Macy's, Inc.

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:

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):

On behalf of the Board of Directors and all colleagues of Macy’s, Inc., thank you for your investment and continued support.

Fiscal 2024 was a year of transition and investment as we began executing our Bold New Chapter strategy. We have a talented and dedicated leadership team and colleague base across the organization, and I am encouraged by what we have accomplished in my first year as Chairman and Chief Executive Officer. Our results in 2024 are a testament to our team’s commitment to serving our customers and executing our strategy to deliver sustainable, profitable growth and greater value for our shareholders. We are building on our momentum as we enter 2025 and are further positioning Macy’s, Inc. for long-term success.

A Bold New Chapter. 2024 marked the first year of our Bold New Chapter strategy, designed to fundamentally reposition our company. All three pillars of our strategy have gained traction and are driving a more agile and healthier business overall. Our efforts to strengthen and reimagine the Macy’s nameplate by right-sizing our store base, investing in the customer experience and reinvigorating the brand portfolio have enabled record annual Net Promoter Scores and four consecutive quarters of sales growth in our First 50 locations, including fourth quarter comparable sales up 0.8% on an owned basis and up 1.2% on an owned-plus-licensed basis. We are capitalizing on the strength of our Bloomingdale’s and Bluemercury nameplates with store expansion that is accelerating and differentiating luxury at Macy’s, Inc. Finally, we are realizing efficiencies and controlling costs as a result of our work to simplify and modernize our end-to-end operations. Our teams are energized by the opportunities we see and the results we have delivered so far on these growth initiatives.

Our Board. Our Board of Directors works directly with management to oversee execution of our strategy, enterprise risk management, sustainability, corporate governance policies and human capital management. Our directors are active, engaged and well-versed in areas relevant to our business. They possess deep financial expertise, retail industry knowledge and proven experience in technology, real estate and sales and marketing. Effective April 1, we are pleased to welcome Robert (Bob) Chavez, who brings vast luxury retail experience to our Board, as a new independent director. We also want to express our gratitude for the valuable contributions made by Sara Levinson, who is retiring from the Board and will not be standing for re-election at this year’s Annual Meeting. Twelve of 13 director nominees are independent, including Paul Varga, our lead independent director, and the average tenure of our nominees is 4.2 years as a result of our ongoing refreshment efforts.

**Looking Ahead.**As we look to 2025 and beyond, we remain focused on delivering an improved customer experience and operational excellence to further advance our Bold New Chapter strategy. We will continue to deliver curated assortments, relevant messaging, enhanced customer service and compelling value, supported by improved end-to-end operations across all three of our nameplates. Our healthy balance sheet and ample liquidity underpin these efforts, as we continue to prudently invest in growth initiatives that support our long-term aspirations and return capital to shareholders through predictable quarterly dividends and share buybacks, while delivering solid free cash flow generation.

As we enter the second year of our strategy, we recognize there is more work to do. We must scale the initiatives that are resonating with our customers and accelerate the pace of implementation to achieve our long-term goals. We firmly believe that Macy’s, Inc. is well positioned across our nameplates to deliver value to our shareholders as well as a brighter future for our colleagues and customers. We look forward to your participation in this year’s Annual Meeting.

Annual Meeting. You are invited to attend our Annual Meeting of Shareholders, which will be conducted virtually via live webcast on Friday, May 16, 2025, at 10:00 a.m., Eastern Time.

Notice of the 2025 Annual Meeting of Shareholders

PROXY VOTING FOR REGISTERED HOLDERS (shares are held in your own name)

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.

​

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.

Virtual Annual Meeting Participation

Any shareholder of record can attend and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/M2025. You will need the 16-digit control number shown on your Notice of Internet Availability of Proxy Materials (or on your proxy card or voting instruction card if you receive printed proxy materials) 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.

​

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSFOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 16, 2025.

The Notice of Annual Meeting of Shareholders, Proxy Statement and Annual Report on Form 10-K for the yearended February 1, 2025 are available at www.proxyvote.com and www.macysinc.com. Proxy materials or a Notice of internet Availability of Proxy Materials are first being made available, released, or mailed toshareholders on April 1, 2025.

** Voluntary Electronic Delivery of Proxy Materials**

We encourage our shareholders to enroll in voluntary e-delivery for future proxy materials. Electronic delivery is convenient and provides immediate access to these materials. This will help us save printing and mailing expenses and reduce our impact on the environment. Follow the simple instructions atwww.proxyvote.com.