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
Number

10.1




Macy’s Amended and Restated 2009 Omnibus Incentive Compensation Plan.