SCHEDULE 14A INFORMATION

2y ago
19 Views
2 Downloads
1,013.04 KB
83 Pages
Last View : 1m ago
Last Download : 2m ago
Upload by : Javier Atchley
Transcription

SCHEDULE 14A INFORMATIONProxy Statement Pursuant to Section 14(a) of theSecurities Exchange Act of 1934Filed by the Registrant þFiled by a Party other than the Registrant Check the appropriate box:Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy StatementDefinitive Additional MaterialsSoliciting Material Pursuant to §240.14a-12Macy's, Inc.(Name of Registrant as Specified In Its Charter)(Name of Person(s) Filing Proxy Statement if Other than the Registrant)Payment of Filing Fee (Check the appropriate box):ýNo feerequired Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 011.1)Title of each class of securities to which transactionapplies:2)Aggregate number of securities to which transactionapplies:3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount onwhich the filing fee is calculated and state how it was determined):4)Proposed maximum aggregate value oftransaction:5)Total feepaid: Fee paid previously with preliminarymaterials 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 offsettingfee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of itsfiling.1)Amount PreviouslyPaid:2)Form, Schedule or Registration StatementNo.:3)FilingParty:4)DateFiled:

MACY'S, INC.7 West Seventh Street, Cincinnati, Ohio 45202and151 West 34 th Street, New York, New York 10001April 1, 2015To the Shareholders:I invite you to join me, our Board of Directors, senior management team and your fellow shareholders at Macy's 2015 annual meetingof shareholders. We are holding the annual meeting on Friday, May 15, 2015, at 11:00 a.m., Eastern Time, at Macy's offices located at 7West Seventh Street, Cincinnati, Ohio 45202. We are enclosing the official notice of meeting, proxy statement and form of proxy with thisletter. The matters listed in the notice of meeting are described in the proxy statement.This year we are pleased to save costs and help protect the environment by using the "Notice and Access" method of delivery ofproxy materials. Instead of receiving paper copies of our proxy materials, many shareholders this year will receive a Notice Regarding theAvailability of Proxy Materials, which provides an Internet website address where shareholders can access electronic copies of the proxystatement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2015 and vote their shares. This website also hasinstructions for voting by phone and for requesting paper copies of the proxy materials and proxy card.Your vote is important and we want your shares to be represented at the meeting. Regardless of whether you plan to attend the annualmeeting, we hope you will vote as soon as possible. Accordingly, we encourage you to read the proxy statement and cast your votepromptly. You may vote by telephone or over the Internet, or by completing, signing, dating and returning the enclosed proxy card orvoting instruction card if you requested or received printed proxy materials.We appreciate your continued confidence in and support of Macy's, Inc.Sincerely,TERRY J. LUNDGRENChairman of the Board and ChiefExecutive OfficerWHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,PLEASE CAST YOUR VOTE PROMPTLY.

MACY'S, INC.NOTICE OF ANNUAL MEETING OF SHAREHOLDERSMay 15, 201511:00 a.m. (Eastern Time)Macy's, Inc. Corporate Office7 West Seventh StreetCincinnati, Ohio 45202Items of Business1. Elect 13 members of Macy's board ofdirectors;2. Ratify the appointment of KPMG LLP as Macy's independent registered public accounting firm for the fiscal year endingJanuary 30, 2016;3. Cast an advisory vote to approve the compensation of our named executive officers;and4. Conduct any other business as may properly come before the meeting or any postponement or adjournment of themeeting.Record Date March 20, 2015Proxy Voting Whether or not you plan to attend the meeting, please vote as soon as possible. As an alternative to voting in person at themeeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxycard. If your shares are held in street name by a broker, bank or other nominee, and you decide to attend and vote your shares at themeeting, you must first obtain a signed and properly executed proxy from your bank, broker or other nominee to vote your shares held instreet name at the meeting.Board Recommendations The Board of Directors recommends that you vote FOR each of the director nominees and FOR Items 2 and3.By Order of the Board of Directors,DENNIS J. BRODERICKSecretaryApril 1, 2015IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THEANNUAL 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 areavailable at www.proxyvote.com and www.macysinc.com.

MACY'S, INC.7 West Seventh Street, Cincinnati, Ohio 45202and151 West 34 th Street, New York, New York 10001PROXY STATEMENTMacy's board of directors (the "Board") has made available to you the Notice of Annual Meeting of Shareholders, this proxystatement, our Annual Report on Form 10-K for the fiscal year ended January 31, 2015 and a proxy card or voting instruction card(collectively, the "Proxy Solicitation Materials") either on the Internet or by mail in connection with the 2015 annual meeting of Macy'sshareholders. The meeting will be held at 11:00 a.m., Eastern Time, on Friday, May 15, 2015, at our offices located at 7 West SeventhStreet, Cincinnati, Ohio 45202. This proxy statement describes the matters on which you are asked to vote and provides information aboutthose matters so that you can make an informed decision. The proxies we receive will be used at the meeting and at any postponements oradjournments of the meeting for the purposes set forth in the accompanying notice of meeting. The Proxy Solicitation Materials are beingmailed to, or can be accessed online by, shareholders on or about April 1, 2015.TABLE OF CONTENTSPROXY STATEMENT SUMMARYGENERALSTOCK OWNERSHIPITEM 1. ELECTION OF DIRECTORSFURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORSITEM 2. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMITEM 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATIONCOMPENSATION DISCUSSION & ANALYSISCOMPENSATION COMMITTEE REPORTCOMPENSATION OF THE NAMED EXECUTIVES FOR 2014SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCECOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONPOLICY ON RELATED PERSON TRANSACTIONSREPORT OF THE AUDIT COMMITTEESUBMISSION OF FUTURE SHAREHOLDER PROPOSALSOTHER MATTERSAPPENDIX A. POLICY AND PROCEDURES FOR PRE-APPROVAL OF NON-AUDIT SERVICES BYOUTSIDE AUDITORS1291214213536375757727273737474A-1

PROXY STATEMENT SUMMARYThis summary highlights information contained elsewhere in our proxy statement. This summary does not contain all of theinformation you should consider. You should read the entire proxy statement carefully before voting.ANNUAL MEETING OF SHAREHOLDERSTime and date:Place:Record date:How to vote:Common shares outstanding as of record date:11:00 a.m., Eastern Time, on May 15,2015Macy's, Inc., 7 West Seventh Street, Cincinnati, OH45202March 20,2015In general, you may vote either in person at the annual meeting or by telephone, theInternet, or mail.341,599,642sharesVOTING MATTERSProposalBoard Voting RecommendationPageFOR EACH NOMINEE14Item 1.Election of 13 directorsItem 2.Ratification of KPMG LLP as our independent registered public accounting firm forfiscal 2015FOR35Item 3.Advisory vote to approve our named executive officer compensationFOR36CORPORATE GOVERNANCE HIGHLIGHTSWe believe that good governance is integral to achieving long-term shareholder value. We are committed to governance policies andpractices that serve the interests of the Company and its shareholders. The Board of Directors monitors developments in governance bestpractices to assure that it continues to meet its commitment to thoughtful and independent representation of shareholder interests. Thefollowing table summarizes certain corporate governance matters:PagePageü Confidential Voting Policy9ü Annual Board and Committee Evaluationsü Single Voting Class9ü Diverse Board in Terms of Gender, Ethnicity,Experience and Skillsü Annual Election of All Directorsü Majority Voting in Uncontested Director Elections26314ü Director Retirement Policy319ü Director Resignation Policy31ü 12 of 13 Director Nominees are Independent21ü Board and Committee Oversight of Risk23ü Independent Presiding Director23ü No Shareholder Rights Plann/aü Independent Board Committees24ü Share Ownership Guidelines for Directors andExecutive Officersü Regular Executive Sessions of Independent Directors22ü Policy Prohibiting Pledging and Hedging Ownershipof Macy's Stock234; 5556

NOMINEES FOR DIRECTOR (page 14)NameAgeDirectorSinceIndependentPrincipal OccupationStephen F.Bollenbach722007üNon-Executive Chairman ofthe Board of Directors of KBHome Audit FinanceCommittee MembershipsJohn A. Bryant492015ü AuditDeirdre P. Connelly542008üChairman, President and CEOof Kellogg CompanyFormer President, NorthAmerican Pharmaceuticals ofGlaxoSmithKlineMeyer Feldberg731992üDean Emeritus and Professorof Leadership and Ethics atColumbia Business SchoolLeslie D. Hale422015üSara Levinson641997üExecutive Vice President,CFO and Treasurer of RLJLodging TrustCo-Founder and Director ofKanduTerry J. Lundgren621997Joseph Neubauer731992üJoyce M. Roché682006üPaul C. Varga512012üCraig E. Weatherup691996üMarna C.WhittingtonAnnie YoungScrivner671993ü462014üOther Public Directorships KB Home Moelis & Company Mondelez International Time Warner, Inc. Kellogg Company Compensation and ManagementDevelopment Nominating and CorporateGovernance Compensation and ManagementDevelopment (Chair) Nomination and CorporateGovernance Finance Compensation and ManagementDevelopment Nominating and CorporateGovernanceChairman and CEO of Macy's,Inc.Former Chairman ofARAMARK Audit (Chair) Compensation and ManagementDevelopment FinanceFormer President and CEO of AuditGirls Incorporated Nominating and CorporateGovernance (Chair)Chairman and CEO of Brown- Compensation and ManagementForman CorporationDevelopment Nominating And CorporateGovernanceFormer CEO of The Pepsi Compensation and ManagementCola CompanyDevelopment Nominating and CorporateGovernanceFormer CEO of AllianzGlobal Investors CapitalExecutive Vice President,Starbucks Corporation;President, Teavana Audit Finance (Chair) Nominating and CorporateGovernance Revlon, Inc. UBS Global AssetManagement Harley Davidson, Inc. Kraft Foods Group, Inc. The Procter & GambleCompany Federal Reserve Bank of NewYork Mondelez International AT&T, Inc. Dr. Pepper Snapple Group Tupperware Corporation Brown-Forman Corporation Starbucks Corporation Oaktree Capital Group, LLC Phillips 66Our director nominees provide an effective mix of experience and fresh ideas, as well as gender, age and ethnic diversity.TENURE (# years) 55 to 1010 to 20GENDER grenNeubauerVargaRochéWeatherupWhittingtonAGES (# years)FemaleMale67YoungScrivner 5050 to 6060 to c:13 70Bryant

AUDITORS (page 35)We are asking shareholders to ratify the selection of KPMG LLP as our independent registered public accounting firm for the 2015 fiscalyear. Set forth below is a summary of the fees paid to KPMG in fiscal 2014 and fiscal 2013.YearAudit Fees ( )201420134,700,0005,345,000Audit-Related Fees ( )Tax Fees ( )1,229,3001,209,300All Other Fees ( )7,73575,000334,49690,950Total ( )6,271,5316,720,250EXECUTIVE COMPENSATION ADVISORY VOTE (page 36)We are asking shareholders to approve on an advisory basis our named executive officer compensation. The Board of Directorsrecommends a FOR vote because it believes that our executive compensation program is competitive, strongly focused on pay-forperformance principles and appropriately balanced between risk and rewards.FISCAL 2014 BUSINESS AND COMPENSATION HIGHLIGHTSTo assist you in reviewing the proposals to be acted upon at the annual meeting, including the election of directors and the non-bindingadvisory vote to approve named executive officer compensation, we call your attention to the following information about our 2014financial performance and key executive compensation actions and decisions. The following discussion is only a summary. For morecomplete information about these topics, please review our Annual Report on Form 10-K (including important information on pages 17 to20 regarding the Company's non-GAAP financial measures) and the complete Proxy Statement.BUSINESS HIGHLIGHTS (page 38)Highlights of our fiscal 2014 financial performance include:SalesTotal sales for fiscal 2014 were 28.1 billion, up 0.6% from fiscal 2013. Comparable sales on an owned basis in fiscal 2014 were up 0.7%, our fifth consecutive year of comparable salesgrowth. Comparable sales on an owned plus licensed basis for fiscal 2014 were up 1.4% compared to fiscal2013.Comparable Sales Growth:On an owned basisOn an owned plus licensed .9%2.8%0.7%1.4%4

Adjusted EBITAdjusted EBIT (earnings before interest and taxes, oroperating income) for fiscal 2014 totaled 2.9 billion, or10.3% of sales, an increase of 4.4% and 40 basis points asa percent of sales over fiscal 2013 on a comparable basis.These amounts exclude impairments, store closing andother costs.Adjusted EBITDA Margin / ROICAdjusted EBITDA (earnings before interest, taxes, depreciation and amortization, excluding impairments, store closing and othercosts) margin reached our long-term target of 14% in fiscal 2014, compared to an Adjusted EBITDA margin of 13.6% in fiscal2013.Return on Invested Capital (ROIC) - a key measure of operating productivity - rose in fiscal 2014, the sixth consecutive year ofimprovement. ROIC reached 22.4% in fiscal 2014, compared to 21.5% in fiscal 2013.Adjusted Earnings per ShareFiscal 2014 Adjusted EPS (earnings per diluted share,excluding impairments, store closing and other costs)were 4.40, up 10% from fiscal 2013 on a comparablebasis. This represents our sixth consecutive year ofdouble-digit growth in Adjusted EPS.5

Shareholder ReturnIn addition, we delivered positive return to our shareholders during fiscal 2014. The following chart compares the cumulativetotal shareholder return (TSR) on our common stock with the Standard & Poor's 500 Composite Index and the Standard & Poor'sRetail Department Stores Index for the period from January 30, 2010 through January 31, 2015, assuming an initial investment of 100 and the reinvestment of dividends, if any.Other Fiscal 2014 HighlightsOur 1-Year, 3-Year and 5-YearCumulative TSR was 22.4%, 100.5%and 334.3%, respectively.Our TSR over the last 5 years is abovethe 84th percentile compared to our peergroup over the same 5-year period.The price of our Common Stockincreased by 20% over the fiscal 2013year-end price.We returned 2.3 billion to shareholdersthrough dividends and share repurchasesduring fiscal 2014.We increased our cash dividend by 25%in fiscal 2014.EXECUTIVE COMPENSATION HIGHLIGHTSThe fiscal 2014 pay packages for our named executive officers consisted of salary, short- and long-term incentive opportunities andother benefits discussed in the Compensation Discussion & Analysis (CD&A) section of this proxy statement.You can read about our Compensation and Management Development (CMD) Committee's methodology for setting pay opportunitiesand approving actual payouts, and learn more about our compensation plans and programs, in the CD&A, beginning on page 37. Insummary, please note that in determining the amount of compensation paid to our named executive officers, the CMD Committee focuseson aligning pay and performance.Pay-for-Performance Compensation Mix (page 47). Under our executive compensation program, a majority (87%, and 71%,respectively) of the CEO's and other named executive officers' annual targeted total direct compensation (salary, annual incentive and grantdate value of long-term incentive awards) for fiscal 2014 was variable (i.e., not fixed) and tied to financial performance, corporateobjectives and/or stock price performance.CEO Targeted Pay Mix% of Total CompensationCash vs. EquityShort-Term vs. Long-TermFixed vs. 13%6PerformanceRestricted 100%100%

Other Named Executives Targeted Pay Mix(average)AnnualIncentive24%Salary29%% of Total CompensationCash vs. EquityShort-Term vs. Long-TermFixed vs. Performance-Based53%53%29%PerformanceRestricted 100%100%Pay-for-Performance Alignment. In making decisions regarding the compensation opportunities and amounts earned by our namedexecutive officers in fiscal 2014, the CMD Committee took into account the economic climate, our performance against our fiscal 2014internal goals, and our strong relative performance against industry competitors. Compensation actions with respect to fiscal 2014 includethe following: Vesting of PRSUs. With respect to performance-based restricted stock units (PRSUs) granted in fiscal 2012, our strong financialperformance over the three-year (fiscal 2012-2014) performance period with respect to cumulative Adjusted EBITDA, averageAdjusted EBITDA margin, average ROIC and relative total shareholder return (TSR) performance metrics resulted in 98.59% ofthe 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 toachievement of pre-determined targeted levels of financial results with respect to three key performance metrics included in ourannual business plan (sales, Adjusted EBIT and cash flow). The CMD Committee determined that the Company achievedperformance between the threshold and target levels. This resulted in award payments to the named executive officers ofapproximately 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 ROICand relative TSR performance metrics (see page 52).Overall, the fiscal 2014 compensation of our named executive officers (as set forth below and in the 2014 Summary CompensationTable on page 57) reflects both our strong performance for the fiscal year and our compensation philosophy of aligning pay andperformance.Stock Awards( )OptionAwards ( )Non-EquityIncentive PlanCompensation ( )Changes inPension Valueand NonqualifiedDeferredCompensationEarnings ( )All OtherCompensation ( )Named Executive OfficerSalary ( )Terry J. 691232,91416,497,220Karen M. 13,281Jeffrey 54,330,812Timothy M. 6,309Peter R. 64,9057Total ( )

Executive Compensation Best Practices. Our executive compensation program incentivizes superior performance and does notreward inappropriate risk taking.WHAT WE DO AND DON'T DOWe align executive compensation ü Focus on performance-based compensation (page 47)ü Pay well-aligned with performance (pages 38-41)with the interests of ourü Annual risk assessment of

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 .

Related Documents:

3 SUPPLEMENTARY INFORMATION: We are proposing amendments to 17 CFR 240.14a-1(l) (“Rule 14a-1(l)”), 17 CFR 240.14a-2 (“Rule 14a-2”), and 17 CFR 240.14a-9 (“Rule 14a-9”) under the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.] (“Exchange Act”).1 1 Unless otherwise noted, when we refer to the Exchange Ac

Rule 14a-8(i)(7) because it deals with a matter relating to Valero's ordinary business operations; and Rule 14a-8(b) and Rule 14a-8(f)(1) because the Proponents failed to establish the . climate change and greenhouse gas reductions targets in determining compensation." Supporting Statement. Even if the Proposal were to be considered or .

Mr. Ross Jeffries Corporate Secretary . Bank of America Corporation (BAC) 100 North Tryon Street . Charlotte, North Carolina 28255 . Dear Mr. Jeffries, This Rule 14a-8 proposal is respectfully submitted in support of the long-term performance of our company. This Rule 14a-8 proposal is intended as a low-cost method to improve company performance -

adapted or weapon mounted as a tactical night scope. The PVS-14A is the most widely fielded night vision system available. 1.3 Standard Kit Parts List: The standard PVS-14A kit comes with the items listed in the following table. Item Part No. Description qty. 1 PVS-3000 Monocular Assembly 1 2 580-0001- AA Alkaline Battery 2 3 A3256353 Demist .

The PVS-14A is designed for differences in the physical features of individuals. This allows for a wide range of operators to use the system safely and comfortably. Some of these design features are the power switch, eye relief 830-0058- PVS-14A -R1- manual (ENG) Sep 2016.indd 13 9/6/16 10:32 AM

May 07, 2019 · SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as

Schedule 5 - Exception reporting and work schedule reviews 38 Schedule 6 - Guardian of safe working hours 45 Schedule 7 – Champion of Flexible Training 49 Schedule 8 - Private professional and fee-paying work 51 Schedule 9 - Other conditions of employment 54 Schedule 10 - Leave 57 Schedule 11 - Termination of employment 67

award, now that the construction schedule may soon become a contract document in Nigeria, Quantity Surveyors should develop competencies to be able to evaluate the contractor's schedule and recommend appropriate contractor for the award. KEYWORDS: Schedule evaluation, Schedule quality, Schedule conformance scoring, Quantity Surveyors