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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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| FORM 8-K |
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| CURRENT REPORT |
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported): May 17, 2019 |
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| MACY'S, INC. |
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7 West Seventh Street, Cincinnati, Ohio 45202 (513) 579-7000 |
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| - and - |
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151 West 34th Street, New York, New York 10001 (212) 494-1602 |
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| Delaware | 1-13536 | 13-3324058 |
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 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: |
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| [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
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| 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 |
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| 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:
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| 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: |
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| | VOTES |
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“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 |
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| 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: |
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| “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:
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| “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:
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| “For” | “Against” | “Abstain” | “Broker Non-Vote” |
| 110,055,566 | 97,342,526 | 15,378,316 | 40,917,682 |
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| 5. | Shareholders did not approve the advisory vote on the Shareholder proposal regarding recruitment and forced labor: |
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| “For” | “Against” | “Abstain” | “Broker Non-Vote” |
| 78,740,870 | 114,934,666 | 29,100,872 | 40,917,682 |
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| MACY’S, INC. |
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| SIGNATURE |
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| 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. |
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| | MACY’S, INC. |
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| Dated: May 21, 2019 | By: /s/ Elisa D. Garcia |
| | Name: Elisa D. Garcia |
| | Title: Executive Vice President, Chief Legal Officer and Secretary |
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