Macy's, Inc.

We are providing the enclosed proxy materials in connection with the solicitation by the board of directors (the Board) of Macy’s, Inc. (Macy’s or the Company) of proxies to be voted at the Annual Meeting of Shareholders to be held on May 17, 2024 (the Annual Meeting). We began giving these proxy materials to our shareholders on April 15, 2024.

This summary highlights certain information contained elsewhere in our proxy statement. This summary does not contain all the information you should consider. You should read the entire proxy statement carefully before voting.

Voting Matters

Corporate Governance Highlights

We believe that good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that serve the interests of the Company and our shareholders. Our corporate governance policies and practices include:

Macy’s Nominees for Director

The following tables provide summary information (as of April 10, 2024) about Macy’s director nominees. The Board unanimously recommends that you vote “FOR” each of our Board’s director nominees:

Our director nominees provide an effective mix of experience and perspectives, as well as gender, age and racial/ethnic diversity.

Executive Compensation Program

Our compensation program objectives are to provide competitive and reasonable compensation opportunities through programs aligned with key business strategies and plans, foster a performance-based culture, and attract, motivate, reward and retain key executives. Balancing these primary program objectives helps ensure accountability to our shareholders. For a detailed discussion of our short- and long-term incentive programs, see page 85.

2023 Compensation Program Design

The 2023 executive compensation program focused on 2023 financial objectives and key priorities, consistent with focus areas discussed during our earnings calls, as well as absolute and relative stock price appreciation. The plan framework and goals reflect our commitment to a pay-for-performance compensation philosophy while accounting for the heightened uncertainty surrounding both the consumer and macro environment at the time the plans were set.

Annual Incentive Plan

The annual incentive plan design reflected a focus on key 2023 business priorities.

Long-term Incentive Plan

We continued to use performance-based restricted stock units (PRSUs) and time-based restricted stock units (RSUs) in the long-term incentive plan with a mix of 50% each for all NEOs. The 2023 PRSU awards had two equally weighted metrics: 2023 – 2025 relative total shareholder return (rTSR) and 2023 Adjusted EBITDA margin.

The payout ranges in both the annual and long-term incentive plans were 25% to 200% of target, consistent with 2022.

Compensation Mix

Within our primary pay elements of base salary, performance-based annual incentive and long-term incentives, we emphasize at risk pay over fixed pay with at least 70% of our NEOs’ target compensation linked to a variety of metrics, including pre-determined performance objectives (financial and strategic) and/or stock price performance. The program also balances the importance of the achievement of short-term and long-term objectives.

Our executive compensation program and our methodology for setting pay opportunities and approving payouts are further discussed in the Compensation Discussion and Analysis (CD&A) on page 77.

Corporate Responsibility

We believe we have a responsibility to manage our resources, maximize our positive social impact and proactively engage on issues that span the breadth of our operations including through transparency, product responsibility and supply chain management, energy management, diversity, equity and inclusion and building resilient communities.

Consumers have a rising expectation that how companies do business is as important as what they sell. Our social purpose is a strategy and framework that supports our business and empowers more voice, choice and ownership of our colleagues, customers, and communities.

OurMission Every One social purpose platform is working to create a brighter future with bold representation for all. Our initial commitment of $5 billion through 2025 will be directed to our people, partners, products and programs to create a more equitable and sustainable future. A portion of the Company’s overall $5 billion commitment will support retail and non-retail diverse-owned or underrepresented businesses, investments in diverse and inclusive development programs and expand the sustainable products backed by third-party certifications that we offer. Across Macy’s, Bloomingdale’s, and Bluemercury, digital shopping through online and app experiences, and new smaller off-mall store formats, Macy’s fosters a comprehensive supplier ecosystem that advocates for businesses at all levels of growth and across a vast array of categories and size.

OUR COMMITMENT PILLARS INCLUDE:

People

In 2023, we continued our efforts to enhance diversity and inclusion across all levels of our organization to enable us to more closely and effectively engage with all of our customers. Our accomplishments included:

Planet

During 2023, we enhanced our environmental initiatives by disclosing certain environmental performance metrics and designing programs to reduce our carbon emissions impact:

Submitted fiscal year 2022 (FY22) CDP Climate Change Report in July 2023 that included the following highlights:

We took steps to extend our efforts in environmental stewardship to our product sales:

In addition, we took steps to extend our efforts in responsible sourcing:

Community