Item 5.02.   Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.



On July 9, 2020, following approval by the Compensation and Management Development (CMD) Committee of the Board of Directors of Macy's, Inc. ("Macy's" or the "Company"), Danielle L. Kirgan, Chief Transformation Officer of Macy's, was awarded a transformation grant of restricted stock units ("RSUs") with a grant date value of $1,750,000 under the Macy's 2018 Equity and Incentive Compensation Plan. Each RSU represents the right to receive, upon vesting, one share of Macy's common stock. The RSUs vest in two tranches: one-third on the first anniversary of the grant date and two-thirds on the second anniversary of the grant date. Each tranche of RSUs is non-transferrable for one year following vesting (other than to pay withholding taxes upon vesting).




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                                  Macy's, Inc.

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