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

On March 23, 2023, the Board of Directors of Macy's, Inc. ("Macy's" or the "Company") elected Naveen K. Chopra as an independent director, effective April 1, 2023. Mr. Chopra is Executive Vice President and Chief Financial Officer of Paramount Global, a media and entertainment company. The Board also appointed Mr. Chopra as a member of the Audit Committee and the Finance Committee of the Board of Directors. Mr. Chopra will participate in Macy's standard non-employee director compensation arrangements described in the proxy statement for Macy's annual meeting of shareholders held on May 20, 2022 under the caption "Further Information Concerning the Board of Directors."

On March 23, 2023, John A. Bryant and Leslie D. Hale notified the Chairman of Macy's that they intend not to stand for re-election to the Board of Directors at the annual meeting of Macy's shareholders to be held on May 19, 2023. Mr. Bryant and Ms. Hale will remain directors until the end of the annual meeting. Mr. Bryant's and Ms. Hale's decision not to stand for re-election does not arise from any disagreement with management on any matter relating to the Company's operations, policies or practices.

The Board of Directors has approved an increase of the size of the Board from fourteen to fifteen members effective as of April 1, 2023.

Item 7.01. Regulation FD Disclosure.

A press release related to the matters described in Item 5.02 of this Current Report on Form 8-K is furnished herewith as Exhibit 99.1 and incorporated in this Item 7.01 by reference.

The information in Exhibit 99.1 is being "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the "Exchange Act") or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of Macy's dated March 23, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)


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                                  MACY'S, INC.

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