M.NYSEMacy's, INC
DEF 14A: Macy's Board Seeks Shareholder Approval for Director Elections, Auditor Ratification, Executive Pay, and New Equity Incentive Plan
Sentiment:
Proxy Statement
Macy's, Inc. is soliciting proxies for its upcoming Annual Meeting of Shareholders on May 17, 2024, covering key items including director elections, auditor ratification, executive compensation, and a new equity incentive plan.
Summary
- Macy's is holding its Annual Meeting of Shareholders on May 17, 2024, virtually.
- Shareholders of record as of March 21, 2024, are eligible to vote.
- The meeting will address the election of 15 director nominees, ratification of KPMG LLP as the independent auditor, an advisory vote on executive compensation, and approval of the 2024 Equity and Incentive Compensation Plan.
- The Board recommends voting FOR all director nominees, the ratification of KPMG, the advisory vote on executive compensation, and the approval of the 2024 Equity and Incentive Compensation Plan.
- The 2024 Equity and Incentive Compensation Plan seeks approval for 26,080,000 shares of common stock for awards.
- The Board fixed the size of the Board at 15 Directors.
- Richard Clark, Richard L. Markee and Douglas W. Sesler were recently appointed to the Board.
- Francis S. Blake and Jeff Gennette retired from the Board effective April 10, 2024.
Sentiment
Score: 7
Explanation: The document is generally positive, highlighting the company's strategic initiatives, financial performance, and commitment to corporate responsibility. However, it also acknowledges the risks and uncertainties associated with forward-looking statements.
Positives
- The company has a diverse board in terms of gender, ethnicity, experience, and skills.
- The company is committed to corporate responsibility and ESG initiatives, including diversity, equity, and inclusion, sustainability, and corporate giving.
- The company has a strong focus on corporate governance, with policies and practices in place to serve the interests of the company and its shareholders.
- The company is actively engaged with its shareholders and seeks their feedback on strategy, performance, ESG, and other matters of mutual interest.
- The company has a clawback policy in place to recover incentive-based compensation in certain circumstances.
Risks
- The document contains forward-looking statements that are subject to significant risks and uncertainties, including Macy's ability to successfully implement its 'A Bold New Chapter' strategy, conditions to proposed real estate transactions, and competitive pressures.
- The company faces risks related to potential changes to trade policies, store closings, general consumer spending levels, systems failures, security breaches, and reliance on foreign sources of production.
Future Outlook
Macy's is focused on executing its recently announced new, growth strategy A Bold New Chapter, which is designed to challenge the status quo to fundamentally reposition the company, enhance the customer experience, deliver growth and unlock shareholder value.
Industry Context
The document provides insights into Macy's strategic priorities and performance in the context of the broader retail industry, including its focus on omnichannel experiences, merchandising, and value to customers.
Comparison to Industry Standards
- The document references the S&P Retail Select Industry Index as a benchmark for relative total shareholder return (rTSR) performance.
- The document references a peer group of publicly traded retail companies to inform itself of the competitiveness of compensation and program design and believes the data provides directional context for compensation decisions.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Jeff Gennette | Tony Spring | February 4, 2024 | Retirement |
| Chairman of the Board | Jeff Gennette | Tony Spring | April 10, 2024 | Retirement |
| Chief Operating Officer and Chief Financial Officer | Adrian V. Mitchell | Adrian V. Mitchell | March 29, 2023 | Promotion |
| Chief Legal Officer and Secretary | Elisa D. Garcia | Tracy M. Preston | January 2024 | Retirement |
Stakeholder Impact
- Shareholders: The document provides information relevant to their voting decisions and insights into the company's performance and strategy.
- Employees: The document discusses executive compensation, benefits, and diversity, equity, and inclusion initiatives, which impact employees.
- Customers: The document highlights the company's focus on enhancing the customer experience and providing value.
- Communities: The document outlines the company's commitment to corporate responsibility and social impact, including charitable giving and environmental stewardship.
Next Steps
- Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will hold its Annual Meeting of Shareholders on May 17, 2024.
- The company will continue to execute its 'A Bold New Chapter' strategy and monitor its performance against key metrics.
Key Dates
| Date | Description |
|---|---|
| 1988 | KPMG LLP and its predecessors have served as our independent registered public accounting firm since 1988. |
| 1995 | All statements in this proxy statement that are not statements of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
| 1997 | Sara Levinson has served as a director since 1997. |
| 2006 | Since 2006, the NCG Committee has retained an independent director search firm, Heidrick & Struggles, to identify and evaluate potential director candidates. |
| 2008 | Deirdre P. Connelly has served as a director since 2008. |
| 2009 | Adoption of Change-in-Control Plan. |
| 2012 | Paul C. Varga has served as a director since 2012. |
| 2013 | Discontinuation of defined benefit plans. |
| 2014 | Introduction of the Macys, Inc. Deferred Compensation Plan (DCP). |
| November 2015 | Francis S. Blake has served as a director since November 2015. |
| 2016 | Jeff Gennette has served as a director since 2016. |
| 2017 | Tony Spring became a member of the Macys executive leadership team since 2017. |
| March 2017 | Jeff Gennette served as Chief Executive Officer of Macys from March 2017 until February 3, 2024. |
| April 1, 2018 | Effective April 1, 2018, we adopted the Senior Executive Severance Plan (SESP) and transitioned the Named Executives and other senior executives to the SESP. |
| March 2021 | The awards were granted in March 2021. |
| 2021 | Ashley Buchanan has served as a director since 2021. |
| 2021 | Tracey Zhen has served as a director since 2021. |
| March 2023 | The NCG Chair leads a discussion at the March NCG Committee meeting, in executive session. |
| March 2023 | In March 2023, the Board appointed Mr. Spring as Macys President and CEO-elect and a member of the Board. |
| March 29, 2023 | Mr. Mitchell was appointed Chief Operating Officer and Chief Financial Officer of the Company effective March 29, 2023. |
| May 2023 | Paul Varga to serve as Lead Independent Director for a two-year term commencing in May 2023. |
| May 17, 2023 | All Company directors serving at the time of our most recent annual meeting of shareholders held in May 2023 attended the meeting. |
| June 30, 2023 | We reached out to 29 shareholders, including 26 of our top shareholders, representing over 59% of our outstanding shares (as of June 30, 2023), as well as major proxy advisory firms. |
| July 2023 | Submitted fiscal year 2022 (FY22) CDP Climate Change Report in July 2023. |
| August 2023 | In August 2023 Semler Brossy completed a peer group review to confirm the appropriateness of the current peers. |
| October 31, 2023 | Ms. Garcia retired from her role as Executive Vice President, Chief Legal Officer and Secretary after seven years of service. |
| December 2023 | In December 2023, the NCG Committee engaged Semler Brossy to prepare a competitive assessment of our Non-Employee Director compensation program. |
| December 2023 | Semler Brossy reviewed the peer group and determined Macys last twelve months revenue and EBITDA were positioned between median and the 75th percentile and market capitalization near the 25th percentile as of July 2023. |
| January 2024 | Ms. Preston joined the Company as Chief Legal Officer and Secretary in January 2024. |
| February 3, 2024 | Jeff Gennette retired from his position as Chief Executive Officer on February 3, 2024. |
| February 4, 2024 | On February 4, 2024, Mr. Spring became Chief Executive Officer and Chair-Elect, succeeding Mr. Gennette. |
| February 2024 | In February 2024 the Board elected Mr. Spring as Chief Executive Officer and Chairman of the Board-Elect to succeed Mr. Gennette. |
| February 2024 | The NCG Committee, with support from Semler Brossy, reviewed Mr. Gennettes compensation when he was appointed Non-Executive Chairman in February 2024. |
| March 11, 2024 | On March 11, 2024, upon recommendation by the CMD Committee, the Board unanimously approved and adopted, subject to the approval of the Companys shareholders at the Annual Meeting, the 2024 Plan to succeed the Macys, Inc. 2021 Equity and Incentive Compensation Plan (the 2021 Plan). |
| March 21, 2024 | The record date for the Annual Meeting is March 21, 2024. |
| April 10, 2024 | Mr. Gennette retired from his position as Non-Executive Chairman, and Mr. Spring began serving as Chairman of the Board. |
| April 10, 2024 | Francis S. Blake, who has served as a director since November 2015, retired from the Board effective April 10, 2024. |
| April 10, 2024 | Jeff Gennette, who has served as a director since 2016, served as Chief Executive Officer of Macys from March 2017 until February 2024, and previously served as Non-Executive Chairman of the Board, retired from the Board effective April 10, 2024. |
| April 10, 2024 | We also recently appointed three new directors to our Board: Richard Clark, Richard L. Markee and Douglas W. Sesler. |
| April 15, 2024 | Proxy materials are first being made available, released, or mailed to shareholders on April 15, 2024. |
| May 14, 2024 | The plan trustee must receive your voting instructions by 11:59 p.m., Eastern Time, on Tuesday, May 14, 2024. |
| May 16, 2024 | Votes directed over the Internet or by telephone through such a program must be received by 11:59 p.m., Eastern Time, on Thursday, May 16, 2024. |
| May 17, 2024 | The Annual Meeting will be held virtually via live webcast and can be accessed online at www.virtualshare holdermeeting.com/M2024 on May 17, 2024. |
| 2025 | Each nominee will serve for a one-year term expiring at our annual meeting of shareholders in 2025 or until his or her successor is duly elected and qualified. |
| 2025 | Macys will donate more than $100 million by 2025 to nonprofit organizations that support the emotional well-being and education of youth, as well as environmental stewardship. |
| 2025 | Including announcing the expansion of up to 30 Macys small-format stores across the U.S. through 2025. |
Keywords
proxy statement, annual meeting, board of directors, executive compensation, equity incentive plan, corporate governance, director nominees, KPMG, shareholders, Macys
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.