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 (Date of earliest event reported):  May 17, 2019
 
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.01 par value per share
M
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company c
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
c






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

The annual meeting of shareholders of Macy’s, Inc. (“Macy’s”) was held on May 17, 2019 in Cincinnati, Ohio. The following is a summary of the matters voted on at the meeting:


1.
Shareholders approved the election of eleven directors for a one-year term expiring at the 2020 annual meeting of Macy's shareholders, as follows:
 
VOTES
 

“For”
 

“Against”
 

“Abstain”
 
Broker
Non-Vote
David P. Abney
220,247,242
 
1,613,597
 
915,569
 
40,917,682
Francis S. Blake
219,412,516
 
2,471,370
 
892,522
 
40,917,682
John A. Bryant
220,237,326
 
1,593,589
 
945,493
 
40,917,682
Deirdre P. Connelly
217,685,928
 
4,275,307
 
815,173
 
40,917,682
Jeff Gennette
207,133,748
 
13,129,580
 
2,513,080
 
40,917,682
Leslie D. Hale
220,103,731
 
1,808,795
 
863,882
 
40,917,682
William H. Lenehan
220,169,497
 
1,632,012
 
974,899
 
40,917,682
Sara Levinson
215,279,446
 
6,607,755
 
889,207
 
40,917,682
Joyce M. Roché
210,765,875
 
11,210,365
 
800,168
 
40,917,682
Paul C. Varga
216,022,514
 
5,909,182
 
844,712
 
40,917,682
Marna C. Whittington
210,016,454
 
11,957,926
 
802,028
 
40,917,682


2.
Shareholders ratified the appointment of KPMG LLP as Macy's independent registered public accounting firm for the fiscal year ending February 1, 2020, as follows:

“For”
“Against”
“Abstain”
“Broker Non-Vote”
250,534,657
12,179,074
980,359
-0-


3.    Shareholders approved the advisory vote to approve named executive officer compensation, as follows:

“For”
“Against”
“Abstain”
“Broker Non-Vote”
200,538,686
20,968,758
1,268,964
40,917,682


4.    Shareholders did not approve the advisory vote on the Shareholder proposal regarding political disclosure:





“For”
“Against”
“Abstain”
“Broker Non-Vote”
110,055,566
97,342,526
15,378,316
40,917,682


5.
Shareholders did not approve the advisory vote on the Shareholder proposal regarding recruitment and forced labor:

“For”
“Against”
“Abstain”
“Broker Non-Vote”
78,740,870
114,934,666
29,100,872
40,917,682



 
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 21, 2019
By:     /s/ Elisa D. Garcia                  
 
Name:  Elisa D. Garcia
 
Title:   Executive Vice President, Chief Legal Officer
             and Secretary