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Get filing alertsMacy's shareholders approve equity compensation plan changes, reelect board at annual meeting
Filed May 18, 2026 · Period ending May 15, 2026 · ~1 min read
Key Changes
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Shareholders approved amendments to the 2024 equity compensation plan with 92% support, allowing continued stock-based pay for executives and employees under revised terms effective May 15, 2026.
Item 5.07 verify on EDGAR → -
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Executive compensation received 79% approval in say-on-pay vote, with 21% opposition suggesting some shareholder concern about pay levels or structure—higher dissent than typical for routine votes.
Item 5.07 verify on EDGAR → -
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All 10 directors elected to one-year terms, though Deirdre Connelly received lowest support at 78% approval versus 93%+ for other directors, indicating potential shareholder concerns about her board service.
Item 5.07 verify on EDGAR → -
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KPMG ratified as independent auditor for fiscal 2026 with 95% shareholder approval, a routine procedural matter with no material impact.
Item 5.07 verify on EDGAR →
Summary
Macy's held its 2026 annual shareholder meeting on May 15, with votes on standard governance matters. The most significant outcome was approval of amendments to the company's equity compensation plan, which passed with 92% support and became effective immediately. This allows management to continue using stock-based incentives under the revised plan terms.
The say-on-pay vote passed but drew notable opposition at 21%, higher than typical for routine compensation votes and suggesting some investors have concerns about executive pay practices. All ten directors were reelected to one-year terms, though voting patterns showed variation.
While most directors received over 93% approval, Deirdre Connelly garnered only 78% support, potentially signaling shareholder concerns about her board contributions. The auditor ratification was routine and passed overwhelmingly. Retail investors should monitor whether the 21% say-on-pay opposition leads to any changes in executive compensation structure or disclosure in next year's proxy statement. The equity plan amendments will affect future dilution from stock-based compensation, so watch the company's equity grant practices in upcoming quarters.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On May 15, 2026, at the annual meeting of shareholders of Macy’s, Inc. (“Macy’s”), shareholders approved the amendment and restatement of the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan (the “Amended and Restated 2024 Plan”). The Amended and Restated 2024 Plan had been approved by the Board of Directors of Macy’s on March 26, 2026, subject to shareholder approval at the annual meeting, and became effective with shareholder approval on May 15, 2026.
Shareholders voted to approve changes to the company's equity compensation plan at the annual meeting. The Board had previously approved these changes in March, contingent on shareholder approval. The amended plan is now effective as of the shareholder approval date.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Macy's held its 2026 annual shareholder meeting on May 15, 2026, with votes on director elections, auditor ratification, and compensation matters.
Added in current filing · verify on EDGAR →
Shareholders approved the advisory vote to approve named executive officer compensation, as follows: FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | 157,691,659 | 43,025,428 | 498,441 | 23,290,539
The say-on-pay vote passed with 157,691,659 votes for versus 43,025,428 against, representing approximately 79% approval. While passing, the 21% opposition is notable and suggests some shareholder concern about executive compensation levels or structure.
Added in current filing · verify on EDGAR →
Shareholders approved the Amendment and Restatement of the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan, as follows: FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | 184,361,310 | 16,423,087 | 431,131 | 23,290,539
Shareholders approved amendments to the 2024 equity compensation plan with 184,361,310 votes for versus 16,423,087 against, representing approximately 92% approval. This allows the company to continue granting equity-based compensation to executives and employees under the amended plan terms.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Shareholders approved the election of 10 directors to serve for a one-year term expiring at the 2027 annual meeting of Macy's shareholders
All 10 director nominees were elected to one-year terms. The lowest approval was for Deirdre P. Connelly with 156,001,716 votes for versus 44,469,777 against, while other directors received stronger support with over 187 million votes for each.
Added in current filing · verify on EDGAR →
Shareholders ratified the appointment of KPMG LLP as Macy's independent registered public accounting firm for the fiscal year ending January 30, 2027
KPMG LLP was ratified as the independent auditor for fiscal 2026 with 214,069,467 votes for, 10,047,654 against, and 388,946 abstentions. This represents strong shareholder approval of approximately 95% of votes cast.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify