Macy’s (M) Proxy filing summary

Executive summary

• Fiscal 2025 marked the second year of the Bold New Chapter strategy, delivering positive comparable sales growth and operational improvements across all nameplates, with a focus on strengthening the Macy's brand, accelerating luxury growth, and modernizing operations.

• Investments in customer experience, digital platforms, and supply chain automation contributed to record Net Promoter Scores and improved financial performance, including $21.8B in net sales, $642M net income, and $1.4B operating cash flow.

• $447M was returned to shareholders in 2025 through dividends and share buybacks, with a 27% increase in annual dividend payout since 2021.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) election of 10 director nominees, (2) ratification of KPMG LLP as independent auditor, (3) advisory approval of executive compensation, and (4) approval of the amended and restated 2024 Equity and Incentive Compensation Plan.

• The Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 annual meeting in accordance with Rule 14a-8 and advance notice by-law provisions.

Board of directors and corporate governance

• Board reduced from 13 to 10 members to align with strategic focus; average director tenure is 5.9 years.

• 9 of 10 director nominees are independent; all committees are composed solely of independent directors.

• Lead Independent Director role held by Paul C. Varga; annual board and committee evaluations conducted.

• Board skills matrix highlights expertise in finance, retail, technology, real estate, and marketing.

• Shareholder engagement included outreach to holders of over 50% of outstanding shares, with feedback incorporated into governance and compensation practices.