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 24, 2011

Date of Earliest Event Reported:  May 20, 2011

 

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

             As described in Item 5.07 below, on May 20, 2011, the shareholders of Macy's, Inc. ("Macy's") approved an amendment to Article Seventh of Macy's Amended and Restated Certificate of Incorporation, which removed the requirement of plurality voting for directors. A Certificate of Amendment of the Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 20, 2011.  A copy of Article Seventh, as amended, is attached hereto as Exhibit 3.1 and is incorporated herein by reference. 

             On February 25, 2011, the Board of Directors approved an amendment to Section 13 of Macy's Amended and Restated By-Laws, which amendment was contingent upon the approval by shareholders of the amendment to the Amended and Restated Certificate of Incorporation described above.  The amendment adds a new By-Law 13(d), which provides that in order for director nominees to be elected, they must receive the affirmative vote of a majority of the shares cast by holders entitled to vote at an annual meeting. By-Law 13(d) also provides that plurality voting would apply in the event of a contested election (i.e., an election where the number of nominees exceeds the number of directors to be elected). The By-Laws amendment became effective with the filing of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, as described above.  A copy of Macy's Amended and Restated By-Laws, as so amended, is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

   

 

 

Item 5.07.             Submission of Matters to a Vote of Security Holders.

 

                Macy's annual meeting of shareholders was held on May 20, 2011 in Cincinnati, Ohio.  The following is a summary of the matters voted on at the meeting:

 

(a)  Shareholders approved the election of ten directors for a one-year term expiring at the 2012 annual meeting of Macy's shareholders, as follows:

 

Nominee

 

For Votes

 

Withheld Votes

 

Broker Non-Votes

Stephen F. Bollenbach

 

354,009,126

 

1,620,545

 

19,615,705

Deirdre P. Connelly

 

351,537,687

 

4,091,984

 

19,615,705

Meyer Feldberg

 

308,081,068

 

47,548,603

 

19,615,705

Sara Levinson

 

347,018,098

 

8,611,573

 

19,615,705

Terry J. Lundgren

 

341,032,926

 

14,596,745

 

19,615,705

Joseph A. Neubauer

 

302,118,921

 

53,510,750

 

19,615,705

Joseph A. Pichler

 

350,003,784

 

5,625,887

 

19,615,705

Joyce M. Roché

 

354,167,774

 

1,461,897

 

19,615,705

Craig E. Weatherup

 

347,648,211

 

7,981,460

 

19,615,705

Marna C. Whittington

 

350,170,542

 

5,459,129

 

19,615,705

 

 

(b)  Shareholders ratified the appointment of KPMG LLP as Macy's independent registered public accounting firm for the fiscal year ending January 28, 2012, as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

369,761,161

 

5,170,424

 

313,791

 

0

 

(c)  Shareholders approved Macy's Amended and Restated Certificate of Incorporation, as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

373,075,169

 

1,288,887

 

881,320

 

0

 

 

(d)  Shareholders approved the advisory vote on executive compensation, as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

277,724,700

 

72,098,001

 

5,806,970

 

19,615,705

 

 

(e)   The advisory vote on the frequency of the advisory vote on executive compensation received the following votes:

 

One Year

 

Two Years

 

Three Years

 

Abstain

 

Broker Non-Votes

306,087,224

 

705,662

 

45,495,546

 

3,341,239

 

19,615,705

 

In accordance with the Board of Directors' recommendation and the voting results on this advisory proposal, the Company

will include an advisory shareholder vote on executive compensation in the Company's proxy materials every year until the

next required advisory vote on the frequency of shareholder votes on executive compensation.

 

 

 

Item 9.01.

Financial Statements and Exhibits.

 

 

 

(d)

Exhibits

 

 

 

3.1

Macy's, Inc. Article Seventh of the Amended and Restated Certificate of Incorporation.

 

 

 

 

 

 

3.2

Macy's, Inc.  Amended and Restated By-Laws.


 

 

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 24, 2011

By:       /s/ Dennis J. Broderick                                       

 

Name:  Dennis J. Broderick

 

Title:  Executive Vice President, General Counsel and Secretary

 


 

Index to Exhibits

 

Index Number

 

 

 

 

 

 

 

3.1

 

Macy's, Inc. Article Seventh of the Amended and Restated Certificate of Incorporation.

 

3.2

 

Macy's, Inc.  Amended and Restated By-Laws.