Independent
Tenure on this board
3.8 yrs
10 nominees · 4 ballot items.
Four proposals: (1) election of ten director nominees; (2) ratification of KPMG LLP as independent registered public accounting firm; (3) an advisory (non-binding) vote to approve the compensation of the company’s named executive officers (say-on-pay); and (4) approval of the amendment and restatement of the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan to add 10,814,000 shares and extend the plan term — all recommended FOR by the Board.
Vote to elect ten director nominees to the Board for one-year terms expiring at the 2027 annual meeting.
Vote to ratify the Audit Committee’s appointment of KPMG LLP as Macy’s independent registered public accounting firm for the fiscal year ending January 30, 2027.
Non-binding, advisory vote asking shareholders to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders, on an advisory (non-binding) basis, to approve the Company’s executive compensation disclosures and the overall compensation program for the named executive officers as described in the proxy statement. Management seeks this vote to confirm shareholder support for the Company’s pay-for-performance philosophy, incentive plan design, and recent compensation actions taken by the Compensation and Management Development Committee. The Board recommends a FOR vote, noting that a large majority supported the Company’s say-on-pay in 2025 and that the CMD Committee uses investor feedback when designing compensation. Key contextual points include the Company’s emphasis on at-risk pay (with approximately 70%+ of NEO target pay performance-linked), a mix of short- and long-term incentives (annual STI and PRSU/RSU awards), and multi-year performance metrics tying pay to Adjusted EBITDA, relative TSR and other operational goals. The advisory vote is non-binding, but the Board and CMD Committee state they will consider the outcome in future decisions and disclosures. The Company highlights realized 2025 CEO pay, the structure of PRSUs (including negative TSR caps and maximum payout caps), and robust governance features such as clawback policy, anti-hedging/pledging rules, minimum vesting and prohibition on repricing without shareholder approval. Potential shareholder concerns often center on overall quantum, dilution/overhang from equity plans, and the alignment of performance metrics with long-term value; management addresses these through pay mix, performance metrics, burn-rate analysis and limits on director awards. In recommending FOR, the Board argues the program appropriately balances retention, incentivization, and shareholder alignment while preserving discretion to adjust awards and outcomes in future years.
Vote to approve the amendment and restatement of the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan to (primarily) increase the share reserve by 10,814,000 shares and extend the plan term by ten years.
This management proposal requests shareholder approval to amend and restate Macy’s 2024 Equity and Incentive Compensation Plan primarily to increase the share reserve by 10,814,000 shares and to extend the plan’s term for up to ten additional years from shareholder approval. Management and the CMD Committee argue that the additional share pool is necessary to continue granting RSUs, PRSUs and other equity awards used to attract, motivate and retain employees and non-employee directors and to align long-term compensation with shareholder returns. The filing includes detailed governance safeguards: fungible share-counting rules, anti-repricing language requiring shareholder approval, limits on annual non-employee director compensation, minimum vesting rules (with limited exceptions), share recycling rules, and clawback and change-in-control provisions designed to protect shareholders. Management provides metrics intended to justify the requested increase — current shares available (13.7M as of Jan 31, 2026), historical burn rates (three-year average unadjusted 2.04% and adjusted 3.57%), outstanding awards, and an estimate that the requested shares would cover roughly two to three years of typical grant activity at historical grant rates. The proposal also discloses overhang and aggregate market value of the requested shares (approximately $216.5M based on the Jan 31, 2026 closing price) and reiterates that if shareholders do not approve the amendment the 2024 Plan will remain in effect without the additional shares, potentially forcing greater reliance on cash compensation that management believes would be less aligned with shareholder interests. Notable investor considerations include dilution/overhang, burn rate, and governance protections; the plan includes multiple features to mitigate concerns (e.g., no repricing without shareholder approval, limited recycling, minimum vesting, and recoupment policies). The Board recommends a FOR vote, citing the competitive necessity of equity awards to retain talent, alignment of management and shareholders through long-term equity, and the presence of protective plan features that aim to limit dilution and protect shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 9.01% | 23,749,897 | $524M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.84% | 15,399,669 | $340M |
| 3 | BlackRock, Inc. | 5.24% | 13,820,236 | $305M |
| 4 | AMERICAN CENTURY COMPANIES INC | 4.22% | 11,131,242 | $245M |
| 5 | RWC Asset Management LLP | 4.16% | 10,965,149 | $242M |
| 6 | STATE STREET CORP | 3.52% | 9,272,582 | $206M |
| 7 | BlackRock, Inc. | 3.34% | 8,821,836 | $195M |
| 8 | Newport Trust Company, LLC | 2.65% | 6,989,536 | $154M |
| 9 | LSV ASSET MANAGEMENT | 2.28% | 6,004,835 | $132M |
| 10 | SCHRODER INVESTMENT MANAGEMENT GROUP | 1.89% | 4,985,708 | $110M |
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