplemented by a Supplement to the Proxy Statement filed with the SEC on May 2, 2014 (collectively, the “Proxy Statement”) and such description is incorporated herein by reference. The descriptions set forth herein and in the Proxy Statement are summaries only and are qualified in their entirety by the full text of the Amended Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following is a summary of the matters voted on at the Annual Meeting:
(1) Shareholders approved the election of ten directors for a one-year term expiring at the 2015 annual meeting of the Company’s shareholders, as follows:
Nominee
For
Against
Abstain
Broker Non-Votes
Stephen F. Bollenbach
290,555,813
4,915,960
3,891,099
18,951,977
Deirdre P. Connelly
293,845,903
1,673,074
3,843,895
18,951,977
Meyer Feldberg
291,012,036
6,689,761
1,661,075
18,951,977
Sara Levinson
287,419,586
8,247,109
3,696,177
18,951,977
Terry J. Lundgren
278,391,679
18,918,751
2,052,442
18,951,977
Joseph A. Neubauer
264,596,138
31,057,815
3,708,919
18,951,977
Joyce M. Roché
292,874,690
2,651,875
3,836,307
18,951,977
Paul C. Varga
293,565,314
1,939,184
3,858,374
18,951,977
Craig E. Weatherup
269,893,099
25,724,022
3,745,751
18,951,977
Marna C. Whittington
289,145,656
6,539,125
3,678,091
18,951,977
(2) Shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2015, as follows:
For
Against
Abstain
Broker Non-Votes
311,292,108
5,249,562
1,773,179
N/A
(3) Shareholders approved the advisory vote to approve named executive officer compensation, as follows:
For
Against
Abstain
Broker Non-Votes
287,555,394
7,697,452
4,110,026
18,951,977
(4) Shareholders approved the Macy’s Amended and Restated 2009 Omnibus Incentive Compensation Plan, as follows:
For
Against
Abstain
Broker Non-Votes
282,125,111
15,276,027
1,961,734
18,951,977
MACY’S, INC.
SIGNATURE
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.
MACY’S, INC.
Dated: May 19, 2014
By: /s/ Dennis J. Broderick
Name: Dennis J. Broderick
Title: Executive Vice President, General Counsel and Secretary
Index to Exhibits
Index
Number10.1
Macy’s Amended and Restated 2009 Omnibus Incentive Compensation Plan.