Macy’s (M) Proxy Filing summary

Executive summary

• Fiscal 2024 marked the first year of the Bold New Chapter strategy, focusing on repositioning, store optimization, and brand reinvigoration, resulting in improved customer experience and financial health.

• Achieved four consecutive quarters of positive comparable sales in key locations, record Net Promoter Scores, and strong performance at Bloomingdale's and Bluemercury.

• Ended the year with $1.3 billion in cash, $679 million in free cash flow, and returned $192 million to shareholders through dividends, with plans to resume share buybacks in 2025.

• Continued focus for 2025 includes scaling successful initiatives, accelerating implementation, and maintaining a healthy balance sheet to support growth and shareholder returns.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 13 director nominees, ratification of KPMG LLP as the independent auditor, and an advisory say-on-pay vote for executive compensation.

• Proxy access and advance notice by-law provisions allow eligible shareholders to nominate directors and submit proposals under specified conditions.

Board of directors and corporate governance

• Board consists of 13 members, 12 of whom are independent; new director Robert B. Chavez brings luxury retail expertise.

• Board committees (Audit, Compensation and Management Development, Finance, Nominating and Corporate Governance) are composed solely of independent directors.

• Annual board and committee evaluations, lead independent director role, and regular executive sessions ensure effective oversight.

• Board diversity includes a mix of leadership, finance, retail, technology, real estate, and ESG experience.