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Macy's, Inc.

For the period ended May 17, 2024. Filed Apr 15, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 17, 2024 · Filed Apr 15, 2024

M$23.08-4.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. _)

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

​​
☐Preliminary Proxy Statement
☐Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

Macy’s, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

​​​
☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Notice of the 2024 Annual Meeting of Shareholders

WHENWHERERECORD DATE
May 17, 20249:00 a.m. Eastern Time​The Annual Meeting will be held virtually via live webcast and can be accessed online at www.virtualshareholdermeeting.com/M2024​Shareholders of record at the close of business on March 21, 2024 are entitled to notice of, and to attend and vote during the Annual Meeting
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ITEMS OF BUSINESS​​
1Election of director nominees​
2Ratification of the appointment of independent registered public accounting firm​
3Advisory vote to approve named executive officer compensation​
4Approval of the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan​
PROXY VOTING FOR REGISTERED HOLDERS (shares are held in your own name)
Over the Internet during the Annual Meeting at www.virtualshareholdermeeting.com/M2024By telephone 24/7 at 1 (800) 690-6903Over the Internet 24/7 at www.proxyvote.comBy mailing your completed proxy to:Macy's, Inc. c/o Broadridge51 Mercedes WayEdgewood, NY 11717​​

If your shares are held in “street name” with a broker or similar party, you have a right to direct that organization on how to vote the shares held in your account. You can vote by signing, dating, completing and returning your voting instruction form by mail in the postage-paid envelope provided, or by following the instructions for voting via telephone or the internet set forth on the voting instruction form. Street name holders may vote online during the Annual Meeting only if they submit a legal proxy from their bank, broker or other nominee.

If you are a participant in our 401(k) Retirement Investment Plan, you may attend and participate in the Annual Meeting, but you will not be able to vote the shares held in this plan electronically during the Annual Meeting. You must vote in advance of the Annual Meeting online, by phone, or by mail.

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Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by completing, signing, dating and returning your proxy card or voting instruction form promptly, or by voting by telephone or over the Internet, following the instructions set forth on the proxy card or voting instruction form.

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​​MACY’S, INC.2024 PROXY STATEMENT1

Virtual Annual Meeting Participation

Any shareholder of record can attend and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/M2024. You will need the 16-digit control number shown on your proxy card to vote and submit questions in advance of or during the Annual Meeting. Beneficial holders need to obtain and submit a legal proxy from their bank, broker or other nominee in order to vote at the Annual Meeting.

Additional information on how you can attend and participate in the virtual Annual Meeting is set forth under “Information About the Annual Meeting” in the accompanying proxy statement.

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​​By Order of the Board,​
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​​Tracy M. Preston
​​Chief Legal Officer and Secretary

April 15, 2024

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSFOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 17, 2024.

The Notice of Annual Meeting of Shareholders, Proxy Statement and Annual Report on Form 10-K for the yearended February 3, 2024 are available at www.proxyvote.com and www.macysinc.com. Proxy materials are first being made available, released, or mailed toshareholders on April 15, 2024.

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.