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No fee required
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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Sincerely,
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![]() |
TERRY J. LUNDGREN
|
Chairman of the Board and Chief Executive Officer
|
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE CAST YOUR VOTE PROMPTLY.
|
May 15, 2015
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Macy's, Inc. Corporate Office
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11:00 a.m. (Eastern Time)
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7 West Seventh Street
|
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Cincinnati, Ohio 45202
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1.
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Elect 13 members of Macy's board of directors;
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2.
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Ratify the appointment of KPMG LLP as Macy's independent registered public accounting firm for the fiscal year ending
January 30, 2016
;
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3.
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Cast an advisory vote to approve the compensation of our named executive officers; and
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4.
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Conduct any other business as may properly come before the meeting or any postponement or adjournment of the meeting.
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By Order of the Board of Directors,
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![]() |
DENNIS J. BRODERICK
Secretary
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON MAY 15, 2015.
|
The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended January 31, 2015 are available at www.proxyvote.com and www.macysinc.com.
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PROXY STATEMENT SUMMARY
|
2
|
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GENERAL
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9
|
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STOCK OWNERSHIP
|
12
|
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ITEM 1. ELECTION OF DIRECTORS
|
14
|
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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
|
21
|
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ITEM 2. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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35
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ITEM 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
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36
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COMPENSATION DISCUSSION & ANALYSIS
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37
|
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COMPENSATION COMMITTEE REPORT
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57
|
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COMPENSATION OF THE NAMED EXECUTIVES FOR 2014
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57
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
72
|
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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72
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POLICY ON RELATED PERSON TRANSACTIONS
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73
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REPORT OF THE AUDIT COMMITTEE
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73
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SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS
|
74
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OTHER MATTERS
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74
|
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APPENDIX A. POLICY AND PROCEDURES FOR PRE-APPROVAL OF NON-AUDIT SERVICES BY OUTSIDE AUDITORS
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A-1
|
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Time and date:
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11:00 a.m., Eastern Time, on
May 15, 2015
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Place:
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Macy's, Inc., 7 West Seventh Street, Cincinnati, OH 45202
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Record date:
|
March 20, 2015
|
How to vote:
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In general, you may vote either in person at the annual meeting or by telephone, the Internet, or mail.
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Common shares outstanding as of record date:
|
341,599,642 shares
|
Proposal
|
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Board Voting Recommendation
|
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Page
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|
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|
|
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Item 1.
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Election of 13 directors
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FOR EACH NOMINEE
|
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14
|
|
|
|
|
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Item 2.
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Ratification of KPMG LLP as our independent registered public accounting firm for fiscal 2015
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FOR
|
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35
|
|
|
|
|
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Item 3.
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Advisory vote to approve our named executive officer compensation
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FOR
|
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36
|
|
|
|
|
|
|
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Page
|
|
|
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Page
|
|
ü
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Confidential Voting Policy
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9
|
|
ü
|
Annual Board and Committee Evaluations
|
26
|
|
|
|
|
|
|
|
|
|
ü
|
Single Voting Class
|
9
|
|
ü
|
Diverse Board in Terms of Gender, Ethnicity, Experience and Skills
|
3
|
|
|
|
|
|
|
|
|
|
ü
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Annual Election of All Directors
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14
|
|
ü
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Director Retirement Policy
|
31
|
|
|
|
|
|
|
|
|
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ü
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Majority Voting in Uncontested Director Elections
|
9
|
|
ü
|
Director Resignation Policy
|
31
|
|
|
|
|
|
|
|
|
|
ü
|
12 of 13 Director Nominees are Independent
|
21
|
|
ü
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Board and Committee Oversight of Risk
|
23
|
|
|
|
|
|
|
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|
|
ü
|
Independent Presiding Director
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23
|
|
ü
|
No Shareholder Rights Plan
|
n/a
|
|
|
|
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|
|
|
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ü
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Independent Board Committees
|
24
|
|
ü
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Share Ownership Guidelines for Directors and Executive Officers
|
34; 55
|
|
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|
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|
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ü
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Regular Executive Sessions of Independent Directors
|
22
|
|
ü
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Policy Prohibiting Pledging and Hedging Ownership of Macy's Stock
|
56
|
|
|
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|
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Name
|
|
Age
|
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Director Since
|
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Independent
|
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Principal Occupation
|
|
|
|
|
|
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Committee Memberships
|
|
Other Public Directorships
|
||||||||||
Stephen F. Bollenbach
|
|
72
|
|
|
2007
|
|
ü
|
|
Non-Executive Chairman of the Board of Directors of KB Home
|
|
• Audit
• Finance
|
|
• KB Home
• Moelis & Company
• Mondelez International
• Time Warner, Inc.
|
John A. Bryant
|
|
49
|
|
|
2015
|
|
ü
|
|
Chairman, President and CEO of Kellogg Company
|
|
• Audit
|
|
• Kellogg Company
|
Deirdre P. Connelly
|
|
54
|
|
|
2008
|
|
ü
|
|
Former President, North American Pharmaceuticals of GlaxoSmithKline
|
|
• Compensation and Management Development
• Nominating and Corporate Governance
|
|
|
Meyer Feldberg
|
|
73
|
|
|
1992
|
|
ü
|
|
Dean Emeritus and Professor of Leadership and Ethics at Columbia Business School
|
|
• Compensation and Management Development (Chair)
• Nomination and Corporate Governance
|
|
• Revlon, Inc.
• UBS Global Asset Management
|
Leslie D. Hale
|
|
42
|
|
|
2015
|
|
ü
|
|
Executive Vice President, CFO and Treasurer of RLJ Lodging Trust
|
|
• Finance
|
|
|
Sara Levinson
|
|
64
|
|
|
1997
|
|
ü
|
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Co-Founder and Director of Kandu
|
|
• Compensation and Management Development
• Nominating and Corporate Governance
|
|
• Harley Davidson, Inc.
|
Terry J. Lundgren
|
|
62
|
|
|
1997
|
|
|
|
Chairman and CEO of Macy's, Inc.
|
|
|
|
• Kraft Foods Group, Inc.
• The Procter & Gamble Company
• Federal Reserve Bank of New York
|
Joseph Neubauer
|
|
73
|
|
|
1992
|
|
ü
|
|
Former Chairman of ARAMARK
|
|
• Audit (Chair)
• Compensation and Management Development
• Finance
|
|
• Mondelez International
|
Joyce M. Roché
|
|
68
|
|
|
2006
|
|
ü
|
|
Former President and CEO of Girls Incorporated
|
|
• Audit
• Nominating and Corporate Governance (Chair)
|
|
• AT&T, Inc.
• Dr. Pepper Snapple Group
• Tupperware Corporation
|
Paul C. Varga
|
|
51
|
|
|
2012
|
|
ü
|
|
Chairman and CEO of Brown-Forman Corporation
|
|
• Compensation and Management Development
• Nominating And Corporate Governance
|
|
• Brown-Forman Corporation
|
Craig E. Weatherup
|
|
69
|
|
|
1996
|
|
ü
|
|
Former CEO of The Pepsi-Cola Company
|
|
• Compensation and Management Development
• Nominating and Corporate Governance
|
|
• Starbucks Corporation
|
Marna C. Whittington
|
|
67
|
|
|
1993
|
|
ü
|
|
Former CEO of Allianz Global Investors Capital
|
|
• Audit
• Finance (Chair)
|
|
• Oaktree Capital Group, LLC
• Phillips 66
|
Annie Young-Scrivner
|
|
46
|
|
|
2014
|
|
ü
|
|
Executive Vice President, Starbucks Corporation; President, Teavana
|
|
• Nominating and Corporate Governance
|
|
|
TENURE (# years)
|
|
GENDER
|
|
AGES (# years)
|
|||||||
<5
|
5 to <10
|
10 to <20
|
≥20
|
|
Female
|
Male
|
|
<50
|
50 to <60
|
60 to <70
|
≥70
|
Bryant
|
Bollenbach
|
Levinson
|
Feldberg
|
|
6
|
7
|
|
Bryant
|
Connelly
|
Levinson
|
Bollenbach
|
Hale
|
Connelly
|
Lundgren
|
Neubauer
|
|
|
|
|
Hale
|
Varga
|
Lundgren
|
Feldberg
|
Varga
|
Roché
|
Weatherup
|
Whittington
|
|
|
|
|
Young-Scrivner
|
|
Roché
|
Neubauer
|
Young-Scrivner
|
|
|
|
|
|
|
|
|
|
Weatherup
|
|
|
|
|
|
|
|
|
|
|
|
Whittington
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ETHNICITY
|
|
|
|
|
|
|
|
|
|
||
African-American:
|
2
|
|
|
|
|
|
|
|
|
|
|
Asian-American:
|
1
|
|
|
|
|
|
|
|
|
|
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Hispanic:
|
1
|
|
|
|
|
|
|
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|
|
Year
|
|
Audit Fees ($)
|
|
Audit-Related Fees ($)
|
|
Tax Fees ($)
|
|
All Other Fees ($)
|
|
Total ($)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
2014
|
|
4,700,000
|
|
|
1,229,300
|
|
|
7,735
|
|
|
334,496
|
|
|
6,271,531
|
|
2013
|
|
5,345,000
|
|
|
1,209,300
|
|
|
75,000
|
|
|
90,950
|
|
|
6,720,250
|
|
•
|
Comparable sales on an owned basis in fiscal 2014 were up 0.7%, our fifth consecutive year of comparable sales growth.
|
•
|
Comparable sales on an owned plus licensed basis for fiscal 2014 were up 1.4% compared to fiscal 2013.
|
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
Comparable Sales Growth:
|
|
|
|
|
|
|
|
|
|
|
On an owned basis
|
|
4.6%
|
|
5.3%
|
|
3.7%
|
|
1.9%
|
|
0.7%
|
On an owned plus licensed basis
|
|
4.4%
|
|
5.7%
|
|
4.0%
|
|
2.8%
|
|
1.4%
|
|
Other Fiscal 2014 Highlights
|
|
|
Ÿ
|
Our 1-Year, 3-Year and 5-Year Cumulative TSR was 22.4%, 100.5% and 334.3%, respectively.
|
Ÿ
|
Our TSR over the last 5 years is above the 84th percentile compared to our peer group over the same 5-year period.
|
Ÿ
|
The price of our Common Stock increased by 20% over the fiscal 2013 year-end price.
|
Ÿ
|
We returned $2.3 billion to shareholders through dividends and share repurchases during fiscal 2014.
|
Ÿ
|
We increased our cash dividend by 25% in fiscal 2014.
|
CEO Targeted Pay Mix
|
Salary
|
Annual Incentive
|
Performance Restricted Stock Units
|
Stock Options
|
Total
|
% of Total Compensation
|
13%
|
22%
|
39%
|
26%
|
100%
|
Cash vs. Equity
|
35%
|
65%
|
100%
|
||
Short-Term vs. Long-Term
|
35%
|
65%
|
100%
|
||
Fixed vs. Performance-Based
|
13%
|
87%
|
100%
|
Other Named Executives Targeted Pay Mix (average)
|
Salary
|
Annual Incentive
|
Performance Restricted Stock Units
|
Stock Options
|
Total
|
% of Total Compensation
|
29%
|
24%
|
28%
|
19%
|
100%
|
Cash vs. Equity
|
53%
|
47%
|
100%
|
||
Short-Term vs. Long-Term
|
53%
|
47%
|
100%
|
||
Fixed vs. Performance-Based
|
29%
|
71%
|
100%
|
•
|
Vesting of PRSUs
. With respect to performance-based restricted stock units (PRSUs) granted in fiscal 2012, our strong financial performance over the three-year (fiscal 2012-
2014
) performance period with respect to cumulative Adjusted EBITDA, average Adjusted EBITDA margin, average ROIC and relative total shareholder return (TSR) performance metrics resulted in 98.59% of the targeted number of PRSUs being earned (see page 53).
|
•
|
Fiscal 2014 annual incentive award
. The annual incentive award payouts for fiscal 2014 performance were subject to achievement of pre-determined targeted levels of financial results with respect to three key performance metrics included in our annual business plan (sales, Adjusted EBIT and cash flow). The CMD Committee determined that the Company achieved performance between the threshold and target levels. This resulted in award payments to the named executive officers of approximately 94% of their targeted annual incentive opportunity (see page 51).
|
•
|
PRSU grants
. The CMD Committee granted PRSUs to the named executive officers with a three-year (fiscal
2014
-2016) performance period. These stock units have cumulative Adjusted EBITDA, average Adjusted EBITDA margin, average ROIC and relative TSR performance metrics (see page 52).
|
Named Executive Officer
|
|
Salary ($)
|
|
Stock Awards ($)
|
|
Option Awards ($)
|
|
Non-Equity Incentive Plan Compensation ($)
|
|
Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($)
|
|
All Other Compensation ($)
|
|
Total ($)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Terry J. Lundgren
|
|
1,600,000
|
|
|
5,008,425
|
|
|
3,285,990
|
|
|
2,556,200
|
|
|
3,813,691
|
|
|
232,914
|
|
|
16,497,220
|
|
Karen M. Hoguet
|
|
895,833
|
|
|
807,766
|
|
|
529,993
|
|
|
634,900
|
|
|
697,866
|
|
|
46,923
|
|
|
3,613,281
|
|
Jeffrey Gennette
|
|
937,500
|
|
|
1,097,357
|
|
|
719,988
|
|
|
892,900
|
|
|
634,832
|
|
|
48,235
|
|
|
4,330,812
|
|
Timothy M. Adams
|
|
857,500
|
|
|
807,766
|
|
|
529,993
|
|
|
606,600
|
|
|
449,379
|
|
|
45,071
|
|
|
3,296,309
|
|
Peter R. Sachse
|
|
895,833
|
|
|
807,766
|
|
|
529,993
|
|
|
634,900
|
|
|
649,490
|
|
|
46,923
|
|
|
3,564,905
|
|
WHAT WE DO AND DON'T DO
|
|||
We align executive compensation with the interests of our shareholders
|
ü
|
Focus on performance-based compensation (page 47)
|
|
ü
|
Pay well-aligned with performance (pages 38-41)
|
||
ü
|
Annual risk assessment of executive compensation program (page 23)
|
||
ü
|
Robust stock ownership guidelines for executive officers and directors (pages 34 and 55)
|
||
|
|
|
|
Our executive compensation program is designed to avoid excessive risk taking
|
ü
|
Use multiple performance objectives for both annual and long-term incentive plans (pages 50 and 52)
|
|
ü
|
Measure performance against both annual and multi-year standards (pages 49 and 51)
|
||
ü
|
Set performance goals at levels high enough to encourage strong performance, but within reasonably attainable parameters to discourage excessive risk taking (pages 49 and 52)
|
||
ü
|
Cap on performance-based compensation (pages 49 and 52)
|
||
|
|
|
|
We adhere to executive compensation best practices
|
ü
|
Provide modest perquisites with reasonable business rationale (pages 53-54)
|
|
ü
|
Annual say-on-pay vote (page 36)
|
||
ü
|
CMD Committee comprised of independent directors (page 25)
|
||
ü
|
Include a relative-to-peer TSR metric for performance-based restricted stock units (page 53)
|
||
ü
|
Provide for recoupment of incentive compensation in certain circumstances (page 55)
|
||
ü
|
Prohibit hedging and pledging transactions by executive officers and directors (page 56)
|
||
ü
|
Utilize an independent compensation consultant that is independent of management (page 43)
|
||
ü
|
Provide a reasonable post-employment change-in-control plan (page 54)
|
||
X
|
Provide excise tax gross ups upon a change in control
|
||
X
|
Individual employment contracts (page 67)
|
||
X
|
Reprice or exchange underwater stock options (page 60)
|
||
X
|
Individual change-in-control agreements (page 68)
|
•
|
if required by applicable law;
|
•
|
to persons engaged in the receipt, counting, tabulation or solicitation of proxies who have agreed to maintain shareholder confidentiality as provided in the policy;
|
•
|
in those instances in which shareholders write comments on their proxy cards or otherwise consent to the disclosure of their vote to Macy's management;
|
•
|
in the event of a proxy contest or a solicitation of proxies in opposition to the voting recommendations of the Board of Directors;
|
•
|
in respect of a shareholder proposal that the Nominating and Corporate Governance Committee of the Board, referred to as the NCG Committee, after having allowed the proponent of the proposal an opportunity to present its views, determines is not in the best interests of Macy's and its shareholders; and
|
•
|
in the event that representatives of Macy's determine in good faith that a bona fide dispute exists as to the authenticity or tabulation of voting materials.
|
•
|
Item 1
. Director nominees must be elected by the affirmative vote of a majority of the shares represented at the meeting and actually voted on the matter. Abstentions and broker non-votes will have no effect in determining whether the proposal has been approved.
|
•
|
Item 2
. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the shares represented at the meeting and actually voted on the matter. Abstentions and broker non-votes will have no effect in determining whether the proposal has been approved.
|
•
|
Item 3
. The advisory (non-binding) proposal to approve the compensation of our named executive officers, as disclosed in this proxy statement, requires the affirmative vote of a majority of the shares represented at the meeting and actually voted on the matter. Abstentions and broker non-votes will have no effect in determining whether the proposal has been approved.
|
•
|
FOR each of the director nominees (Item 1);
|
•
|
FOR the ratification of the appointment of our independent registered public accounting firm (Item 2); and
|
•
|
FOR the advisory vote to approve the compensation of our named executive officers (Item 3).
|
•
|
Internet
: You can vote over the Internet at the Web address shown on your Notice Regarding the Availability of Proxy Materials or your proxy card if you received a proxy card up until 11:59 p.m., Eastern Time, on May 14, 2015. Internet voting is available 24 hours a day, seven days a week. When you vote over the Internet, you should not return your proxy card.
|
•
|
Telephone
: You can vote by telephone by calling the toll-free number provided on the Web address referred to above or on your proxy card up until 11:59 p.m., Eastern Time, on May 14, 2015. Telephone voting is available 24 hours a day, seven days a week. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. When you vote by telephone, you should not return your proxy card.
|
•
|
Mail
: If you received a proxy card, you can vote by mail by simply signing, dating and mailing your proxy card in the postage-paid envelope included with this proxy statement. Your proxy card must be received prior to 11:59 p.m., Eastern Time, on May 14, 2015.
|
•
|
submitting evidence of your revocation to the Company's Corporate Secretary;
|
•
|
voting again over the Internet or by telephone prior to 11:59 p.m., Eastern Time, on May 14, 2015;
|
•
|
signing another proxy card bearing a later date and mailing it so that it is received prior to 11:59 p.m., Eastern Time, on May 14, 2015; or
|
•
|
voting in person at the annual meeting, although attendance at the annual meeting will not, in itself, revoke a proxy.
|
•
|
following the instructions provided on your proxy card, voting instruction card or Notice Regarding the Availability of Proxy Materials; or
|
•
|
going to www.proxyvote.com and following the instructions provided.
|
Name and Address
|
|
|
Date of Most Recent Schedule 13G Filing
|
|
Number of Shares
|
|
Percent of Class
|
BlackRock, Inc. ("BlackRock")
(1)
40 East 52nd Street
New York, NY 10022
|
|
January 12, 2015
|
|
21,110,627
|
|
6.1%
|
|
The Vanguard Group ("Vanguard")
(2)
100 Vanguard Blvd.
Malvern, PA 19355
|
|
February 9, 2015
|
|
18,213,202
|
|
5.27%
|
(1)
|
Based on a Schedule 13G/A dated January 12, 2015 and filed with the SEC by BlackRock on January 30, 2015. The Schedule 13G/A reports that, as of December 31, 2014, BlackRock had sole voting power over 18,031,436 shares and sole dispositive power over 21,110,627 shares of Macy's common stock.
|
(2)
|
Based on a Schedule 13G/A dated February 9, 2015 and filed with the SEC by Vanguard on February 11, 2015. The Schedule 13G/A reports that, as of December 31, 2014, Vanguard had sole voting power over 609,932 shares, sole dispositive power over 17,635,939 shares and shared dispositive power over 577,263 shares of Macy's common stock. The Schedule 13G/A also reports that Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 475,987 of the shares as a result of its serving as investment manager of collective trust accounts and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owners of 235,221 of the shares as a result of its serving as investment manager of Australian investment offerings.
|
Name
|
|
|
Number of Shares
|
|
Percent of Class
|
||||
|
|
(1)
|
|
(2)
|
|
||||
Stephen F. Bollenbach
|
|
61,082
|
|
|
56,012
|
|
|
less than 1%
|
|
John A. Bryant
|
|
0
|
|
|
0
|
|
|
less than 1%
|
|
Deirdre P. Connelly
|
|
27,166
|
|
|
20,982
|
|
|
less than 1%
|
|
Meyer Feldberg
|
|
47,619
|
|
|
43,756
|
|
|
less than 1%
|
|
Leslie D. Hale
|
|
0
|
|
|
0
|
|
|
less than 1%
|
|
Sara Levinson
|
|
28,347
|
|
|
28,347
|
|
|
less than 1%
|
|
Joseph Neubauer
|
|
263,117
|
|
|
111,077
|
|
|
less than 1%
|
|
Joyce M. Roché
|
|
70,211
|
|
|
68,219
|
|
|
less than 1%
|
|
Paul C. Varga
|
|
1,158
|
|
|
308
|
|
|
less than 1%
|
|
Craig E. Weatherup
|
|
100,722
|
|
|
94,722
|
|
|
less than 1%
|
|
Marna C. Whittington
|
|
96,221
|
|
|
61,387
|
|
|
less than 1%
|
|
Annie Young-Scrivner
|
|
51
|
|
|
51
|
|
|
less than 1%
|
|
Terry J. Lundgren
|
|
3,082,279
|
|
|
2,666,551
|
|
|
less than 1%
|
|
Karen M. Hoguet
|
|
587,986
|
|
|
396,655
|
|
|
less than 1%
|
|
Jeffrey Gennette
|
|
139,223
|
|
|
102,110
|
|
|
less than 1%
|
|
Timothy M. Adams
|
|
196,259
|
|
|
162,866
|
|
|
less than 1%
|
|
Peter R. Sachse
|
|
253,126
|
|
|
135,726
|
|
|
less than 1%
|
|
All directors and executive officers as a group (25) persons) (3)
|
|
5,429,853
|
|
|
4,341,063
|
|
|
1.47%
|
(1)
|
Aggregate number of shares of Macy's common stock currently held or which may be acquired within 60 days after March 20, 2015 (i) through the exercise of options granted under our Amended and Restated 2009 Omnibus Incentive Compensation Plan, referred to as the 2009 Omnibus Plan, our 1995 Executive Equity Incentive Plan, referred to as the 1995 Equity Plan, or our 1994 Stock Incentive Plan, referred to as the 1994 Stock Plan and (ii) with respect to the Non-Employee Directors, also through distributions in settlement of deferred stock credits that would be triggered if the director's service on the Board were to end during the 60-day period.
|
(2)
|
Number of shares of Macy's common stock which may be acquired within 60 days after March 20, 2015 (i) through the exercise of options granted under the 2009 Omnibus Plan, the 1995 Equity Plan and the 1994 Stock Plan and (ii) with respect to Non-Employee Directors, also through distributions in settlement of deferred stock credits that would be triggered if the director's service on the Board were to end during the 60-day period.
|
(3)
|
The "all directors and executive officers group" does not include Timothy M. Adams, who ceased being an executive officer as of the end of fiscal 2014.
|
Plan Category
|
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
|
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights ($)
(b)
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
|
|||
|
|
(thousands)
|
|
|
|
(thousands)
|
||||
Equity compensation plans approved by security holders
|
|
19,679
|
|
|
36.65
|
|
|
24,000
|
|
|
Equity compensation plans not approved by security holders
|
|
0
|
|
|
0
|
|
|
0
|
|
|
Total
|
|
19,679
|
|
|
36.65
|
|
|
24,000
|
|
STEPHEN F. BOLLENBACH
|
|
Current and Past Positions:
|
Non-Executive Chairman of the Board of KB Home
|
|
ž
Non-Executive Chairman of the Board of Directors of KB Home, a homebuilding company, since April 2007.
|
Age
: 72
|
|
ž
Co-Chairman and Chief Executive Officer of Hilton Hotels Corporation from May 2004 until his retirement in October 2007.
|
Director since
: June 2007
|
|
ž
Chief Executive Officer and President of Hilton Hotels Corporation from February 1996 to May 2004.
|
Committees
: Audit; Finance
|
|
ž
Prior to his affiliation with Hilton Hotels, he held Chief Financial Officer positions at The Walt Disney Corporation, Marriott Corporation and The Trump Organization.
|
|
|
Other Current Directorships:
|
|
|
ž
KB Home
|
|
|
ž
Moelis & Company
|
|
|
ž
Mondelez International, Inc.
|
|
|
ž
Time Warner, Inc.
|
|
|
Key Qualifications, Experience and Attributes:
|
|
|
Mr. Bollenbach has many years of leadership experience and expertise as a former Chief Executive Officer or senior executive of several major consumer-oriented companies in the family entertainment, media and hospitality industries. He also has extensive knowledge and experience in finance and investments as a former Chief Financial Officer of several companies. In addition, Mr. Bollenbach has several years of valuable experience as a public company board member and expertise in finance, risk, accounting, strategy and governance through his service on board committees.
|
JOHN A. BRYANT
|
|
Current and Past Positions:
|
Chairman, President and Chief Executive Officer of Kellogg Company
|
|
ž
Chairman of the Board of Kellogg Company since July 2014 and President and Chief Executive Officer since January 2011.
|
Age:
49
|
|
ž
Executive Vice President and Chief Operating Officer of Kellogg Company from January 2010 to January 2011.
|
Director Since:
March 2015
|
|
ž
Executive Vice President, Chief Operating Officer and Chief Financial Officer of Kellogg Company from August 2008 through December 2009.
|
Committees:
Audit
|
|
ž
Executive Vice President and Chief Financial Officer of Kellogg Company and President, Kellogg North America from July 2007 to August 2008.
|
|
|
ž
Executive Vice President and Chief Financial Officer of Kellogg Company and President, Kellogg International from December 2006 to July 2007.
|
|
|
ž
Mr. Bryant joined Kellogg Company in 1998 and was promoted during the next eight years to a number of key financial and executive leadership roles.
|
|
|
Other Current Directorships:
|
|
|
ž
Kellogg Company
|
|
|
Key Qualifications, Experience and Attributes:
|
|
|
Mr. Bryant has many years of leadership experience and expertise as a Chief Executive Officer, Chief Financial Officer and senior executive of a large public company with global operations. He has extensive knowledge and expertise in accounting and financial matters, branded consumer products and consumer dynamics, crises management, international markets, people management, the retail environment and strategy and strategic planning. In addition, Mr. Bryant has several years of valuable experience as a public company board member.
|
DEIRDRE P. CONNELLY
|
|
Current and Past Positions:
|
Former President, North American Pharmaceuticals of GlaxoSmithKline
|
|
ž
President, North American Pharmaceuticals of GlaxoSmithKline, a global pharmaceutical company, from February 2009 until her retirement in February 2015.
|
Age
: 54
|
|
ž
President - U.S. Operations of Eli Lilly and Company from June 2005 to January 2009.
|
Director since
: January 2008
|
|
ž
Senior Vice President - Human Resources of Eli Lilly and Company from October 2004 to June 2005.
|
Committees
: CMD; NCG
|
|
ž
Vice President - Human Resources of Eli Lilly and Company from May 2004 to October 2004.
|
|
|
ž
Executive Director, Human Resources - U.S. Operations of Eli Lilly and Company from 2003 to May 2004.
|
|
|
ž
Leader, Women's Health Business - U.S. Operations of Eli Lilly and Company from 2001 to 2003.
|
|
|
Key Qualifications, Experience and Attributes:
|
|
|
Ms. Connelly has many years of leadership experience and expertise as a senior executive of large publicly-traded companies with global operations. She has extensive knowledge and expertise in strategy, operations, product development, brand marketing and merchandising. In addition, as a former Human Resources executive, Ms. Connelly also has valuable insight in managing a large-scale, diverse workforce.
|
MEYER FELDBERG
|
|
Current and Past Positions:
|
Dean Emeritus and Professor of Leadership and Ethics at Columbia Business School
|
|
ž
Dean Emeritus and Professor of Leadership and Ethics at Columbia Business School at Columbia University, since June 2004. He is currently on leave of absence from Columbia University and is serving as a Senior Advisor at Morgan Stanley.
|
Age
: 73
|
|
ž
Dean of the Columbia Business School at Columbia University from 1989 to June 2004.
|
Director since
: May 1992
|
|
ž
New York Mayor Michael Bloomberg appointed Professor Feldberg in 2007 as the President of NYC Global Partners, an office in the Mayor's office that manages the relationships between New York City and other global cities around the world.
|
Committees
: CMD (chair); NCG
|
|
ž
Teaching and leadership positions in the business schools of the University of Cape Town, Northwestern and Tulane.
|
|
|
ž
President of the Illinois Institute of Technology from 1986 to 1989.
|
|
|
Other Current Directorships:
|
|
|
ž
Revlon, Inc.
|
|
|
ž
UBS Global Asset Management
|
|
|
Other Previous Directorships During Last Five Years:
|
|
|
ž
Primedia, Inc. (until 2011)
|
|
|
ž
Sappi Limited (served as Lead Director) (until 2012)
|
|
|
Key Qualifications, Experience and Attributes:
|
|
|
Professor Feldberg has significant leadership and expertise in business and public policy, including as Dean of the Columbia Business School and President of NYC Global Partners. He has extensive knowledge and experience in accounting, finance and investments, having served as a counselor to leaders in business and finance around the world. Professor Feldberg has several years of valuable experience as a public company board member and has expertise in corporate governance, risk management, finance and executive compensation through his service on board committees.
|
LESLIE D. HALE
|
|
Current and Past Positions:
|
Chief Financial Officer, Treasurer and Executive Vice President of RLJ Lodging Trust
|
|
ž
Chief Financial Officer, Treasurer and Executive Vice President of RLJ Lodging Trust, a publicly-traded lodging real estate investment trust, since February 2013.
|
Age
: 42
|
|
ž
Chief Financial Officer, Treasurer and Senior Vice President of RLJ Lodging Trust from May 2011 through January 2013.
|
Director since
: January 2015
|
|
ž
Chief Financial Officer and Senior Vice President of Real Estate and Finance of RLJ Development from September 2007 until the formation of RLJ Lodging Trust in 2011.
|
Committees
: Finance
|
|
ž
Vice President of Real Estate and Finance for RLJ Development from 2006 to September 2007.
|
|
|
ž
Director of Real Estate and Finance of RLJ Development from 2005 to 2006.
|
|
|
ž
From 2002 to 2005, Mrs. Hale held several positions within the global financial services divisions of General Electric Corp., including as a vice president in the business development group of GE Commercial Finance, and as an associate director in the GE Real Estate strategic capital group. Prior to that, she was an investment banker at Goldman, Sachs & Co.
|
|
|
Key Qualifications, Experience and Attributes:
|
|
|
Mrs. Hale has many years of leadership experience and expertise as a senior executive of large public companies. She has extensive knowledge and experience in a wide range of financial disciplines, including corporate finance, treasury, real estate and business development. In addition, through her positions with RLJ Lodging Trust, General Electric and Goldman Sachs, Mrs. Hale also has expertise in investor relations, risk management, long-term strategic planning and mergers and acquisitions.
|
SARA LEVINSON
|
|
Current and Past Positions:
|
Co-Founder and a director of Kandu
|
|
ž
Co-Founder and a director of Kandu, a start-up company at the intersection of kids and technology, since April 2013.
|
Age
: 64
|
|
ž
Non-Executive Chairman of ClubMom, Inc., an online social networking community for mothers, from October 2002 until February 2008.
|
Director since
: May 1997
|
|
ž
Chairman and Chief Executive Officer of ClubMom from May 2000 through September 2002.
|
Committees
: CMD; NCG
|
|
ž
President of the Women's Group of publisher Rodale, Inc. from October 2002 until June 2005.
|
|
|
ž
President of NFL Properties, Inc. from September 1994 through April 2000, where she oversaw a $2 billion consumer products and e-commerce division, corporate sponsorship, marketing, special events, club services and publishing.
|
|
|
Other Current Directorships:
|
|
|
ž
Harley Davidson, Inc.
|
|
|
Key Qualifications, Experience and Attributes:
|
|
|
Ms. Levinson has many years of leadership experience and expertise as a former senior executive of several major consumer-oriented companies in the publishing, entertainment, and sports licensing industries. She has extensive knowledge and expertise in marketing, merchandising and trademark licensing. In addition, she has expertise in social networking, e-commerce and technology innovation. Ms. Levinson has several years of valuable experience as a public company board member and expertise in strategy, governance and executive compensation through her service on board committees.
|
TERRY J. LUNDGREN
|
|
Current and Past Positions:
|
Chairman and Chief Executive Officer of Macy's, Inc.
|
|
ž
Chairman of Macy's, Inc. since January 15, 2004 and Chief Executive Officer of Macy's, Inc. since February 26, 2003.
|
Age
: 62
|
|
ž
President of Macy's, Inc. from February 26, 2003 through March 31, 2014.
|
Director since
: May 1997
|
|
ž
President/Chief Operating Officer and Chief Merchandising Officer of Macy's, Inc. from April 15, 2002 until February 26, 2003.
|
|
|
ž
President and Chief Merchandising Officer of Macy's, Inc. from May 16, 1997 until April 15, 2002.
|
|
|
Other Current Directorships:
|
|
|
ž
Kraft Foods Group, Inc.
|
|
|
ž
The Procter & Gamble Company
|
|
|
ž
Federal Reserve Bank of New York
|
|
|
Key Qualifications, Experience and Attributes:
|
|
|
Mr. Lundgren has extensive leadership experience and consumer products and retail industry knowledge as the Company's Chief Executive Officer. With more than thirty years with the Company, he has significant knowledge of the Company's strategy and operations and expertise in brand marketing, merchandising, e-commerce, including digital marketing, and risk management. In addition, Mr. Lundgren has several years of valuable experience as a public company board member and expertise in governance and executive compensation through his service on board committees.
|
JOSEPH NEUBAUER
|
|
Current and Past Positions:
|
Former Chairman of the Board of ARAMARK
|
|
ž
Chairman of the Board of ARAMARK, a leading provider of a broad range of professional services, including food, hospitality, facility and uniform services, from April 1984 through February 3, 2015.
|
Age
: 73
|
|
ž
Chief Executive Officer of ARAMARK from February 1983 to December 2003 and from September 2004 to May 2012.
|
Director since
: September 1992
|
|
ž
Executive Chairman of ARAMARK from January 2004 to September 2004.
|
Committees
: Audit (chair); CMD; Finance
|
|
ž
President of ARAMARK from 1981 to January 1983.
|
|
|
ž
Executive Vice President of Finance and Development and Chief Financial Officer of ARAMARK from 1979 to 1981.
|
|
|
Other Current Directorships:
|
|
|
ž
Mondelez International, Inc.
|
|
|
Other Previous Directorships During Last Five Years:
|
|
|
ž
ARAMARK (through February 3, 2015)
|
|
|
ž
Verizon Communications, Inc. (through May 1, 2014)
|
|
|
Key Qualifications, Experience and Attributes:
|
|
|
Mr. Neubauer has many years of leadership experience and expertise as the former Chief Executive Officer of ARAMARK, a large complex organization with international operations and a diverse workforce.Through his years with ARAMARK he obtained extensive knowledge and experience in corporate finance, risk, strategy, development and consumer services. In addition, Mr. Neubauer has several years of valuable experience as a public company board member and expertise in finance, risk, accounting, executive compensation and governance through his service on board committees.
|
JOYCE M. ROCHÉ
|
|
Current and Past Positions:
|
Former President and Chief Executive Officer of Girls Incorporated
|
|
ž
President and Chief Executive Officer of Girls Incorporated, a national non-profit research, education and advocacy organization, from September 2000 through May 2010.
|
Age
: 68
|
|
ž
Independent marketing consultant from 1998 to August 2000.
|
Director since
: February 2006
|
|
ž
President and Chief Operating Officer of Carson, Inc. from 1996 to 1998.
|
Committees
: Audit; NCG (chair)
|
|
ž
Ms. Roché also held senior marketing positions with Carson, Inc., Revlon, Inc. and Avon, Inc.
|
|
|
Other Current Directorships:
|
|
|
ž
AT&T, Inc.
|
|
|
ž
Dr. Pepper Snapple Group
|
|
|
ž
Tupperware Corporation
|
|
|
Key Qualifications, Experience and Attributes:
|
|
|
Ms. Roché has extensive leadership experience and expertise as the former Chief Executive Officer of a national nonprofit organization and former senior executive of several consumer products companies. She has extensive knowledge and experience in general management and in the marketing and merchandising areas, as well as financial acumen developed from her executive officer positions. Ms. Roché has several years of valuable experience as a public company board member and expertise in risk, accounting, executive compensation and governance through her service on board committees.
|
PAUL C. VARGA
|
|
Current and Past Positions:
|
Chairman and Chief Executive Officer of Brown-Forman Corporation
|
|
ž
Chairman of Brown-Forman Corporation, a spirits and wine company, since August 2007 and Chief Executive Officer since 2005.
|
Age
: 51
|
|
ž
President and Chief Executive Officer of Brown-Forman Beverages (a division of Brown-Forman Corporation) from 2003 to 2005.
|
Director since
: March 2012
|
|
ž
Global Chief Marketing Officer for Brown-Forman Spirits from 2000 to 2003.
|
Committees
: CMD; NCG
|
|
Other Current Directorships:
|
|
|
ž
Brown-Forman Corporation
|
|
|
Key Qualifications, Experience and Attributes:
|
|
|
Mr. Varga has many years of leadership experience and expertise as the Chief Executive Officer of a global, publicly-traded consumer products company. He has extensive knowledge and experience in corporate finance, strategy, building brand awareness, product development, marketing, distribution and sales. In addition, Mr. Varga has several years of valuable experience as a public company board member.
|
CRAIG E. WEATHERUP
|
|
Current and Past Positions:
|
Former Chief Executive Officer of The Pepsi-Cola Company
|
|
ž
Worked with PepsiCo, Inc. for 24 years and served as Chief Executive Officer of its worldwide Pepsi-Cola business and President of PepsiCo.
|
Age
: 69
|
|
ž
Led the initial public offering of The Pepsi Bottling Group, Inc., where he served as Chairman and Chief Executive Officer from March 1999 to January 2003.
|
Director since
: August 1996
|
|
Other Current Directorships:
|
Committees
: CMD; NCG
|
|
ž
Starbucks Corporation
|
|
|
Key Qualifications, Experience and Attributes:
|
|
|
Mr. Weatherup has many years of leadership experience and expertise as a former Chief Executive Officer of a global consumer products company with a large and diverse workforce. He has extensive knowledge and experience in brand marketing, distribution, sales and merchandising. In addition, Mr. Weatherup has several years of valuable experience as a public company board member and expertise in finance, risk, executive compensation and governance through his service on board committees.
|
MARNA C. WHITTINGTON
|
|
Current and Past Positions:
|
Former Chief Executive Officer of Allianz Global Investors Capital
|
|
ž
Chief Executive Officer of Allianz Global Investors Capital, a successor firm of Nicholas Applegate Capital Management, from 2002 until her retirement in January 2012. Allianz Global Investors Capital is a diversified global investment firm.
|
Age
: 67
|
|
ž
Chief Operating Officer of Allianz Global Investors, the parent company of Allianz Global Investors Capital, from 2001 to 2011.
|
Director since
: September 1992
|
|
ž
Prior to joining Nicholas Applegate in 2001, Dr. Whittington was Managing Director and Chief Operating Officer of Morgan Stanley Investment Management.
|
Committees
: Audit; Finance (chair)
|
|
ž
Dr. Whittington started in the investment management industry in 1992, joining Philadelphia-based Miller Anderson & Sherrerd.
|
|
|
ž
Executive Vice President and CFO of the University of Pennsylvania, from 1984 to 1992. Earlier, she had been first, Budget Director, and later, Secretary of Finance, for the State of Delaware.
|
|
|
Other Current Directorships:
|
|
|
ž
Oaktree Capital Group, LLC
|
|
|
ž
Phillips 66
|
|
|
Other Previous Directorships During Last Five Years:
|
|
|
ž
Rohm & Haas Company (until 2009)
|
|
|
Key Qualifications, Experience and Attributes:
|
|
|
Dr. Whittington has many years of leadership experience and expertise as a former Chief Executive Officer and senior executive in the investment management industry. She has extensive knowledge and experience in management, and in financial, investment and banking matters. In addition, Dr. Whittington has several years of valuable experience as a public company board member and expertise in finance, risk, accounting, strategy and governance through her service on board committees.
|
ANNIE YOUNG-SCRIVNER
|
|
Current and Past Positions:
|
Executive Vice President of Starbucks Corporation; President of Teavana
|
|
ž
Executive Vice President of Starbucks Corporation since September 2012 and President of its Teavana business since February 2014.
|
Age
: 46
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|
ž
President of Starbucks Canada from 2012 to 2014.
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Director since
: June 2014
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ž
President of the Starbucks Tazo Tea business from 2011 to 2013.
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Committees
: NCG
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ž
Global Chief Marketing Officer for Starbucks Corporation from 2009 to 2012.
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ž
Chief Marketing Officer and Vice President of Sales for the Quaker Foods and Snacks division of PepsiCo, Inc. from 2008-2009.
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ž
Ms. Young-Scrivner joined PepsiCo, Inc. in 1991 as a Route Sales Representative at its Frito-Lay division and held several sales, account management and marketing positions, including serving as Vice President of Sales for Greater China from 2005 to 2006 and Region President of PepsiCo Foods Greater China from 2006 to 2008 for the PepsiCo International operations of PepsiCo, Inc.
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Key Qualifications, Experience and Attributes:
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Ms. Young-Scrivner has many years of leadership experience and expertise as a senior executive of large consumer product companies with global operations. She has extensive knowledge and experience in international operations, sales, brand marketing, merchandising, human resource management and strategy. In addition, she has expertise in social networking, digital media, e-commerce and technology innovation.
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The director may not be (and may not have been within the preceding 36 months) an employee and no member of the director's immediate family may be (and may not have been within the preceding 36 months) an executive officer of Macy's or any of its subsidiaries. For purposes of these Standards for Director Independence, "immediate family" includes a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person's home.
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Neither the director nor any member of his or her immediate family receives, or has received during any 12-month period within the preceding 36 months, direct compensation of more than $120,000 per year from Macy's or any of its subsidiaries (other than director and committee fees and pension or other forms of deferred compensation for prior service that is not contingent on continued service or, in the case of an immediate family member, compensation for service as a non-executive employee).
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(A)The director is not a current partner or employee of a firm that is Macy's internal or external auditor; (B) no member of the director's immediate family is a current partner of such a firm; (C) no member of the director's immediate family is an employee of such a firm and personally works on Macy's audit; or (D) neither the director nor any member of his or her immediate family was within the last three years a partner or employee of such a firm and personally worked on Macy's audit within that time.
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The director is not a current employee and no member of his or her immediate family is a current executive officer of a company that makes payments to, or receives payments from, Macy's for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues.
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The director does not serve as an executive officer of a charitable or non-profit organization to which Macy's has made contributions that, in any of the last three fiscal years, exceed the greater of $1 million or 2% of the charitable or non-profit organization's consolidated gross revenues.
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Neither the director nor a member of the director's immediate family is employed as an executive officer (and has not been so employed for the preceding 36 months) by another company where any of Macy's present executive officers at the same time serves or served on that company's compensation committee.
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presides over executive sessions of the Non-Employee Directors;
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works with management to set the agenda for each executive session, considering any matters proposed by other Non-Employee Directors to be discussed at an executive session; and
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meets separately with the Chairman and CEO within a reasonable period of time after an executive session to review the matters discussed during the executive session that require the Chairman and CEO's action or attention.
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Pay philosophy, peer group and market positioning are appropriate in light of our business model and size relative to our peer group of companies.
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The programs have an appropriate degree of balance with respect to the mix of cash and equity compensation and measure performance against both annual and multi-year standards.
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Performance goals are set at levels that are sufficiently high to encourage strong performances and support the resulting compensation expense, but within reasonably attainable parameters to discourage pursuit of excessively risky business strategies.
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The performance metrics focus participants on growth, profitability and asset efficiency, as well as absolute and relative stock price appreciation, thereby holding management accountable to achievement of key operational and strategic priorities that support our short- and long-term strategic objectives.
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The CMD Committee has the ability to reduce amounts earned under the annual incentive program to reflect a subjective evaluation of the quality of earnings, individual performance and other factors that should influence earned compensation.
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Meaningful risk mitigators are in place, including substantial stock ownership guidelines, the three-year relative TSR performance goal in the performance share program, compensation clawback provisions, anti-hedging/pledging policies, independent CMD Committee oversight, and engagement of an independent consultant that does no other work for the Company or management.
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AUDIT COMMITTEE
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Number of Meetings in Fiscal 2014: 5
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•
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reviewing the professional services provided by our independent registered public accounting firm and the independence of such firm prior to initial engagement of the firm and annually thereafter;
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reviewing the scope of the audit by our independent registered public accounting firm;
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reviewing any proposed non-audit services by our independent registered public accounting firm to determine if the provision of such services is compatible with the maintenance of their independence, and approval of same;
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reviewing our annual financial statements, systems of internal accounting controls, material legal developments relating thereto, and legal compliance policies and procedures;
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discussing policies with respect to our risk assessment and risk management;
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reviewing matters with respect to our legal, accounting, auditing and financial reporting practices and procedures as it may find appropriate or as brought to its attention, including our compliance with applicable laws and regulations;
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monitoring the functions of our Compliance and Ethics organization, including review and discussing with management and the Board the organization's reports describing its on-going projects, the status of its communications and training programs, the status of pending compliance issues and other matters;
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reviewing with members of our internal audit staff the internal audit department's staffing, responsibilities and performance, including its audit plans, audit results and actions taken with respect to those results; and
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establishing procedures for the Audit Committee to receive, review and respond to complaints regarding accounting, internal accounting controls, and auditing matters, as well as confidential, anonymous submissions by employees of concerns related to questionable accounting or auditing matters.
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COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
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Number of Meetings in Fiscal 2014: 6
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reviewing the salaries of our chief executive officer and other executive officers and, either as a committee or together with the other independent directors (as directed by the Board), setting compensation levels for these executives;
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administering our incentive and stock option plans, including (i) establishing any annual or long-term performance goals and objectives and maximum annual or long-term incentive awards for the chief executive officer and the other executives, (ii) determining whether and the extent to which annual and/or long-term performance goals and objectives have been achieved, and (iii) determining related annual and/or long-term incentive awards for the chief executive officer and the other executives;
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reviewing and approving the benefits of the chief executive officer and our other executive officers;
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reviewing and approving any proposed employment agreement with, and any proposed severance, termination or retention plans, agreements or payments applicable to, any of our executive officers;
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advising and consulting with management regarding our pension, benefit and compensation plans, policies and practices;
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establishing chief executive officer and key executive succession plans, including plans in the event of an emergency, resignation or retirement; and
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reviewing and monitoring executive development strategies and practices for senior level positions and executives in order to assure the development of a pool of management and executive personnel for adequate and orderly management succession.
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FINANCE COMMITTEE
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Number of Meetings in Fiscal 2014: 5
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reviewing capital projects and other financial commitments and approving such projects and commitments above $25 million and below $50 million, reviewing and making recommendations to the Board with respect to approval of all such projects and commitments of $50 million and above, and reviewing and tracking the actual progress of approved capital projects against planned projections;
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reporting to the Board on potential transactions affecting our capital structure, such as financings, refinancings and the issuance, redemption or repurchase of our debt or equity securities;
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reporting to the Board on potential changes in our financial policy or structure which could have a material financial impact on the Company;
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reviewing the financial considerations relating to acquisitions of businesses and operations involving projected costs above $25 million and below $50 million and approving all such transactions, and recommending to the Board on all such transactions involving projected costs of $50 million and above;
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reviewing the financial considerations relating to dispositions of businesses and operations involving projected proceeds above $50 million, and endorsing and recommending to the Board all such transactions; and
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reviewing the management and performance of the assets of our retirement plans.
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
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Number of Meetings in Fiscal 2014: 5
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identifying and screening candidates for future Board membership;
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proposing candidates to the Board to fill vacancies as they occur, and proposing nominees to the Board for election by the shareholders at annual meetings;
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reviewing our Corporate Governance Principles and recommending to the Board any modifications that the NCG Committee deems appropriate;
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overseeing the annual evaluation of and reporting to the Board on the performance and effectiveness of the Board and its committees and other issues of corporate governance, and recommending to the Board any changes concerning the composition, size, structure and activities of the Board and the committees of the Board as the NCG Committee deems appropriate based on its evaluations;
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reviewing and reporting to the Board with respect to director compensation and benefits and make recommendations to the Board as the NCG Committee deems appropriate; and
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considering possible conflicts of interest of Board members and management and making recommendations to prevent, minimize, or eliminate such conflicts of interest.
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personal qualities and characteristics, accomplishments and reputation in the business community;
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knowledge of the retail industry or other industries relevant to our business;
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relevant experience and background that would benefit the Company;
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ability and willingness to commit adequate time to Board and committee matters;
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the fit of the individual's skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to our needs; and
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diversity of viewpoints, background, experience and demographics.
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Leadership Experience:
Directors with experience in significant senior leadership positions with large organizations over an extended period provide the Company with special insights. Strong leaders bring vision, strategic agility, diverse and global perspectives and broad business insight to the Company. These individuals demonstrate a practical understanding of how large organizations operate, including the importance of succession planning, talent management and how employee and executive compensation is set. They possess skills for managing change and growth and demonstrate a practical understanding of organizations, operations, processes, strategy, risk management and methods to drive growth.
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Finance Experience
: An understanding of finance and related reporting processes is important for directors. We measure our operating and strategic performance by reference to financial goals, including for purposes of executive compensation. In addition, accurate financial reporting is critical to our success. Directors who are financially literate are better able to analyze our financial statements, capital structure and complex financial transactions and ensure the effective oversight of the Company's financial measures and internal control processes.
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Industry Knowledge and Global Business Experience
: We seek to have directors with experience as executives, directors or in other leadership positions in areas relevant to the retail industry on a global scale. We value directors with a global business perspective and those with experience in our high priority areas, including consumer products, customer service, licensing, human resource management and merchandising (including e-commerce and other channels of commerce).
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Sales and Marketing Experience
: Directors with experience in dealing with consumers, particularly in the areas of marketing, marketing-related technology, advertising or otherwise selling products or services to consumers, provide valuable insights to the Company. They understand consumer needs and are experienced in identifying and developing marketing campaigns that might resonate with consumers, the use of technology and emerging and non-traditional marketing media (such as social networking, viral marketing and e-commerce), and identifying potential changes in consumer trends and buying habits.
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Technology Experience
: Directors with an understanding of technology as it relates to the retail industry and/or marketing help the Company focus its efforts in developing and investing in new technologies.
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Public Company Board Experience
: Directors who have experience on other public company boards develop an understanding of corporate governance trends affecting public companies and the extensive and complex oversight responsibilities associated with the role of a public company director. They also bring to the Company an understanding of different business processes, challenges and strategies.
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Area of Experience
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Bollenbach
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Bryant
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Connelly
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Feldberg
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Hale
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Levinson
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Lundgren
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Leadership Experience
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• CEO/President/senior executive of public company
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x
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x
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x
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x
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x
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x
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• Dean of prestigious business school or other senior faculty position
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x
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• Senior advisor to leading financial services firm
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x
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• Senior government position or appointment
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x
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• Senior-level executive position with nonprofit organization
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x
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• Senior-level executive positions with companies that have grown their businesses through mergers and acquisitions
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x
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x
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x
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x
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x
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x
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Finance Experience
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• Financially literate
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x
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x
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x
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x
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x
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x
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x
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• Specific experience in investment or banking matters or as a current or former CFO
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x
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x
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x
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x
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• Has served as an audit committee financial expert
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x
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Industry Knowledge and Global Business Experience
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• Senior executive or director of substantial business enterprise engaged in merchandising, licensing, consumer products and/or consumer and customer service
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x
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x
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x
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x
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x
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x
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x
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• Experience in human resource management
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x
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x
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x
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Sales and Marketing Experience
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• Experience in sales and/or marketing, including use of social networking, e-commerce and other alternative channels
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x
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x
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x
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x
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Technology Experience
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• Understanding of technology as it relates to retail and/or marketing
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x
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x
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Public Company Board Experience
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• Experience on boards other than Macy's
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x
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x
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x
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x
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x
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Area of Experience
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Neubauer
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Roché
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Varga
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Weatherup
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Whittington
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Young-Scrivner
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Leadership Experience
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• CEO/President/senior executive of public company
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x
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x
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x
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x
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x
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x
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• Dean of prestigious business school or other senior faculty position
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|
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• Senior advisor to leading financial services firm
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x
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• Senior government position or appointment
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|
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• Senior-level executive position with nonprofit organization
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x
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• Senior-level executive positions with companies that have grown their businesses through mergers and acquisitions
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x
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x
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x
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x
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|
|
|
|
|
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Finance Experience
|
|
|
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|
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• Financially literate
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x
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x
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x
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x
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x
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x
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• Specific experience in investment or banking matters or as a current or former CFO
|
x
|
|
x
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x
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|
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• Has served as an audit committee financial expert
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x
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|
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x
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x
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|
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Industry Knowledge and Global Business Experience
|
|
|
|
|
|
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• Senior executive or director of substantial business enterprise engaged in merchandising, licensing, consumer products and/or consumer and customer service
|
x
|
x
|
x
|
x
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x
|
x
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|
• Experience in human resource management
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x
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Sales and Marketing Experience
|
|
|
|
|
|
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• Experience in sales and/or marketing, including use of social networking, e-commerce and other alternative channels
|
x
|
x
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x
|
x
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|
x
|
|
|
|
|
|
|
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|
Technology Experience
|
|
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|
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• Understanding of technology as it relates to retail and/or marketing
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|
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x
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Public Company Board Experience
|
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• Experience on boards other than Macy's
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x
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x
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x
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x
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x
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•
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that the notice by the shareholder set forth certain information concerning such shareholder and the shareholder's nominees, including their names and addresses;
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a representation that the shareholder is entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;
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•
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the class and number of shares of Macy's stock owned or beneficially owned by such shareholder;
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a description of all arrangements or understandings between the shareholder and each nominee;
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such other information as would be required to be included in a proxy statement soliciting proxies for the election of the nominees of such shareholder; and
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the consent of each nominee to serve as a director of Macy's if so elected.
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Type of Compensation
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Amount of Compensation
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Board Retainer
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$70,000 annually
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Committee (non-chair) Member Retainer
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$10,000 annually
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Committee Chair Retainer
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$20,000 annually
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Equity Grant
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annual award of restricted stock units with a value of $140,000
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Matching Philanthropic Gift
|
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up to $15,000 annually
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Name
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Years
|
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Feldberg
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5
|
Neubauer
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5
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Weatherup
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1
|
Whittington
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4
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Name
|
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Fees Earned or Paid in Cash(1) ($)
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Stock Awards(2) ($)
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Changes in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($)
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All Other Compensation(4) ($)
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Total ($)
|
||||
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||||
Stephen F. Bollenbach
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90,000
|
|
|
140,007
|
|
|
0
|
|
667
|
|
|
230,674
|
|
|
Deirdre P. Connelly
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90,000
|
|
|
140,007
|
|
|
0
|
|
6,390
|
|
|
236,397
|
|
|
Meyer Feldberg
|
100,000
|
|
|
140,007
|
|
|
47,285
|
|
19,817
|
|
|
307,109
|
|
|
Leslie D. Hale
|
5,833
|
|
|
0
|
|
|
0
|
|
0
|
|
|
5,833
|
|
|
Sara Levinson
|
90,000
|
|
|
140,007
|
|
|
0
|
|
6,043
|
|
|
236,050
|
|
|
Joseph Neubauer
|
110,000
|
|
|
140,007
|
|
|
46,756
|
|
28,345
|
|
|
325,108
|
|
|
Joyce M. Roché
|
100,000
|
|
|
140,007
|
|
|
0
|
|
17,129
|
|
|
257,136
|
|
|
Paul C. Varga
|
90,000
|
|
|
140,007
|
|
|
0
|
|
4,948
|
|
|
234,955
|
|
|
Craig E. Weatherup
|
90,000
|
|
|
140,007
|
|
|
9,037
|
|
17,070
|
|
|
256,114
|
|
|
Marna C. Whittington
|
100,000
|
|
|
140,007
|
|
|
39,220
|
|
19,069
|
|
|
298,296
|
|
|
Annie Young-Scrivner
|
51,667
|
|
|
69,981
|
|
|
0
|
|
1,106
|
|
|
122,754
|
|
(1)
|
All cash compensation is reflected in the "Fees Earned or Paid in Cash" column, whether it is paid currently in cash or deferred under the Director Deferred Compensation Plan.
|
(2)
|
The Non-Employee Directors other than Ms. Young-Scrivner and Mrs. Hale received 2,411 restricted stock units on May 16, 2014, valued at $58.07 per share, which was the closing price of our common stock on the grant date. With respect to non-employee directors elected after the annual meeting date, our practice has been to grant restricted stock units valued at 50% of the annual grant if the director is elected within six months after the annual meeting. Pursuant to that practice, Ms. Young-Scrivner received 1,193 restricted stock units on July 1, 2014, valued at $58.66 per share, which was the closing price of our common stock on the grant date. The following table shows the number of stock options, deferred stock unit credits and restricted stock units held by each of the Non-Employee Directors as of the end of fiscal
2014
:
|
|
|
Stock Options
|
|
|
|
|
|||||
Name
|
|
Exercisable (#)
|
|
Unexercisable (#)
|
|
Deferred Stock Unit Credits (#)
|
|
Restricted Stock Units (#)
|
|||
|
|
|
|
|
|
|
|
|
|||
Bollenbach
|
25,000
|
|
|
0
|
|
46,102
|
|
|
2,411
|
|
|
Connelly
|
20,000
|
|
|
0
|
|
16,072
|
|
|
2,411
|
|
|
Feldberg
|
40,000
|
|
|
0
|
|
16,072
|
|
|
2,411
|
|
|
Hale
|
0
|
|
|
0
|
|
0
|
|
|
0
|
|
|
Levinson
|
0
|
|
|
0
|
|
43,437
|
|
|
2,411
|
|
|
Neubauer
|
10,000
|
|
|
0
|
|
116,167
|
|
|
2,411
|
|
|
Roché
|
40,000
|
|
|
0
|
|
43,309
|
|
|
2,411
|
|
|
Varga
|
0
|
|
|
0
|
|
6,771
|
|
|
2,411
|
|
|
Weatherup
|
30,000
|
|
|
0
|
|
79,812
|
|
|
2,411
|
|
|
Whittington
|
30,000
|
|
|
0
|
|
46,477
|
|
|
2,411
|
|
|
Young-Scrivner
|
0
|
|
|
0
|
|
51
|
|
|
1,193
|
|
(3)
|
The present value of benefits under the retirement plan for Non-Employee Directors for each individual was determined as a deferred temporary life annuity based on years of Board service prior to May 16, 1997. The present value basis includes a discount rate of 3.55% and generational mortality rates under the RP-2014 White Collar Table projected using scale MP-2014. Scale MP-2014 defines how future mortality improvements are incorporated into the projected mortality table and is based on a blend of Social Security experience and the long-term assumption for mortality improvement rates by the Society of Actuaries' Retirement Plans Experience Committee. The increase in the actuarial present value of the pension benefit is mainly attributable to the fact that the annual retainer increased from $65,000 to $70,000 for fiscal 2014 and the changes in the discount rate and mortality assumption. The calculations assume that the annual retainer remains at $70,000 (the retainer at the end of fiscal
2014
) and a retirement at age 74, the mandatory retirement age for Directors as of the end of fiscal
2014
.
|
(4)
|
"All Other Compensation" consists of the items shown below. Merchandise discounts are credited to the Directors' Macy's charge accounts.
|
Name
|
|
Merchandise Discount
($)
|
|
Matching Philanthropic Gift
($)
|
|
Total
($)
|
|||
|
|
|
|
|
|
|
|||
Bollenbach
|
667
|
|
|
0
|
|
|
667
|
|
|
Connelly
|
1,390
|
|
|
5,000
|
|
|
6,390
|
|
|
Feldberg
|
4,817
|
|
|
15,000
|
|
|
19,817
|
|
|
Hale
|
0
|
|
|
0
|
|
0
|
|
||
Levinson
|
2,383
|
|
|
3,660
|
|
|
6,043
|
|
|
Neubauer
|
13,345
|
|
|
15,000
|
|
|
28,345
|
|
|
Roché
|
2,129
|
|
|
15,000
|
|
|
17,129
|
|
|
Varga
|
4,948
|
|
|
0
|
|
|
4,948
|
|
|
Weatherup
|
2,070
|
|
|
15,000
|
|
|
17,070
|
|
|
Whittington
|
4,069
|
|
|
15,000
|
|
|
19,069
|
|
|
Young-Scrivner
|
1,106
|
|
|
0
|
|
1,106
|
|
•
|
any shares beneficially owned by the director or members of the director's immediate family;
|
•
|
restricted stock or restricted stock units before the restrictions have lapsed; and
|
•
|
stock credits or other stock units credited to a director's account.
|
Year
|
|
Audit Fees ($)
|
|
Audit- Related Fees ($)
|
|
Tax Fees ($)
|
|
All Other Fees ($)
|
|
Total ($)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
2014
|
|
4,700,000
|
|
|
1,229,300
|
|
|
7,735
|
|
|
334,496
|
|
|
6,271,531
|
|
2013
|
|
5,345,000
|
|
|
1,209,300
|
|
|
75,000
|
|
|
90,950
|
|
|
6,720,250
|
|
•
|
aligns executive compensation with shareholder value on an annual and long-term basis through a combination of base pay, annual incentive and long-term incentives;
|
•
|
includes a mix of direct compensation elements that emphasizes performance results, with 87% of the targeted compensation for the Chief Executive Officer and approximately 71% on average of the targeted compensation for the other Named Executives being tied to changes in shareholder value and how well the Company performs against its business plans and objectives;
|
•
|
delivers annual incentive payouts to executives only when they achieve targeted levels of financial results with respect to three key performance metrics included in our annual business plan - sales, earnings before interest and taxes (EBIT) and cash flow;
|
•
|
encourages long-term decision-making by aligning the interests of executives with those of shareholders through equity incentives that are subject to multi-year vesting and/or performance requirements that include financial, operational and strategic objectives as well as changes in absolute and relative shareholder value over time; and
|
•
|
includes features that mitigate risks to the Company, including limits on incentive awards, use of multiple performance measures in our incentive plans, substantial stock ownership guidelines, compensation clawback provisions, anti-hedging/pledging policies, independent CMD Committee oversight and engagement of an independent consultant that does no other work for the Company or management.
|
•
|
Terry J. Lundgren, Chairman and Chief Executive Officer. Mr. Lundgren has been with Macy's for more than 33 years, and has served as our Chief Executive Officer for the last 12 years, making him one of the longest-tenured CEOs in the department stores industry.
|
•
|
Karen M. Hoguet, Chief Financial Officer. Mrs. Hoguet has been with Macy's for more than 32 years, and has been our Chief Financial Officer for 17 years.
|
•
|
Jeffrey Gennette, President. Mr. Gennette has been with Macy's for more than 31 years. He has been in his current position since March 2014. From February 2009 through February 2014, Mr. Gennette was our Chief Merchandising Officer.
|
•
|
Timothy M. Adams, Chief Private Brand Officer. Mr. Adams has been with Macy's for more than 32 years. He served as Chief Private Brand Officer from February 2009 through the end of fiscal 2014.
|
•
|
Peter R. Sachse, Chief Stores Officer. Mr. Sachse has been with Macy's for more than 31 years. He served as Chief Stores Officer from February 2012 through the end of fiscal 2014. Prior to February 2012, he was our Chief Marketing Officer and Chairman of macys.com.
|
•
|
The senior-most executives, including the Named Executives, are held most accountable to shareholders by varying the portion of variable, performance-based pay directly with each executive's level of responsibility:
|
•
|
87% of Mr. Lundgren's targeted total direct compensation for fiscal 2014 was delivered through variable incentives in which payout is tied to changes in stock price and pre-determined performance objectives.
|
•
|
On average, approximately 71% of the targeted total direct compensation for fiscal 2014 of the other Named Executives was delivered through variable incentives in which payout is tied to changes in stock price and pre-determined performance objectives.
|
•
|
We emphasize equity-based long-term incentives to ensure that these executives are focused on longer-term operating and stock price performance in addition to shorter-term goals. The targeted value for long-term
|
•
|
The value received from our variable, performance-based pay, if any, is directly related to our performance and reflects a combination of internal financial measures of success, such as operating income (which represents earnings before interest and taxes, or EBIT), sales, cash flow, return on invested capital (ROIC) and external measurements of success, such as stock price performance on an absolute and relative-to-peers basis.
|
•
|
To ensure that costs are affordable and reasonable in relation to our operating results, no payments are made under the annual incentive plan unless we have positive EBIT and achieve a net profit for the fiscal year, even if other performance objectives are met.
|
•
|
Equity-based long-term incentive awards are subject to multi-year vesting and/or performance requirements to link compensation to performance measured by achievement of financial, operational and strategic objectives as well as changes in absolute and relative shareholder value over time.
|
•
|
To further reinforce the long-term alignment of executive interests with shareholders, we maintain policies that require executives to accumulate and hold substantial amounts of Macy's common stock and we prohibit executives from hedging the risk of such ownership or pledging such shares as collateral. We also maintain a clawback policy that enables the recapture of previously paid incentive compensation in certain circumstances involving a financial restatement.
|
•
|
Comparable sales on an owned basis in fiscal 2014 were up 0.7%, our fifth consecutive year of comparable sales growth.
|
•
|
Comparable sales on an owned plus licensed basis for fiscal 2014 were up 1.4% compared to fiscal 2013.
|
|
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
|
Comparable Sales Growth:
|
|
|
|
|
|
|
|
|
|
|
|
|
On an owned basis
|
|
4.6%
|
|
5.3%
|
|
3.7%
|
|
1.9%
|
|
0.7%
|
|
|
On an owned plus licensed basis
|
|
4.4%
|
|
5.7%
|
|
4.0%
|
|
2.8%
|
|
1.4%
|
|
|
Other Fiscal 2014 Highlights
|
|
|
Ÿ
|
Our 1-Year, 3-Year and 5-Year Cumulative TSR was 22.4%, 100.5% and 334.3%, respectively.
|
Ÿ
|
Our TSR over the last 5 years is above the 84th percentile compared to our peer group over the same 5-year period.
|
Ÿ
|
The price of our Common Stock increased by 20% over the fiscal 2013 year-end price.
|
Ÿ
|
We returned $2.3 billion to shareholders through dividends and share repurchases during fiscal 2014.
|
Ÿ
|
We increased our cash dividend by 25% in fiscal 2014.
|
•
|
provided base salary increases ranging from 1.8% to 2.9% to the Named Executives other than Mr. Lundgren and Mr. Gennette;
|
•
|
increased Mr. Lundgren's targeted long-term incentive award opportunity by 6% to maintain his targeted total direct compensation relative to our executive compensation peer group and further ensure that increases in his compensation are directly linked to Company longer-term operating and stock price performance. Mr. Lundgren’s salary and target annual incentive award opportunity were not increased during fiscal 2014;
|
•
|
in connection with his promotion to President and associated expansion of his responsibilities, increased Mr. Gennette's base salary by 8.6%, increased his targeted annual incentive award opportunity from 75% to 100% of base salary, with corresponding changes to his threshold and maximum annual incentive award opportunities, and increased the targeted value of his long-term incentive awards;
|
•
|
made annual incentive award payments with respect to fiscal 2014 performance at approximately 94% of the target performance level to the Named Executives based solely on achievement against pre-determined EBIT, Sales and Cash Flow goals;
|
•
|
granted performance-based restricted stock units and stock options to the Named Executives, with a mix of 60% performance-based restricted stock units and 40% stock options:
|
•
|
performance-based restricted stock units will be earned based on performance relative to average EBITDA margin, average ROIC and relative TSR goals and measured over a three-year (fiscal 2014-2016) performance period, subject to attainment of a three-year cumulative EBITDA threshold (if the cumulative EBITDA threshold is not met, the entire award is forfeited regardless of performance against the other metrics);
|
•
|
stock options will vest over a four-year period and may be exercisable for up to 10 years following the grant date; and
|
•
|
determined that the Named Executives had earned 98.59% of the targeted number of performance-based restricted stock units granted in fiscal 2012, based on meeting the cumulative EBITDA threshold of $8.0 billion and the level of achievement against average EBITDA margin, average ROIC and relative TSR goals over the three-year (fiscal 2012-2014) performance period.
|
WHAT WE DO AND DON'T DO
|
|||
We align executive compensation with the interests of our shareholders
|
ü
|
Focus on performance-based compensation (page 47)
|
|
ü
|
Pay well-aligned with performance (pages 38-41)
|
||
ü
|
Annual risk assessment of executive compensation program (page 23)
|
||
ü
|
Robust stock ownership guidelines for executive officers and directors (pages 34 and 55)
|
||
|
|
|
|
Our executive compensation program is designed to avoid excessive risk taking
|
ü
|
Use multiple performance objectives for both annual and long-term incentive plans (pages 50 and 52)
|
|
ü
|
Measure performance against both annual and multi-year standards (pages 49 and 51)
|
||
ü
|
Set performance goals at levels high enough to encourage strong performance, but within reasonably attainable parameters to discourage excessive risk taking (pages 49 and 52)
|
||
ü
|
Cap on performance-based compensation (pages 49 and 52)
|
|
|
|
We adhere to executive compensation best practices
|
ü
|
Provide modest perquisites with reasonable business rationale (pages 53-54)
|
ü
|
Annual say-on-pay vote (page 36)
|
|
ü
|
CMD Committee comprised of independent directors(page 25)
|
|
ü
|
Include a relative-to-peer TSR metric for performance-based restricted stock units (page 53)
|
|
ü
|
Provide for recoupment of incentive compensation in certain circumstances (page 55)
|
|
ü
|
Prohibit hedging and pledging transactions by executive officers and directors (page 56)
|
|
ü
|
Utilize an independent compensation consultant that is independent of management (page 43)
|
|
ü
|
Provide a reasonable post-employment change-in-control plan (page 54)
|
|
X
|
Provide excise tax gross ups upon a change in control
|
|
X
|
Individual employment contracts (page 67)
|
|
X
|
Reprice or exchange underwater stock options (page 60)
|
|
X
|
Individual change-in-control agreements (page 68)
|
•
|
Providing competitive and reasonable compensation opportunities;
|
•
|
Focusing on results and strategic objectives;
|
•
|
Fostering a pay-for-performance culture;
|
•
|
Attracting and retaining key executives; and
|
•
|
Balancing risk and reward and ensuring accountability to shareholders.
|
Element
|
Description
|
Purpose
|
Base Salary
|
Fixed compensation component. Reviewed annually and adjusted if and when appropriate.
|
Market-driven base-line compensation is targeted at a level necessary to attract and retain high-quality talent and ensure a sustainable level of fixed costs; amount recognizes differences in positions and/or responsibilities as well as experience and individual performance over the long term. Generally, executives who are new in their roles are positioned lower in the competitive range, while those with more experience are positioned higher in the range to reflect their greater skill set relative to the external benchmark and sustained high performance over time.
|
|
|
|
Annual Incentive Awards
|
Variable compensation component. Performance-based cash award opportunity. Amounts actually earned will vary based on our performance.
|
Aligns compensation with business strategy and operating performance by rewarding achievement of short-term (annual) financial targets.
|
|
|
|
Long-Term Incentive Awards
|
Variable compensation component, generally granted annually as a combination of performance-based restricted stock units and stock options. Amounts actually earned will vary based on stock price appreciation and, in the case of performance-based restricted stock units, our financial performance and absolute and relative TSR.
|
Opportunities for ownership and financial reward in support of our longer-term financial goals and stock price growth; also supports retention and, consequently, succession planning. Provides a link between compensation and long-term shareholder interests as reflected in changes in stock price.
|
•
|
our compensation philosophy,
|
•
|
our financial and operating performance,
|
•
|
compensation policies and practices for our employees generally, and
|
•
|
practices and executive compensation levels within peer companies.
|
•
|
the design of our annual bonus and long-term incentive plans, including the degree to which the incentive plans support our business strategy and balance risk-taking with potential reward;
|
•
|
the setting of performance objectives;
|
•
|
peer group pay and performance comparisons;
|
•
|
the competitiveness of compensation provided to our key executives;
|
•
|
changes to the Named Executives' compensation levels;
|
•
|
the design of other forms of key executive compensation and benefits programs; and
|
•
|
the preparation of public filings related to executive compensation, including this CD&A and the accompanying tables and footnotes.
|
•
|
We have grown from being a $15 billion regional department store company to a national omnichannel retailer with more than $28 billion in sales.
|
•
|
We have successfully integrated the acquisition of the May Company, which doubled the number of stores operated by the Company. This included the conversion of all the regional store nameplates to Macy's, and the development of a highly successful strategy of omnichannel marketing through the integration of stores, online and mobile resources.
|
•
|
We reached a milestone in fiscal 2014 by achieving the 14% Adjusted EBITDA margin rate level we set as a long-range objective following the May Company acquisition.
|
•
|
We have become a customer-centric organization that embraces localization, a seamless omnichannel blend of stores, online and mobile, and more meaningful customer engagement on the selling floor and all other customer interactions.
|
•
|
Our total employment has grown from approximately 110,000 associates to approximately 175,000 associates - creating meaningful career development opportunities and strengthening Macy's reputation as the talent leader in retailing.
|
•
|
Adjusted EBITDA has increased more than 47% and 270 basis points as a percent of sales from fiscal 2009 to 2014.
|
($ in millions)
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
Adjusted EBITDA
|
$2,664
|
$3,069
|
$3,471
|
$3,715
|
$3,786
|
$3,923
|
Adjusted EBITDA as a percent to net sales
|
11.3%
|
12.3%
|
13.1%
|
13.4%
|
13.6%
|
14.0%
|
•
|
Adjusted Diluted EPS has increased approximately 224% from fiscal 2009 to 2014.
|
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
Adjusted Diluted EPS
|
$1.36
|
$2.11
|
$2.88
|
$3.46
|
$4.00
|
$4.40
|
•
|
Comparable sales on an owned basis have grown for five consecutive years. In addition, comparable sales on an owned plus licensed basis have grown by approximately 3.7% annually.
|
|
|
2010
|
2011
|
2012
|
2013
|
2014
|
Comparable Sales Growth:
|
|
|
|
|
|
|
On an owned basis
|
|
4.6%
|
5.3%
|
3.7%
|
1.9%
|
0.7%
|
On an owned plus licensed basis
|
|
4.4%
|
5.7%
|
4.0%
|
2.8%
|
1.4%
|
•
|
Our stock price has reacted favorably during this time period on both an absolute and relative-to-peers basis, with total shareholder return over the last five years of 334.3%, which is above the 84th percentile versus our 12-company peer group over the same five-year period.
|
Bed, Bath & Beyond
|
Kohl's
|
Sears Holdings
|
Dillard's
|
L Brands
|
Target
|
Gap
|
Nordstrom
|
TJX Companies
|
J.C. Penney
|
Ross Stores
|
Walmart Stores
|
($ in millions)
|
|
Revenue (1)
|
|
Net Income (1)(2)
|
|
Market Cap (3)
|
|
Total Assets (4)
|
|
Number of Employees (5)
|
|||||||||
75th Percentile:
|
|
|
$29,839
|
|
|
|
$1,306
|
|
|
|
$24,617
|
|
|
|
$14,685
|
|
|
199,750
|
|
Median:
|
|
14,612
|
|
|
900
|
|
|
14,577
|
|
|
9,914
|
|
|
127,000
|
|
||||
25th Percentile:
|
|
11,516
|
|
|
625
|
|
|
10,545
|
|
|
6,993
|
|
|
65,350
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Macy's
|
|
|
$28,024
|
|
|
|
$1,504
|
|
|
|
$20,567
|
|
|
|
$20,619
|
|
|
172,500
|
|
Macy's Percentile Rank
|
|
73%
|
|
81%
|
|
73%
|
|
83%
|
|
70%
|
(i)
|
an analysis of the design of our annual incentive and long-term incentive programs in relation to our financial and strategic priorities, human resources objectives and market practice to determine whether changes were appropriate,
|
(ii)
|
a competitive analysis of the targeted total direct compensation for the Named Executives, including base salary, annual incentives and long-term incentives, and
|
(iii)
|
a competitive assessment of our long-term incentive grant practices, including a review of share usage (shares granted in equity plans as a percentage of weighted-average outstanding shares) and potential dilution relative to peer group practice and a fair value transfer analysis that measured the aggregate cost of long-term incentives as a percent of market capitalization and revenue.
|
•
|
The CMD Committee approved base salary increases in the range of 1.8% to 2.9% for the Named Executives other than Mr. Lundgren and Mr. Gennette. These salary changes were intended to maintain pace with market standards and recognize increased responsibilities or high performance. See the "Base Salary" discussion later in this CD&A. There were no changes to target annual incentive award or long-term incentive opportunities for fiscal 2014 for these Named Executives.
|
•
|
The Board increased Mr. Lundgren's targeted long-term incentive award opportunity by 6% (from $7.75 million to $8.215 million) to maintain his targeted total direct compensation in the median to 75th percentile range of the executive compensation peer group and further ensure that increases in his compensation are directly linked to Company longer-term operating and stock price performance. No changes were made to Mr. Lundgren's base salary or annual incentive award opportunity for fiscal 2014 and, as a result, his targeted total direct compensation opportunity increased by approximately 4% for fiscal 2014.
|
•
|
In connection with his March 2014 promotion to President and associated expansion of responsibilities, the CMD Committee increased Mr. Gennette's base salary from $875,000 to $950,000, increased his target annual incentive award opportunity from 75% to 100% of base salary (with corresponding changes to his threshold and maximum award opportunities) and increased his targeted long-term incentive award opportunity from $1.325 million to $1.8 million.
|
•
|
87% of Mr. Lundgren's targeted total direct compensation (salary, annual incentive and grant date value of long-term incentive awards) for fiscal 2014 was delivered through variable incentives in which payout is tied to changes in stock price and predetermined performance objectives; and
|
•
|
On average, approximately 71% of targeted total direct compensation for fiscal 2014 for the other Named Executives was delivered through variable incentives in which payout is tied to changes in stock price and predetermined performance objectives.
|
CEO Targeted Pay Mix
|
Salary
|
Annual Incentive
|
Performance Restricted Stock Units
|
Stock Options
|
Total
|
% of Total Compensation
|
13%
|
22%
|
39%
|
26%
|
100%
|
Cash vs. Equity
|
35%
|
65%
|
100%
|
||
Short-Term vs. Long-Term
|
35%
|
65%
|
100%
|
||
Fixed vs. Performance-Based
|
13%
|
87%
|
100%
|
Other Named Executives Targeted Pay Mix (average)
|
Salary
|
Annual Incentive
|
Performance Restricted Stock Units
|
Stock Options
|
Total
|
% of Total Compensation
|
29%
|
24%
|
28%
|
19%
|
100%
|
Cash vs. Equity
|
53%
|
47%
|
100%
|
||
Short-Term vs. Long-Term
|
53%
|
47%
|
100%
|
||
Fixed vs. Performance-Based
|
29%
|
71%
|
100%
|
Name
|
|
FY 2014 Salary
(000s)
|
|
FY 2013 Salary
(000s)
|
|
%
Increase
|
|||||
Lundgren
|
|
$1,600
|
|
|
|
$1,600
|
|
|
n/a
|
|
|
Hoguet
|
|
$900
|
|
|
|
$875
|
|
|
2.9
|
%
|
|
Gennette
|
|
$950
|
|
|
|
$875
|
|
|
8.6
|
%
|
|
Adams
|
|
$860
|
|
|
|
$845
|
|
|
1.8
|
%
|
|
Sachse
|
|
$900
|
|
|
|
$875
|
|
|
2.9
|
%
|
|
|
|
|
|
Annual Incentive as a % of Base Salary
|
|||||||
Position
|
|
Component
|
|
|
Threshold
|
|
Target
|
|
Outstanding
|
|||
Chief Executive Officer
|
EBIT $
|
|
18.1
|
%
|
|
90.7
|
%
|
|
272.1
|
%
|
||
|
Sales $
|
|
18.1
|
%
|
|
56.7
|
%
|
|
124.7
|
%
|
||
|
Cash Flow $
|
|
9.1
|
%
|
|
22.6
|
%
|
|
45.2
|
%
|
||
|
Total
|
|
45.3
|
%
|
|
170.0
|
%
|
|
442.0
|
%
|
||
|
|
|
|
|
|
|
|
|||||
President
|
EBIT $
|
|
10.7
|
%
|
|
53.3
|
%
|
|
159.9
|
%
|
||
|
Sales $
|
|
10.7
|
%
|
|
33.4
|
%
|
|
73.5
|
%
|
||
|
Cash Flow $
|
|
5.3
|
%
|
|
13.3
|
%
|
|
26.6
|
%
|
||
|
Total
|
|
26.7
|
%
|
|
100.0
|
%
|
|
260.0
|
%
|
||
|
|
|
|
|
|
|
|
|||||
Other Named Executives
|
EBIT $
|
|
8.0
|
%
|
|
40.0
|
%
|
|
120.0
|
%
|
||
|
Sales $
|
|
8.0
|
%
|
|
25.0
|
%
|
|
55.0
|
%
|
||
|
Cash Flow $
|
|
4.0
|
%
|
|
10.0
|
%
|
|
20.0
|
%
|
||
|
Total
|
|
20.0
|
%
|
|
75.0
|
%
|
|
195.0
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Range ($ in millions)
|
|||||||
Performance Metric
|
|
Weight
|
|
Threshold
|
|
Target
|
|
Outstanding
|
||
EBIT
|
53.3%
|
|
85% of Target
|
|
|
$2,901.5
|
|
|
120% of Target
|
|
Sales
|
33.3%
|
|
98% of Target
|
|
|
$28,982.6
|
|
|
101% of Target
|
|
Cash Flow
|
13.3%
|
|
$50 below Target
|
|
|
$1,620.1
|
|
|
$150 above Target
|
•
|
The EBIT measure focuses the executives on maximizing operating income and is a good indicator of how effectively our annual business objectives and strategies, which focus on growth in profits, are being executed.
|
•
|
Sales, a priority for retailers, are a measure of growth and provide opportunities for the achievement of various other financial measures, including EBIT and cash flow. The Sales target under the Incentive Plan includes sales of departments licensed to third parties and excludes certain items that are included in externally reported sales under GAAP, including licensed department income, shipping and handling fees and sales to third-party retailers.
|
•
|
Cash Flow is indicative of the manner in which our operating activities, together with our investing activities, actually generate cash.
|
|
|
2014 Performance ($ in millions)
|
|
Annual Incentive Payout as a % of Base Salary
|
||||||||||||
Annual Incentive Component
|
|
Results
|
|
Achievement Level
|
|
Lundgren
|
|
President
|
|
Other Named Executives
|
||||||
EBIT $
|
|
|
$2,886.8
|
|
|
Between Threshold and Target
|
|
87.00
|
%
|
|
51.13
|
%
|
|
38.37
|
%
|
|
Sales $
|
|
|
$28,545.0
|
|
|
Between Threshold and Target
|
|
27.56
|
%
|
|
16.26
|
%
|
|
12.17
|
%
|
|
Cash Flow $
|
|
|
$1,928.5
|
|
|
Outstanding
|
|
45.20
|
%
|
|
26.60
|
%
|
|
20.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
|
|
|
|
159.76
|
%
|
|
93.99
|
%
|
|
70.54
|
%
|
|
Lundgren
|
|
$2,556,200
|
|
|
Hoguet
|
|
$634,900
|
|
|
Gennette
|
|
$892,900
|
|
|
Adams
|
|
$606,600
|
|
|
Sachse
|
|
$634,900
|
|
•
|
60% in performance-based restricted stock units that vest after a three-year performance period only if we meet pre-determined financial performance and relative TSR goals; and
|
•
|
40% in stock options that vest in installments over a four-year period and have value only if our stock price increases over the grant price of the options.
|
•
|
establishing a direct link between compensation and the achievement of our long-term financial objectives and returns to shareholders on both absolute and relative basis;
|
•
|
the achievement of longer-term goals related to our three key strategies (the My Macy's localization initiative, driving the omnichannel business and embracing customer centricity, including engaging customers on the selling floor through the Magic Selling program); and
|
•
|
enhancing retention by mitigating the impact of fluctuations in the price of the common stock with the use of performance-based restricted stock units in combination with stock options.
|
|
|
EBITDA Margin (50% weight)
|
|
ROIC (30% weight)
|
|
Relative TSR (20% weight)
|
|||||||||
Performance Level*
|
|
3-Year Average
|
|
Vesting %
|
|
3-Year Average
|
|
Vesting %
|
|
3-Year TSR vs. Peers
|
|
Vesting %
|
|||
Outstanding
|
≥ 14.6%
|
|
150
|
%
|
|
≥ 23.8%
|
|
150
|
%
|
|
≥ 75.0%
|
|
150
|
%
|
|
Target
|
14.3%
|
|
100
|
%
|
|
23.4%
|
|
100
|
%
|
|
50.0%
|
|
100
|
%
|
|
Threshold
|
13.6%
|
|
50
|
%
|
|
21.8%
|
|
50
|
%
|
|
35.0%
|
|
50
|
%
|
|
Below Threshold
|
< 13.6%
|
|
0
|
%
|
|
< 21.8%
|
|
0
|
%
|
|
< 35.0%
|
|
0
|
%
|
*
|
Straight-line interpolation will apply to performance levels between the ones shown.
|
•
|
With respect to EBITDA margin, the Company has long stated to investors that its objective is to achieve an EBITDA margin rate in the 14% range, consistent with historic peak profit levels for the Company and above that of our key competitors. We achieved this objective in fiscal 2014 as a result of a sustained focus on developing and executing multi-year strategies over a significant period of time.
|
•
|
ROIC is a measure of investment productivity and the efficiency in which assets are employed in the operation of the business. It is a very important measure of our performance over time because capital decisions need to be evaluated over an extended period. That is why we include it in our long-term incentive plan and not in our annual incentive plan.
|
•
|
Relative TSR is a good measure of shareholder value creation, especially when measured on a consistent basis over extended periods of time. In addition, peer-to-peer measurement is viewed as an executive compensation "best practice" by many proxy advisory firms and corporate governance experts. The CMD Committee determined that TSR should be measured against that of the compensation peer group since that group includes our primary competitors for business, talent and investor capital and results in a consistent group being used internally for pay and performance comparisons. The 20% weighting given to the relative TSR metric ensures that a meaningful amount of the grant is subject to relative TSR results.
|
|
|
EBITDA Margin (50% weight)
|
|
ROIC (30% weight)
|
|
Relative TSR (20% weight)
|
|||||||||
Performance Level*
|
|
3-Year Average
|
|
Vesting %
|
|
3-Year Average
|
|
Vesting %
|
|
3-Year TSR vs. Peers
|
|
Vesting %
|
|||
Outstanding
|
≥ 14.4%
|
|
150
|
%
|
|
≥ 23.4%
|
|
150
|
%
|
|
≥ 75.0%
|
|
150
|
%
|
|
Target
|
14.0%
|
|
100
|
%
|
|
22.6%
|
|
100
|
%
|
|
50.0%
|
|
100
|
%
|
|
Threshold
|
13.5%
|
|
50
|
%
|
|
21.6%
|
|
50
|
%
|
|
35.0%
|
|
50
|
%
|
|
Below Threshold
|
< 13.5%
|
|
0
|
%
|
|
< 21.6%
|
|
0
|
%
|
|
< 35.0%
|
|
0
|
%
|
(i)
|
in the Incentive Plan, including the Named Executives, to repay income, if any, derived from the annual incentive, and
|
(ii)
|
in the long-term incentive compensation program, including the Named Executives, to repay income derived from performance restricted stock units or stock options, if any,
|
Position
|
Ownership Guideline
|
Chief Executive Officer (CEO)
|
6 x base salary
|
Executive Committee (other than the CEO)
|
3 x base salary
|
Executive Vice President - Corporate Officer (other than the Controller) and Business Unit Principal
|
1 x base salary
|
•
|
Macy's stock beneficially owned (directly or indirectly) by the executive or owned jointly with any immediate family member of the executive;
|
•
|
Any stock credits or other stock units credited to an executive's account through deferrals under our deferred compensation program or otherwise;
|
•
|
Time-based restricted stock or restricted stock units granted to the executive, whether or not vested;
|
•
|
Time-based stock credits during the performance and holding periods under our stock credit plans;
|
•
|
Performance-based stock credits during the holding periods that follow the performance periods under the stock credit plans; and
|
•
|
The executive's proportionate share of the Macy's stock fund under our 401(k) plan.
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Stock Awards (1) ($)
|
|
Option Awards (2) ($)
|
|
Non-Equity Incentive Plan Compensation ($)
|
|
Changes in Pension Value and Nonqualified Deferred Compensation Earnings (3) ($)
|
|
All Other Compensation (4) ($)
|
|
Total ($)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Terry J. Lundgren
|
|
2014
|
|
1,600,000
|
|
|
5,008,425
|
|
|
3,285,990
|
|
|
2,556,200
|
|
|
3,813,691
|
|
|
232,914
|
|
|
16,497,220
|
|
Chairman and Chief Executive Officer
|
|
2013
|
|
1,600,000
|
|
|
4,762,258
|
|
|
3,100,000
|
|
|
1,850,200
|
|
|
620,250
|
|
|
98,263
|
|
|
12,030,971
|
|
|
2012
|
|
1,591,667
|
|
|
4,630,824
|
|
|
3,099,994
|
|
|
1,907,200
|
|
|
2,534,767
|
|
|
76,079
|
|
|
13,840,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Karen M. Hoguet
|
|
2014
|
|
895,833
|
|
|
807,766
|
|
|
529,993
|
|
|
634,900
|
|
|
697,866
|
|
|
46,923
|
|
|
3,613,281
|
|
Chief Financial Officer
|
|
2013
|
|
870,833
|
|
|
814,173
|
|
|
529,995
|
|
|
446,900
|
|
|
128,865
|
|
|
1,250
|
|
|
2,792,016
|
|
|
|
2012
|
|
844,167
|
|
|
791,695
|
|
|
529,994
|
|
|
506,600
|
|
|
837,196
|
|
|
1,225
|
|
|
3,510,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Jeffrey Gennette
|
|
2014
|
|
937,500
|
|
|
1,097,357
|
|
|
719,988
|
|
|
892,900
|
|
|
634,832
|
|
|
48,235
|
|
|
4,330,812
|
|
President
|
|
2013
|
|
870,833
|
|
|
814,173
|
|
|
529,995
|
|
|
446,900
|
|
|
389,935
|
|
|
1,250
|
|
|
3,053,086
|
|
|
|
2012
|
|
838,333
|
|
|
1,791,679
|
|
|
529,994
|
|
|
506,600
|
|
|
965,583
|
|
|
1,225
|
|
|
4,633,414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Timothy M. Adams
|
|
2014
|
|
857,500
|
|
|
807,766
|
|
|
529,993
|
|
|
606,600
|
|
|
449,379
|
|
|
45,071
|
|
|
3,296,309
|
|
Chief Private Brand Officer (5)
|
|
2013
|
|
842,500
|
|
|
814,173
|
|
|
529,995
|
|
|
431,500
|
|
|
166,117
|
|
|
1,250
|
|
|
2,785,535
|
|
|
2012
|
|
827,500
|
|
|
791,695
|
|
|
529,994
|
|
|
494,700
|
|
|
828,698
|
|
|
1,225
|
|
|
3,473,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Peter R. Sachse
|
|
2014
|
|
895,833
|
|
|
807,766
|
|
|
529,993
|
|
|
634,900
|
|
|
649,490
|
|
|
46,923
|
|
|
3,564,905
|
|
Chief Stores Officer (5)
|
|
2013
|
|
870,833
|
|
|
814,173
|
|
|
529,995
|
|
|
446,900
|
|
|
248,728
|
|
|
1,250
|
|
|
2,911,879
|
|
|
|
2012
|
|
841,667
|
|
|
1,791,679
|
|
|
529,994
|
|
|
506,600
|
|
|
773,769
|
|
|
57,054
|
|
|
4,500,763
|
|
(1)
|
The amounts in this column for fiscal
2014
include the fair value for performance-based restricted stock units awarded in fiscal
2014
determined by using a weighted average grant date price for the common stock of approximately $59.87 per share, assuming the "target" number of units is earned. Assuming that the "maximum" number of units is earned, the grant date fair value amounts for the performance-based restricted stock units would be $7,512,637 for Mr. Lundgren, $1,646,036 for Mr. Gennette and $1,211,649 for each of the other Named Executives. See footnote (4) to the 2014 Grants of Plan-Based Awards table.
|
(2)
|
The amounts in this column reflect the grant date value of stock options determined using the Black-Scholes option pricing model in accordance with ASC Topic 718. See footnote (4) to the 2014 Grants of Plan-Based Awards table for the assumptions used in making this determination.
|
(3)
|
We did not pay above-market interest under our executive deferred compensation plan in 2014, therefore, the amounts reflected in this column relate to pension benefits only. The amounts reflected for fiscal
2014
in this column represent the change in fiscal
2014
in the actuarial present value of accumulated pension benefits under our cash balance pension plan and supplementary executive retirement plan. The assumptions used in determining the present value of benefits are the same assumptions used for financial reporting purposes. The present value of benefits was determined using a unit credit cost method, a 3.55% discount rate and generational mortality rates under the RP-2014 Blue Collar Table projected using scale MP-2014 for the cash balance pension plan and the RP-2014 White Collar Table projected using scale MP-2014 for the supplementary executive retirement plan. Scale MP-2014 defines how future mortality improvements are incorporated into the projected mortality table and is based on a blend of Social Security experience and the long-term assumption for mortality improvement rates by the Society of Actuaries' Retirement Plans Experience Committee. Year-over-year changes in pension value generally are driven in large part due to changes in actuarial pension assumptions as well as increases in service, age and compensation. For fiscal 2014, the increase in the actuarial present value of the pension benefit is mainly attributable to changes in the discount rate assumption and new mortality tables projecting longer life expectancies. The assumed retirement age used for these calculations was the normal retirement age of 65, as defined by the plans, and each Named Executive was assumed to retire at the normal retirement age.
|
Name
|
|
|
Aircraft Usage (a) ($)
|
|
Car Programs (b) ($)
|
|
Tax Reimbursement (c) ($)
|
|
DCP Matching Contribution ($) (d)
|
|
401(k) Matching Contribution ($)
|
|
Total ($)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Lundgren
|
|
75,000
|
|
|
7,619
|
|
|
29,538
|
|
|
111,657
|
|
|
9,100
|
|
|
232,914
|
|
|
Hoguet
|
|
0
|
|
|
0
|
|
|
0
|
|
|
37,823
|
|
|
9,100
|
|
|
46,923
|
|
|
Gennette
|
|
0
|
|
|
0
|
|
|
0
|
|
|
39,135
|
|
|
9,100
|
|
|
48,235
|
|
|
Adams
|
|
0
|
|
|
0
|
|
|
0
|
|
|
35,971
|
|
|
9,100
|
|
|
45,071
|
|
|
Sachse
|
|
0
|
|
|
0
|
|
|
0
|
|
|
37,823
|
|
|
9,100
|
|
|
46,923
|
|
(a)
|
Mr. Lundgren is the only Named Executive who is permitted to make personal use of company aircraft. The amount shown for aircraft usage is calculated based on the cost of fuel and other variable costs associated with the particular personal flights. Mr. Lundgren's wife and/or other guests accompany him on some flights. There are no additional incremental costs associated with their travel on those flights. Mr. Lundgren is required to reimburse the Company to the extent that the calculated incremental costs associated with his personal usage of Company aircraft exceed $75,000 in the aggregate. For purposes of calculating the incremental costs associated with Mr. Lundgren's personal usage of Company aircraft:
|
•
|
Flights were deemed business or personal based on whether there was a business purpose for the flight.
|
•
|
If a trip was deemed personal, ferry flights, if any, were included as personal.
|
•
|
If a trip included both business and personal destinations, we included as personal the excess, if any, of the aggregate expenses for the trip over the costs of flying to and from the originating airport to the business destination or destinations.
|
(b)
|
The amount shown reflects the costs relating to personal use by Mr. Lundgren of a dedicated car and driver that the Company makes available to him for safety reasons pursuant to the recommendation of a third-party security study. The incremental cost calculation for personal use of the car and driver includes driver overtime, tolls, gratuities, lodging for the drivers, maintenance and fuel costs incurred in connection with such personal use.
|
(c)
|
The amount shown includes reimbursement payments to Mr. Lundgren in calendar year 2014 for imputed income associated with travel by Mr. and Mrs. Lundgren on some of his flights on company aircraft that were deemed personal for tax reporting purposes, but which the Company determined had a business purpose.
|
(d)
|
The amounts shown reflect Company matching contributions on salary and/or annual incentive awards deferred under the Company's Deferred Compensation Plan ("DCP"). Such deferred amounts are matched in the same manner and at comparable rates as under the Company's 401(k) plan.
|
(5)
|
Effective at the beginning of fiscal 2015, Mr. Sachse was elected by the Board of Directors as the Company's Chief Innovation and Business Development Officer. Effective at the end of fiscal 2014, Mr. Adams resigned as the Company's Chief Private Brand Officer. He will remain with the Company, focusing on international business development.
|
Name
|
|
Award Type
|
|
Grant Date for Equity-Based Awards
|
|
Estimated Possible Payouts Under Non-Equity
Incentive Plan Awards
|
|
Estimated Future Payouts Under Equity Incentive
Plan Awards
|
|
All
Other
Option
Awards;
Number of
Securities
Underlying
Options
(#)(3)
|
|
Exercise or Base Price of Option Awards ($/Sh)
|
|
Grant
Date
Fair
Value
of Stock
and
Option
Awards
($)(4)
|
||||||||||
|
Threshold ($)
|
Target ($)
|
Maxi-mum ($)(1)
|
|
Threshold (#)
|
Target (#)(2)
|
Maxi-mum (#)
|
|
||||||||||||||||
Lundgren
|
Annual Incentive
|
|
n/a
|
|
724,800
|
|
2,720,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
PRSUs
|
|
3/28/2014
|
|
|
|
|
|
|
|
|
83,655
|
|
|
|
|
|
|
|
|
|
5,008,425
|
|
|
|
Stock Options
|
|
3/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
172,312
|
|
|
58.92
|
|
|
3,285,990
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Hoguet
|
Annual Incentive
|
|
n/a
|
|
180,000
|
|
675,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
PRSUs
|
|
3/28/2014
|
|
|
|
|
|
|
|
|
13,492
|
|
|
|
|
|
|
|
|
|
807,766
|
|
|
|
Stock Options
|
|
3/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
27,792
|
|
|
58.92
|
|
|
529,993
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gennette
|
Annual Incentive
|
|
n/a
|
|
253,700
|
|
950,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
PRSUs
|
|
3/28/2014
|
|
|
|
|
|
|
|
|
18,329
|
|
|
|
|
|
|
|
|
|
1,097,357
|
|
|
|
Stock Options
|
|
3/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
37,755
|
|
|
58.92
|
|
|
719,988
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adams
|
Annual Incentive
|
|
n/a
|
|
172,000
|
|
645,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
PRSUs
|
|
3/28/2014
|
|
|
|
|
|
|
|
|
13,492
|
|
|
|
|
|
|
|
|
|
807,766
|
|
|
|
Stock Options
|
|
3/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
27,792
|
|
|
58.92
|
|
|
529,993
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sachse
|
Annual Incentive
|
|
n/a
|
|
180,000
|
|
675,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
PRSUs
|
|
3/28/2014
|
|
|
|
|
|
|
|
|
13,492
|
|
|
|
|
|
|
|
|
|
807,766
|
|
|
|
Stock Options
|
|
3/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
27,792
|
|
|
58.92
|
|
|
529,993
|
|
(1)
|
The Named Executives are eligible for an annual cash incentive award under our Incentive Plan, which is deemed a "non-equity incentive plan" under SEC rules. The plan provides that the Named Executives are eligible for an annual incentive award only if EBIT is positive. EBIT is defined to exclude the effects of asset impairments, restructurings, acquisitions, divestitures, other unusual or non-recurring items, store closing costs, unplanned material tax law changes and/or assessments and the cumulative effect of tax or accounting changes, as determined in accordance with generally accepted accounting principles, as applicable. Under the Incentive Plan, the maximum award a Named Executive may receive for fiscal 2014 is 0.45% of EBIT, or $12.990 million, for Mr. Lundgren and 0.25% of EBIT, or $7.217 million, for each of the other Named Executives, subject in all instances to the Incentive Plan's per-person maximum of $7 million. The CMD Committee may exercise negative discretion to reduce the maximum awards based on the annual incentive award opportunity established for each Named Executive under the Incentive Plan. For a more detailed discussion of the Incentive Plan, see the "Annual Incentive" discussion in "Compensation Discussion & Analysis - Fiscal 2014 Compensation and Analysis."
|
(2)
|
The Named Executives received a grant of performance-based restricted stock units ("PRSU") on March 28, 2014. The PRSUs vest over a three-year performance period covering fiscal years 2014-2016. The number of PRSUs earned may range from 0% to 150% of the Target award opportunity based on performance against average EBITDA margin, average ROIC and relative TSR objectives, and subject to attainment of a minimum cumulative EBITDA of $8.25 billion over the three-year performance period. PRSUs that are earned will be paid out as shares of Macy's common stock. Dividends, if any, paid on the Company's common stock will be credited to the Named Executives' PRSU accounts as additional restricted stock units and will be paid out as shares of Macy's common stock at the end of the three-year performance period only to the extent that the underlying PRSUs to which the dividends relate are earned. See the "Performance-Based Restricted Stock Units" discussion in "Compensation Discussion & Analysis - Fiscal 2014 Compensation and Analysis - Long-term equity compensation" and the "Restricted Stock and Restricted Stock Units" discussion in the narrative below.
|
(3)
|
The numbers reflected in this column represent the number of stock options granted to the Named Executives in fiscal 2014.
|
(4)
|
Stock options were valued as of the grant date using the Black-Scholes option pricing model in accordance with ASC Topic 718, using the following assumptions:
|
|
3/28/14
Grant
|
|
Dividend yield:
|
2.5%
|
|
Expected volatility:
|
42.7%
|
|
Risk-free interest rate:
|
1.5%
|
|
Expected life:
|
5.7 years
|
|
Black-Scholes value:
|
$19.07
|
Performance Level*
|
|
EBITDA Margin (50%)
|
|
ROIC (30%)
|
|
Relative TSR (20%)
|
|||||||||
|
3-Year Average
|
|
Vesting %
|
|
3-Year Average
|
|
Vesting %
|
|
3-year TSR vs. Peers
|
|
Vesting %
|
||||
Outstanding
|
≥14.6%
|
|
150
|
%
|
|
≥ 24.0%
|
|
150
|
%
|
|
≥75.0%
|
|
150
|
%
|
|
Target
|
14.3%
|
|
100
|
%
|
|
23.6%
|
|
100
|
%
|
|
50.0%
|
|
100
|
%
|
|
Threshold
|
13.6%
|
|
50
|
%
|
|
22.0%
|
|
50
|
%
|
|
35.0%
|
|
50
|
%
|
|
Below Threshold
|
< 13.6%
|
|
0
|
%
|
|
< 22.0%
|
|
0
|
%
|
|
<35.0%
|
|
0
|
%
|
*
|
Straight-line interpolation will apply to performance levels between the ones shown.
|
•
|
EBITDA is defined as earnings before interest, taxes, depreciation and amortization, which is equal to the sum of operating income and depreciation and amortization as reported in our audited financial statements, adjusted to eliminate the effects of asset impairments, restructurings, acquisitions, divestitures, other unusual or non-recurring items, store closing costs, unplanned material tax law changes and/or assessments and the cumulative effect of tax or accounting changes, as determined in accordance with generally accepted accounting principles, as applicable.
|
•
|
EBITDA margin is defined as EBITDA divided by Net Sales (with net sales being adjusted to exclude certain items that are included in externally reported sales under GAAP, including licensed department income, shipping and handling fees and sales to third party retailers, and to account for unplanned store closings).
|
•
|
ROIC is defined as EBITDAR divided by Total Average Gross Investment. EBITDAR is equal to the sum of EBITDA plus net rent expense (rent expense as reported in our audited financial statements less the deferred rent amortization related to contributions received from landlords). Total Average Gross Investment is equal to the sum of gross property, plant and equipment, capitalized value of non-capitalized leases, working capital - which includes receivables, merchandise inventories, prepaid expenses and other current assets - offset by merchandise accounts payable and accounts payable and accrued liabilities, and other assets (each as reported in our audited or unaudited financial statements).
|
•
|
TSR is defined as the change in the value of our common stock over the three-year performance period, taking into account both stock price appreciation and the reinvestment of dividends. The beginning and ending stock prices will be calculated based on a 20-day average stock price. Relative TSR is the percentile rank of our TSR compared to the TSR of our executive compensation peer group over the performance period.
|
•
|
For PRSUs granted in fiscal 2013, the executive compensation peer group consisted of the following 10 companies: Dillard's, Gap, J.C. Penney, Kohl's, L Brands, Nordstrom, Sears Holdings, Target, TJX Companies and Walmart.
|
•
|
For PRSUs granted in fiscal 2014, the executive compensation peer group consisted of the following 12 companies: Bed, Bath & Beyond, Dillard's, Gap, J.C. Penney, Kohl's, L Brands, Nordstrom, Ross Stores, Sears Holdings, Target, TJX Companies and Walmart.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||
Name
|
|
Grant
Date
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable(1)
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
|
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lundgren
|
3/24/2006
|
|
177,352
|
|
|
0
|
|
|
36.26
|
|
|
3/24/2016
|
|
|
|
|
|
|
|
|
||
|
3/1/2007
|
|
500,000
|
|
|
0
|
|
|
44.67
|
|
|
3/1/2017
|
|
|
|
|
|
|
|
|
||
|
10/26/2007
|
|
134,000
|
|
|
0
|
|
|
46.15
|
|
|
3/23/2017
|
|
|
|
|
|
|
|
|
||
|
3/21/2008
|
|
307,261
|
|
|
0
|
|
|
24.85
|
|
|
3/21/2018
|
|
|
|
|
|
|
|
|
||
|
3/20/2009
|
|
582,608
|
|
|
0
|
|
|
8.76
|
|
|
3/20/2019
|
|
|
|
|
|
|
|
|
||
|
3/19/2010
|
|
169,025
|
|
|
0
|
|
|
20.89
|
|
|
3/19/2020
|
|
|
|
|
|
|
|
|
||
|
3/25/2011
|
|
326,545
|
|
|
108,848
|
|
|
23.43
|
|
|
3/25/2021
|
|
|
|
|
|
|
|
|
||
|
3/23/2012
|
|
126,841
|
|
|
126,841
|
|
|
39.84
|
|
|
3/23/2022
|
|
|
|
|
|
|
|
|
||
|
3/19/2013
|
|
63,786
|
|
|
191,358
|
|
|
41.67
|
|
|
3/19/2023
|
|
|
|
|
|
|
|
|
||
|
3/28/2014
|
|
0
|
|
|
172,312
|
|
|
58.92
|
|
|
3/28/2024
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111,591(2)
|
|
7,128,433
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,655(3)
|
|
5,343,881
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||
Name
|
|
Grant
Date
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable(1)
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
|
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)
|
||||
Hoguet
|
3/24/2006
|
|
38,970
|
|
|
0
|
|
|
36.26
|
|
|
3/24/2016
|
|
|
|
|
|
|
|
|
||
|
7/11/2006
|
|
125,000
|
|
|
0
|
|
|
36.51
|
|
|
7/11/2016
|
|
|
|
|
|
|
|
|
||
|
3/23/2007
|
|
29,444
|
|
|
0
|
|
|
46.15
|
|
|
3/23/2017
|
|
|
|
|
|
|
|
|
||
|
3/21/2008
|
|
67,515
|
|
|
0
|
|
|
24.85
|
|
|
3/21/2018
|
|
|
|
|
|
|
|
|
||
|
3/25/2011
|
|
55,829
|
|
|
18,609
|
|
|
23.43
|
|
|
3/25/2021
|
|
|
|
|
|
|
|
|
||
|
3/23/2012
|
|
21,686
|
|
|
21,685
|
|
|
39.84
|
|
|
3/23/2022
|
|
|
|
|
|
|
|
|
||
|
3/19/2013
|
|
10,906
|
|
|
32,715
|
|
|
41.67
|
|
|
3/19/2023
|
|
|
|
|
|
|
|
|
||
|
3/28/2014
|
|
0
|
|
|
27,792
|
|
|
58.92
|
|
|
3/28/2024
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,078(2)
|
|
1,218,703
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,492(3)
|
|
861,869
|
|
||||
Gennette
|
3/23/2007
|
|
19,722
|
|
|
0
|
|
|
46.15
|
|
|
3/23/2017
|
|
|
|
|
|
|
|
|
||
|
3/25/2011
|
|
0
|
|
|
18,609
|
|
|
23.43
|
|
|
3/25/2021
|
|
|
|
|
|
|
|
|
||
|
3/23/2012
|
|
21,686
|
|
|
21,685
|
|
|
39.84
|
|
|
3/23/2022
|
|
|
|
|
|
|
|
|
||
|
3/19/2013
|
|
10,906
|
|
|
32,715
|
|
|
41.67
|
|
|
3/19/2023
|
|
|
|
|
|
|
|
|
||
|
3/28/2014
|
|
0
|
|
|
37,755
|
|
|
58.92
|
|
|
3/28/2024
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,078(2)
|
|
1,218,703
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,329(3)
|
|
1,170,857
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,100(4)
|
|
1,603,388
|
|
||||
Adams
|
3/19/2010
|
|
27,140
|
|
|
0
|
|
|
20.89
|
|
|
3/19/2020
|
|
|
|
|
|
|
|
|
||
|
3/25/2011
|
|
55,829
|
|
|
18,609
|
|
|
23.43
|
|
|
3/25/2021
|
|
|
|
|
|
|
|
|
||
|
3/23/2012
|
|
21,686
|
|
|
21,685
|
|
|
39.84
|
|
|
3/23/2022
|
|
|
|
|
|
|
|
|
||
|
3/19/2013
|
|
10,906
|
|
|
32,715
|
|
|
41.67
|
|
|
3/19/2023
|
|
|
|
|
|
|
|
|
||
|
3/28/2014
|
|
0
|
|
|
27,792
|
|
|
58.92
|
|
|
3/28/2024
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,078(2)
|
|
1,218,703
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,492(3)
|
|
861,869
|
|
||||
Sachse
|
3/25/2011
|
|
55,829
|
|
|
18,609
|
|
|
23.43
|
|
|
3/25/2021
|
|
|
|
|
|
|
|
|
||
|
3/23/2012
|
|
21,686
|
|
|
21,685
|
|
|
39.84
|
|
|
3/23/2022
|
|
|
|
|
|
|
|
|
||
|
3/19/2013
|
|
10,906
|
|
|
32,715
|
|
|
41.67
|
|
|
3/19/2023
|
|
|
|
|
|
|
|
|
||
|
3/28/2014
|
|
0
|
|
|
27,792
|
|
|
58.92
|
|
|
3/28/2024
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,078(2)
|
|
1,218,703
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,492(3)
|
|
861,869
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,100(4)
|
|
1,603,388
|
|
Grant Date
|
Vesting Schedule
|
3/24/2006
|
25% on each of 3/24/07, 3/24/08, 3/24/09 and 3/24/10.
|
7/11/2006
|
100% on 7/11/09.
|
3/1/2007
|
100% on 2/28/11.
|
3/23/2007
|
25% on each of 3/23/08, 3/23/09, 3/23/10 and 3/23/11.
|
10/26/2007
|
25% on each of 3/23/08, 3/23/09, 3/23/10 and 3/23/11.
|
3/21/2008
|
25% on each of 3/21/09, 3/21/10, 3/21/11 and 3/21/12.
|
3/20/2009
|
25% on each of 3/20/10, 3/20/11, 3/20/12 and 3/20/13.
|
3/19/2010
|
25% on each of 3/19/11, 3/19/12, 3/19/13 and 3/19/14.
|
3/25/2011
|
25% on each of 3/25/12, 3/25/13, 3/25/14 and 3/25/15.
|
3/23/2012
|
25% on each of 3/23/13, 3/23/14, 3/23/15 and 3/23/16.
|
3/19/2013
|
25% on each of 3/19/14, 3/19/15, 3/19/16 and 3/19/17.
|
3/28/2014
|
25% on each of 3/28/15, 3/28/16, 3/28/17 and 3/28/18.
|
(2)
|
Target number of PRSUs that vest following the conclusion of the three-year (fiscal 2013-2015) performance period, subject to the satisfaction of performance criteria. See the “Restricted Stock and Restricted Stock Units” discussion in the narrative following the 2014 Grants of Plan-Based Awards table.
|
(3)
|
Target number of PRSUs that vest following the conclusion of the three-year (fiscal 2014-2016) performance period, subject to the satisfaction of performance criteria. See the “Restricted Stock and Restricted Stock Units” discussion in the narrative following the 2014 Grants of Plan-Based Awards table and the “Performance-Based Restricted Stock Units” discussion in “Compensation Discussion & Analysis - Fiscal 2014 Compensation and Analysis - Long-term equity compensation.”
|
(4)
|
Time-based restricted stock units that vest on March 23, 2015 following a three-year vesting period.
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
|
Number of Shares
Acquired on Exercise
(#)
|
|
Value Realized
Upon Exercise (1)
($)
|
|
Number of Shares
Acquired on Vesting
(#)
|
|
Value Realized
on Vesting (2)
($)
|
||||
Lundgren
|
|
550,000
|
|
|
17,498,525
|
|
|
115,070
|
|
|
7,332,260
|
|
|
Hoguet
|
|
64,640
|
|
|
2,290,003
|
|
|
19,673
|
|
|
1,253,564
|
|
|
Gennette
|
|
27,895
|
|
|
1,020,551
|
|
|
19,673
|
|
|
1,253,564
|
|
|
Adams
|
|
146,281
|
|
|
5,057,452
|
|
|
19,673
|
|
|
1,253,564
|
|
|
Sachse
|
|
74,876
|
|
|
2,424,238
|
|
|
19,673
|
|
|
1,253,564
|
|
(1)
|
The amounts “realized” from option exercises reflect the appreciation on the date of exercise (based on the excess of the fair market value of the shares on the date of exercise over the exercise price). However, because the Named Executives may keep the shares they acquire upon the exercise of the option (or sell them at different prices), these amounts do not necessarily reflect cash actually realized upon the exercise of those options.
|
(2)
|
The value of the stock awards are presented as of the date of the certification of related performance results, and not as of the date the awards were granted. The PRSUs were valued at $63.72 per share, which was the closing price of our common stock on February 27, 2015, the date that the CMD Committee certified the performance results for the PRSUs. This closing price reflects the 70% increase in our stock price experienced by our shareholders during the three-year performance period for the PRSUs over the closing price of $37.48 on their March 23, 2012 grant date.
|
Name
|
|
|
Plan Name
|
|
Number of Years of
Credited Service
(1) (#)
|
|
Present Value of
Accumulated Benefit
($)
|
|
Lundgren
|
|
CAPP
|
|
32
|
|
365,154
|
|
|
|
|
SERP
|
|
30
|
|
23,321,493
|
|
|
Hoguet
|
|
CAPP
|
|
31
|
|
465,165
|
|
|
|
|
SERP
|
|
30
|
|
5,677,957
|
|
|
Gennette
|
|
CAPP
|
|
30
|
|
428,232
|
|
|
|
|
SERP
|
|
30
|
|
4,276,847
|
|
|
Adams
|
|
CAPP
|
|
31
|
|
435,564
|
|
|
|
|
SERP
|
|
30
|
|
6,494,774
|
|
|
Sachse
|
|
CAPP
|
|
30
|
|
408,727
|
|
|
|
|
SERP
|
|
30
|
|
5,328,481
|
|
•
|
an opening cash balance for participants in the plan at December 31, 1996, equal to the lump sum present value, using stated actuarial assumptions, of the participant's accrued normal retirement benefit earned at December 31, 1996, under the applicable predecessor pension plan;
|
•
|
pay credits (credited annually, a percentage of eligible compensation generally based on length of service); and
|
•
|
interest credits (credited quarterly, based on the 30-Year Treasury Bond rate for the November prior to each calendar year, with a guaranteed minimum rate of 5.25% annually).
|
Name
|
|
|
Plan
Name
|
|
Executive
Contributions
in last FY (1)
($)
|
|
Registrant
Contributions
in last FY (2)
($)
|
|
Aggregate
Earnings
in
last
FY (3)
($)
|
|
Aggregate
Withdrawals/
Distributions
($)
|
|
Aggregate
Balance
at Last
FYE(4)
($)
|
|
Lundgren
|
|
EDCP
|
|
0
|
|
0
|
|
|
0
|
|
0
|
|
0
|
|
|
|
DCP
|
|
2,553,913
|
|
111,657
|
|
|
364
|
|
0
|
|
2,685,935
|
|
Hoguet
|
|
EDCP
|
|
0
|
|
0
|
|
|
0
|
|
0
|
|
0
|
|
|
|
DCP
|
|
97,802
|
|
37,823
|
|
|
291
|
|
0
|
|
141,020
|
|
Gennette
|
|
EDCP
|
|
0
|
|
0
|
|
|
747
|
|
0
|
|
42,741
|
|
|
|
DCP
|
|
68,667
|
|
39,135
|
|
|
1,500
|
|
0
|
|
115,135
|
|
Adams
|
|
EDCP
|
|
0
|
|
0
|
|
|
27,389
|
|
0
|
|
1,575,595
|
|
|
|
DCP
|
|
129,593
|
|
35,971
|
|
|
2,484
|
|
0
|
|
173,681
|
|
Sachse
|
|
EDCP
|
|
0
|
|
0
|
|
|
0
|
|
0
|
|
0
|
|
|
|
|
DCP
|
|
71,667
|
|
37,823
|
|
|
1,417
|
|
0
|
|
116,740
|
(1)
|
The amounts in this column are reported as compensation for fiscal 2014 in the Salary and/or Non-Equity Incentive Plan Compensation columns of the 2014 Summary Compensation Table.
|
(2)
|
The amounts in this column associated with the DCP represent the Company's matching contributions and is included in the 2014 Summary Compensation Table under the "All Other Compensation" column for fiscal 2014. These amounts will be credited to the participants' accounts in March 2015.
|
(3)
|
These amounts are not included in the 2014 Summary Compensation Table.
|
(4)
|
A portion of the compensation deferred by Mr. Adams and Mr. Gennette under the EDCP is deferred as stock credits and a portion is deferred as cash credits. The portion of the aggregate balance that is attributable to their contributions under the EDCP was deferred in years prior to those reported in the 2014 Summary Compensation Table. Of the aggregate balances attributable to the DCP, the following amounts were reported as compensation to such Named Executives in the proxy statement for the annual meeting of shareholders held in May 2014: Mr. Lundgren, $20,000; Mrs. Hoguet, $5,104; Mr. Gennette, $5,833; Mr. Adams, $5,633; and Mr. Sachse, $5,833.
|
•
|
a cash severance payment (generally paid in the form of a lump sum) that will be equal to two times the sum of:
|
•
|
his or her base pay (at the higher of the rate in effect at the change in control or the rate in effect at termination) and
|
•
|
the average annual incentive award (if any) received for the three full fiscal years preceding the change in control; plus
|
•
|
a lump sum payment of an annual incentive award for the year of termination, at target, prorated to the date of termination (this feature applies to all executives in the Incentive Plan); plus
|
•
|
release of any restrictions on restricted stock or restricted stock units, including performance-based awards, upon termination following the change in control; plus
|
•
|
acceleration of any unvested stock options upon termination following the change in control (this feature applies to all participants with stock options granted under the 2009 Omnibus Plan in fiscal 2010 and thereafter) or upon the change in control (this feature applies to all participants with stock options granted under the 1995 Equity Plan or the 1994 Stock Plan prior to fiscal 2010); plus
|
•
|
a lump sum payment of all deferred compensation (this feature applies to all participants in the deferred compensation plans); plus
|
•
|
payment of all retirement, supplementary retirement and 401(k) benefits upon termination or retirement in accordance with any previously selected distribution schedule (this feature applies to all participants in the retirement, supplementary retirement and 401(k) plans); plus
|
•
|
a retiree discount for life if at least 55 years of age with 15 years of vesting service at termination (this feature applies generally to all associates).
|
•
|
a person has become the beneficial owner of securities representing 30% or more of our combined voting power; or
|
•
|
individuals who, on the effective date of the CIC Plan, constitute our directors or whose election as a director after such effective date was approved by at least two-thirds of the directors as of the effective date cease for any reason to constitute at least a majority of the Board; or
|
•
|
consummation of a reorganization, merger or consolidate or sale or other disposition of all or substantially all of our assets and, as a result of or immediately following such merger, consolidation, reorganization, sale or transfer, less than a majority of the voting power of the other corporation immediately after the transaction is held in the aggregate by the holders of the voting stock of Macy's immediately prior to the transaction; or
|
•
|
shareholders approve a complete liquidation or dissolution of the Company.
|
•
|
a material diminution in the executive's base compensation; or
|
•
|
a material diminution in the executive's authority, duties or responsibilities; or
|
•
|
a material change in the geographic location at which the executive must perform services to the Company; or
|
•
|
any other action or inaction that constitutes a material breach by us of an agreement under which the executive provides services.
|
•
|
the executive's employment terminated
January 31, 2015
;
|
•
|
the executive's salary continues as it existed on
January 31, 2015
;
|
•
|
the CIC Plan applies; and
|
•
|
the stock price for our common stock is $63.88 per share (the closing price for Macy's stock on the last business day of fiscal
2014
).
|
Lundgren
|
|
Voluntary
|
|
Involuntary Without Cause
|
|
Involuntary With Cause
|
|
After Change in Control
|
|
Death
|
|
Disability
|
||||||
Severance and accelerated benefits
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash severance benefit (2 x salary plus annual incentive calculated per the CIC Plan)
|
0
|
|
|
0
|
|
|
0
|
|
|
9,108,333
|
|
|
0
|
|
|
0
|
|
|
Additional cash severance for non-compete (1 x salary plus annual incentive calculated under CIC Plan)
|
0
|
|
|
0
|
|
|
0
|
|
|
4,554,167
|
|
|
0
|
|
|
0
|
|
|
ESP cash severance benefit
|
0
|
|
|
7,200,000
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
Equity based incentive awards
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
a. Vesting of unvested stock options (1)
|
0
|
|
|
0
|
|
|
0
|
|
|
12,556,888
|
|
|
12,556,888
|
|
|
12,556,888
|
|
|
b. Vesting of Performance RSUs
|
6,533,583
|
|
|
6,533,583
|
|
|
0
|
|
|
12,472,314
|
|
|
6,533,583
|
|
|
6,533,583
|
|
|
Total of severance and accelerated benefits:
|
6,533,583
|
|
|
13,733,583
|
|
|
0
|
|
|
38,691,702
|
|
|
19,090,471
|
|
|
19,090,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Previously vested equity and benefits
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Previously vested stock options
|
85,926,107
|
|
|
85,926,107
|
|
|
0
|
|
|
85,926,107
|
|
|
85,926,107
|
|
|
85,926,107
|
|
|
Non-equity based incentive award (2014 annual incentive)
|
0
|
|
|
2,556,200
|
|
|
0
|
|
|
2,556,200
|
|
|
2,556,200
|
|
|
2,556,200
|
|
|
Vested CAPP benefit
|
365,154
|
|
|
365,154
|
|
|
365,154
|
|
|
365,154
|
|
|
365,154
|
|
|
365,154
|
|
|
Vested 401(k) plan balance
|
604,451
|
|
|
604,451
|
|
|
604,451
|
|
|
604,451
|
|
|
604,451
|
|
|
604,451
|
|
|
Vested SERP benefit
|
23,321,493
|
|
|
23,321,493
|
|
|
23,321,493
|
|
|
23,321,493
|
|
|
23,321,493
|
|
|
23,321,493
|
|
|
Post-retirement medical/life benefits
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
Deferred compensation balance previously vested
|
2,685,935
|
|
|
2,685,935
|
|
|
2,685,935
|
|
|
2,685,935
|
|
|
2,685,935
|
|
|
2,685,935
|
|
|
Total of previously vested equity and benefits:
|
112,903,140
|
|
|
115,459,340
|
|
|
26,977,033
|
|
|
115,459,340
|
|
|
115,459,340
|
|
|
115,459,340
|
|
|
Full "Walk-Away" Value:
|
119,436,723
|
|
|
129,192,923
|
|
|
26,977,033
|
|
|
154,151,042
|
|
|
134,549,811
|
|
|
134,549,811
|
|
(1)
|
Because Mr. Lundgren is over age 62, his unvested stock options would continue to vest following a voluntary termination or an involuntary termination without cause pursuant to the retirement provisions of his stock option agreements.
|
Hoguet
|
|
Voluntary
|
|
Involuntary
Without
Cause
|
|
Involuntary
With
Cause
|
|
After
Change in
Control
|
|
Death
|
|
Disability
|
||||||
Severance and accelerated benefits
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash severance benefit (2 x salary plus annual incentive calculated per the CIC Plan)
|
0
|
|
|
0
|
|
|
0
|
|
|
3,330,400
|
|
|
0
|
|
|
0
|
|
|
Additional cash severance for non-compete (1x salary plus annual incentive calculated per CIC Plan)
|
0
|
|
|
0
|
|
|
0
|
|
|
1,665,200
|
|
|
0
|
|
|
0
|
|
|
ESP cash severance benefit
|
0
|
|
|
1,800,000
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
Equity based incentive awards
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
a. Vesting of unvested stock options
|
0
|
|
|
0
|
|
|
0
|
|
|
2,138,490
|
|
|
2,138,490
|
|
|
2,138,490
|
|
|
b. Vesting of Performance RSUs
|
0
|
|
|
0
|
|
|
0
|
|
|
2,080,572
|
|
|
1,099,758
|
|
|
1,099,758
|
|
|
Total of severance and accelerated benefits:
|
0
|
|
|
1,800,000
|
|
|
0
|
|
|
9,214,662
|
|
|
3,238,248
|
|
|
3,238,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Previously vested equity and benefits
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Previously vested stock options
|
10,676,591
|
|
|
10,676,591
|
|
|
0
|
|
|
10,676,591
|
|
|
10,676,591
|
|
|
10,676,591
|
|
|
Non-equity based incentive award (2014 annual incentive)
|
0
|
|
|
634,900
|
|
|
0
|
|
|
634,900
|
|
|
634,900
|
|
|
634,900
|
|
|
Vested CAPP benefit
|
465,165
|
|
|
465,165
|
|
|
465,165
|
|
|
465,165
|
|
|
465,165
|
|
|
465,165
|
|
|
Vested 401(k) plan balance
|
1,025,763
|
|
|
1,025,763
|
|
|
1,025,763
|
|
|
1,025,763
|
|
|
1,025,763
|
|
|
1,025,763
|
|
|
Vested SERP benefit
|
5,677,957
|
|
|
5,677,957
|
|
|
5,677,957
|
|
|
5,677,957
|
|
|
5,677,957
|
|
|
5,677,957
|
|
|
Post-retirement medical/life benefits
|
212,413
|
|
|
212,413
|
|
|
212,413
|
|
|
212,413
|
|
|
212,413
|
|
|
212,413
|
|
|
Deferred compensation balance previously vested
|
141,020
|
|
|
141,020
|
|
|
141,020
|
|
|
141,020
|
|
|
141,020
|
|
|
141,020
|
|
|
Total of previously vested equity and benefits:
|
18,198,909
|
|
|
18,833,809
|
|
|
7,522,318
|
|
|
18,833,809
|
|
|
18,833,809
|
|
|
18,833,809
|
|
|
Full "Walk-Away" Value:
|
18,198,909
|
|
|
20,633,809
|
|
|
7,522,318
|
|
|
28,048,471
|
|
|
22,072,057
|
|
|
22,072,057
|
|
Gennette
|
|
Voluntary
|
|
Involuntary
Without Cause |
|
Involuntary
With Cause |
|
After
Change in Control |
|
Death
|
|
Disability
|
||||||
Severance and accelerated benefits
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash severance benefit (2 x salary plus annual incentive calculated per the CIC Plan)
|
0
|
|
|
0
|
|
|
0
|
|
|
3,392,000
|
|
|
0
|
|
|
0
|
|
|
Additional cash severance for non-compete (1x salary plus annual incentive calculated per CIC Plan)
|
0
|
|
|
0
|
|
|
0
|
|
|
1,696,000
|
|
|
0
|
|
|
0
|
|
|
ESP cash severance benefit
|
0
|
|
|
1,900,000
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
Equity based incentive awards
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
a. Vesting of unvested stock options
|
0
|
|
|
0
|
|
|
0
|
|
|
2,187,906
|
|
|
2,187,906
|
|
|
2,187,906
|
|
|
b. Vesting of time-based RSUs
|
0
|
|
|
0
|
|
|
0
|
|
|
1,603,388
|
|
|
1,603,388
|
|
|
1,603,388
|
|
|
c. Vesting of Performance RSUs
|
0
|
|
|
0
|
|
|
0
|
|
|
2,389,559
|
|
|
1,202,754
|
|
|
1,202,754
|
|
|
Total of severance and accelerated benefits:
|
0
|
|
|
1,900,000
|
|
|
0
|
|
|
11,268,853
|
|
|
4,994,048
|
|
|
4,994,048
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Previously vested equity and benefits
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Previously vested stock options
|
1,113,225
|
|
|
1,113,225
|
|
|
0
|
|
|
1,113,225
|
|
|
1,113,225
|
|
|
1,113,225
|
|
|
Non-equity based incentive award (2014 annual incentive)
|
0
|
|
|
892,900
|
|
|
0
|
|
|
892,900
|
|
|
892,900
|
|
|
892,900
|
|
|
Vested CAPP benefit
|
428,232
|
|
|
428,232
|
|
|
428,232
|
|
|
428,232
|
|
|
428,232
|
|
|
428,232
|
|
|
Vested 401(k) plan balance
|
562,536
|
|
|
562,536
|
|
|
562,536
|
|
|
562,536
|
|
|
562,536
|
|
|
562,536
|
|
|
Vested SERP benefit
|
4,276,847
|
|
|
4,276,847
|
|
|
4,276,847
|
|
|
4,276,847
|
|
|
4,276,847
|
|
|
4,276,847
|
|
|
Post-retirement medical/life benefits
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
Deferred compensation balance, previously vested
|
157,876
|
|
|
157,876
|
|
|
157,876
|
|
|
157,876
|
|
|
157,876
|
|
|
157,876
|
|
|
Total of previously vested equity and benefits:
|
6,538,716
|
|
|
7,431,616
|
|
|
5,425,491
|
|
|
7,431,616
|
|
|
7,431,616
|
|
|
7,431,616
|
|
|
Full "Walk-Away" Value:
|
6,538,716
|
|
|
9,331,616
|
|
|
5,425,491
|
|
|
18,700,469
|
|
|
12,425,664
|
|
|
12,425,664
|
|
Adams
|
|
Voluntary
|
|
Involuntary
Without
Cause
|
|
Involuntary
With
Cause
|
|
After
Change in
Control
|
|
Death
|
|
Disability
|
||||||
Severance and accelerated benefits
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash severance benefit (2 x salary plus annual incentive calculated per the CIC Plan)
|
0
|
|
|
0
|
|
|
0
|
|
|
3,232,200
|
|
|
0
|
|
|
0
|
|
|
Additional cash severance for non-compete (1x salary plus annual incentive calculated per CIC Plan)
|
0
|
|
|
0
|
|
|
0
|
|
|
1,616,100
|
|
|
0
|
|
|
0
|
|
|
ESP cash severance benefit
|
0
|
|
|
1,720,000
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
Equity based incentive awards
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
a. Vesting of unvested stock options
|
0
|
|
|
0
|
|
|
0
|
|
|
2,138,490
|
|
|
2,138,490
|
|
|
2,138,490
|
|
|
b. Vesting of Performance RSUs
|
0
|
|
|
0
|
|
|
0
|
|
|
2,080,572
|
|
|
1,099,758
|
|
|
1,099,758
|
|
|
Total of severance and accelerated benefits:
|
0
|
|
|
1,720,000
|
|
|
0
|
|
|
9,067,362
|
|
|
3,238,248
|
|
|
3,238,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Previously vested equity and benefits
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Previously vested stock options
|
4,188,585
|
|
|
4,188,585
|
|
|
0
|
|
|
4,188,585
|
|
|
4,188,585
|
|
|
4,188,585
|
|
|
Non-equity based incentive award (2014 annual incentive)
|
0
|
|
|
606,600
|
|
|
0
|
|
|
606,600
|
|
|
606,600
|
|
|
606,600
|
|
|
Vested CAPP benefit
|
435,564
|
|
|
435,564
|
|
|
435,564
|
|
|
435,564
|
|
|
435,564
|
|
|
435,564
|
|
|
Vested 401(k) plan balance
|
748,608
|
|
|
748,608
|
|
|
748,608
|
|
|
748,608
|
|
|
748,608
|
|
|
748,608
|
|
|
Vested SERP benefit
|
6,494,774
|
|
|
6,494,774
|
|
|
6,494,774
|
|
|
6,494,774
|
|
|
6,494,774
|
|
|
6,494,774
|
|
|
Post-retirement medical/life benefits
|
201,457
|
|
|
201,457
|
|
|
201,457
|
|
|
201,457
|
|
|
201,457
|
|
|
201,457
|
|
|
Deferred compensation balance previously vested
|
1,749,276
|
|
|
1,749,276
|
|
|
1,749,276
|
|
|
1,749,276
|
|
|
1,749,276
|
|
|
1,749,276
|
|
|
Total of previously vested equity and benefits:
|
13,818,264
|
|
|
14,424,864
|
|
|
9,629,679
|
|
|
14,424,864
|
|
|
14,424,864
|
|
|
14,424,864
|
|
|
Full "Walk-Away" Value:
|
13,818,264
|
|
|
16,144,864
|
|
|
9,629,679
|
|
|
23,492,226
|
|
|
17,663,112
|
|
|
17,663,112
|
|
Sachse
|
|
Voluntary
|
|
Involuntary
Without
Cause
|
|
Involuntary
With
Cause
|
|
After
Change in
Control
|
|
Death
|
|
Disability
|
||||||
Severance and accelerated benefits
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash severance benefit (2 x salary plus annual incentive calculated per the CIC Plan)
|
0
|
|
|
0
|
|
|
0
|
|
|
3,313,933
|
|
|
0
|
|
|
0
|
|
|
Additional cash severance for non-compete (1x salary plus annual incentive calculated per CIC Plan)
|
0
|
|
|
0
|
|
|
0
|
|
|
1,656,967
|
|
|
0
|
|
|
0
|
|
|
ESP cash severance benefit
|
0
|
|
|
1,800,000
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
Equity based incentive awards
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
a. Vesting of unvested stock options
|
0
|
|
|
0
|
|
|
0
|
|
|
2,138,490
|
|
|
2,138,490
|
|
|
2,138,490
|
|
|
b. Vesting of time-based RSUs
|
0
|
|
|
0
|
|
|
0
|
|
|
1,603,388
|
|
|
1,603,388
|
|
|
1,603,388
|
|
|
c. Vesting of Performance RSUs
|
0
|
|
|
0
|
|
|
0
|
|
|
2,080,572
|
|
|
1,099,758
|
|
|
1,099,758
|
|
|
Total of severance and accelerated benefits:
|
0
|
|
|
1,800,000
|
|
|
0
|
|
|
10,793,350
|
|
|
4,841,636
|
|
|
4,841,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Previously vested equity and benefits
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Previously vested stock options
|
3,021,837
|
|
|
3,021,837
|
|
|
0
|
|
|
3,021,837
|
|
|
3,021,837
|
|
|
3,021,837
|
|
|
Non-equity based incentive award (2014 annual incentive)
|
0
|
|
|
634,900
|
|
|
0
|
|
|
634,900
|
|
|
634,900
|
|
|
634,900
|
|
|
Vested CAPP benefit
|
408,727
|
|
|
408,727
|
|
|
408,727
|
|
|
408,727
|
|
|
408,727
|
|
|
408,727
|
|
|
Vested 401(k) plan balance
|
753,017
|
|
|
753,017
|
|
|
753,017
|
|
|
753,017
|
|
|
753,017
|
|
|
753,017
|
|
|
Vested SERP benefit
|
5,328,481
|
|
|
5,328,481
|
|
|
5,328,481
|
|
|
5,328,481
|
|
|
5,328,481
|
|
|
5,328,481
|
|
|
Post-retirement medical/life benefits
|
218,275
|
|
|
218,275
|
|
|
218,275
|
|
|
218,275
|
|
|
218,275
|
|
|
218,275
|
|
|
Deferred compensation balance previously vested
|
116,740
|
|
|
116,740
|
|
|
116,740
|
|
|
116,740
|
|
|
116,740
|
|
|
116,740
|
|
|
Total of previously vested equity and benefits:
|
9,847,077
|
|
|
10,481,977
|
|
|
6,825,240
|
|
|
10,481,977
|
|
|
10,481,977
|
|
|
10,481,977
|
|
|
Full "Walk-Away" Value:
|
9,847,077
|
|
|
12,281,977
|
|
|
6,825,240
|
|
|
21,275,327
|
|
|
15,323,613
|
|
|
15,323,613
|
|
|
PLEASE CAST YOUR VOTE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED
PROXY CARD. IF YOU CHOOSE TO CAST YOUR VOTE BY COMPLETING THE
ENCLOSED PROXY CARD, PLEASE RETURN IT PROMPTLY IN THE
ENCLOSED ADDRESSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
|
I.
|
Authority to Approve Non-Audit Services
|
II.
|
Disclosure of Permitted Non-Audit Services in Outside Auditor's Engagement Letter
|
•
|
Whether the service is being performed principally for the Audit Committee;
|
•
|
The effects of the service, if any, on audit effectiveness or on the quality and timeliness of Macy's financial reporting process;
|
•
|
Whether the service would be performed by specialists (e.g., technology specialists) who ordinarily also provide recurring audit support;
|
•
|
Whether the service would be performed by outside audit personnel and, if so, whether it will enhance their knowledge of Macy's business and operations;
|
•
|
Whether the role of those performing the service (e.g., a role where neutrality, impartiality and auditor skepticism are likely to be subverted) would be inconsistent with the outside auditor's role;
|
•
|
Whether the outside audit firm's personnel would be assuming a management role or creating a mutuality of interest with Macy's management;
|
•
|
Whether the outside auditors, in effect, would be auditing their own numbers;
|
•
|
Whether the project must be started and completed very quickly;
|
•
|
Whether the outside audit firm has unique expertise in the service;
|
•
|
Whether the service entails the outside auditor serving in an advocacy role for Macy's; and
|
•
|
The size of the fee(s) for the non-audit service(s).
|
III.
|
Annual Assessment of Policy
|
|
|
|
![]() |
|
VOTE BY INTERNET -
www.proxyvote.com
Use the Internet to transmit your voting instructions and to sign up for electronic delivery of information up until 11:59 P.M. Eastern Time on May 14, 2015. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
|
|
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by Macy’s, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.
|
|
|
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 14, 2015. Have your proxy card in hand when you call and then follow the instructions.
|
|
|
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Macy’s, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy card must be received prior to 11:59 P.M. Eastern Time on May 14, 2015.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
||
M83987-P62217 KEEP THIS PORTION FOR YOUR RECORDS
|
||
DETACH AND RETURN THIS PORTION ONLY
|
||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
MACY’S, INC.
|
|
|
|
|
|
|
||||||||
The Board of Directors Recommends a Vote “For”
the Following Nominees:
|
|
|||||||||||||
|
|
|
||||||||||||
|
1.
|
ELECTION OF DIRECTORS
|
For
|
Against
|
Abstain
|
|
|
|
|
|
|
|||
|
|
1a. Stephen F. Bollenbach
1b. John A. Bryant
1c. Deirdre P. Connelly
1d. Meyer Feldberg
1e. Leslie D. Hale
1f. Sara Levinson
1g. Terry J. Lundgren
1h. Joseph Neubauer
1i. Joyce M. Rochè
1j. Paul C. Varga
1k. Craig E. Weatherup
|
o
o
o
o
o
o
o
o
o
o
o
|
o
o
o
o
o
o
o
o
o
o
o
|
o
o
o
o
o
o
o
o
o
o
o
|
|
|
|
For
|
Against
|
Abstain
|
|||
|
|
|
|
1l. Marna C. Whittington
1m. Annie Young-Scrivner
The Board of Directors Recommends a Vote "For" Item 2.
2. The proposed ratification of the appointment of KPMG LLP as Macy’s independent registered public accounting firm for the fiscal year ending January 30, 2016.
|
o
o
o
|
o
o
o
|
o
o
o
|
|||||||
|
|
|
|
The Board of Directors Recommends a Vote “For” Item 3.
|
|
|
|
|||||||
|
|
|
|
3. Advisory vote to approve named executive officer compensation.
|
o
|
o
|
o
|
|||||||
|
|
|
|
NOTE
: At their discretion, the proxies are authorized to vote upon such other business that may properly come before the meeting or any adjournment or adjournments thereof.
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Shareholder(s).
If no direction is made, and this proxy is returned, this proxy will be voted FOR all Nominees and FOR Items 2 and 3.
If any other matters properly come before the meeting, the person(s) named in this proxy will vote in their discretion.
|
|||||||
|
|
|
|
|
||||||||||
|
For address changes and/or comments, please check this box and write them on the back where indicated.
|
o
|
|
For purposes of the 2015 Annual Meeting, proxies will be held in confidence (subject to certain exceptions as set forth in the Proxy Statement) unless the undersigned checks the box to the left and provides comments where indicated on the reverse side. This proxy is governed by the laws of the State of Delaware.
|
||||||||||
|
|
|
|
|
||||||||||
|
Please sign your name exactly as it appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer.
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
|
Signature (Joint Owners)
|
|
Date
|
|
MACY’S, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
May 15, 2015
The undersigned Shareholder(s) hereby appoint(s) Meyer Feldberg and Marna C. Whittington, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Macy’s, Inc. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 11:00 a.m. Eastern Time on May 15, 2015, at the Macy’s, Inc. corporate offices located at 7 West 7
th
Street, Cincinnati, Ohio 45202, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, AND THIS PROXY IS RETURNED, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES FOR THE BOARD OF DIRECTORS LISTED IN ITEM 1 ON THE REVERSE SIDE AND “FOR” ITEMS 2 AND 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE
|
|||||||
|
Address Changes/Comments:
_____________________________________________________________________________________________________________________________________________________________
|
|
|||||
|
|
|
|||||
|
_______________________________________________________________________________________________
|
|
|||||
|
|
|
|||||
|
|
|
|||||
|
|
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
|
|
|
|
|
|
![]() |
|
VOTE BY INTERNET -
www.proxyvote.com
Use the Internet to transmit your voting instructions and to sign up for electronic delivery of information up until 11:59 P.M. Eastern Time on May 13, 2015. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
|
|
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by Macy’s, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.
|
|
|
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 13, 2015. Have your proxy card in hand when you call and then follow the instructions.
|
|
|
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Macy’s, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy card must be received prior to 11:59 P.M. Eastern Time on May 13, 2015.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
||
M83985-Z65037 KEEP THIS PORTION FOR YOUR RECORDS
|
||
DETACH AND RETURN THIS PORTION ONLY
|
||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
MACY’S, INC.
|
|
|
|
|
|
|
||||||||
The Board of Directors Recommends a Vote “For”
the Following Nominees:
|
|
|||||||||||||
|
|
|
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ELECTION OF DIRECTORS
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Abstain
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1a. Stephen F. Bollenbach
1b. John A. Bryant
1c. Deirdre P. Connelly
1d. Meyer Feldberg
1e. Leslie D. Hale
1f. Sara Levinson
1g. Terry J. Lundgren
1h. Joseph Neubauer
1i. Joyce M. Rochè
1j. Paul C. Varga
1k. Craig E. Weatherup
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1l. Marna C. Whittington
1m. Annie Young-Scrivner
The Board of Directors Recommends a Vote “For” Item 2.
2. The proposed ratification of the appointment of KPMG LLP as Macy’s independent registered public accounting firm for the fiscal year ending January 30, 2016.
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The Board of Directors Recommends a Vote “For” Item 3.
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3. Advisory vote to approve named executive officer compensation.
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NOTE:
At their discretion, the proxies are authorized to vote upon such other business that may properly come before the meeting or any adjournment or adjournments thereof.
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The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Shareholder(s).
If no direction is made, and this proxy is returned, this proxy will be voted FOR all Nominees and FOR Items 2 and 3.
If any other matters properly come before the meeting, the person(s) named in this proxy will vote in their discretion.
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For address changes and/or comments, please check this box and write them on the back where indicated.
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For purposes of the 2015 Annual Meeting, proxies will be held in confidence (subject to certain exceptions as set forth in the Proxy Statement) unless the undersigned checks the box to the left and provides comments where indicated on the reverse side. This proxy is governed by the laws of the State of Delaware.
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Please sign your name exactly as it appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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MACY’S, INC.
To: J.P. Morgan Chase Bank, as Trustee for the Macy’s, Inc. 401(k) Retirement Investment Plan.
ANNUAL MEETING OF SHAREHOLDERS
May 15, 2015
I acknowledge receipt of the Letter to Shareholders, the Notice of Annual Meeting of Shareholders of Macy’s, Inc. to be held on May 15, 2015, and the related Proxy Instructions.
As to my proportional interest in any stock of Macy’s, Inc. registered in your name, you are directed as indicated on the reverse side as to the matters listed in the form of Proxy solicited by the Board of Directors of Macy’s, Inc. I understand that if I sign this instruction card on the other side and return it without otherwise indicating my voting instructions, it will be understood that I wish my proportional interest in the shares to be voted by you in accordance with the recommendations of the Board of Directors of Macy’s, Inc. as to Items 1, 2 and 3. If my voting instructions are not received by 11:59 p.m. Eastern Time on May 13, 2015, I understand that you will vote my proportional interest in the same ratio as you vote the proportional interest for which you receive instructions from other plan participants.
If any such stock is registered in the name of your nominee, the authority and directions herein shall extend to such nominee.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, AND THIS PROXY IS RETURNED, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES FOR THE BOARD OF DIRECTORS LISTED IN ITEM 1 ON THE REVERSE SIDE AND “FOR” ITEMS 2 AND 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE
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Address Changes/Comments: _______________________________________________
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___________________________________________________________________________________
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(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
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