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

On March 24, 2021, David P. Abney notified the Chairman of Macy's, Inc. ("Macy's" or the "Company") that he intends not to stand for re-election to the Board of Directors of the Company at the annual meeting of Macy's shareholders to be held on May 21, 2021. Mr. Abney will remain a director until the annual meeting. Mr. Abney'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.

Joyce Roché, age 74, will retire from the Board of Directors as of the annual meeting on May 21, 2021 in accordance with the Company's director retirement policy. Ms. Roché has served as a director of Macy's since 2006.

The Board of Directors has approved reduction of the size of the Board from 12 to ten members effective as of the annual meeting on May 21, 2021.

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 25, 2021, the Board of Directors of the Company approved an amendment to the Amended and Restated By-Laws of the Company to change the principal executive offices of the Company, for purposes of the proxy access By-Law, to 151 West 34th Street, New York, New York 10001.

A copy of the Amended and Restated By-Laws as currently in effect with all amendments is attached hereto as Exhibit 3.1.




Item 9.01.     Financial Statements and Exhibits.



 (d)   Exhibits

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3.1 Amended and Restated By-Laws of Macy's, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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MACY'S, INC.

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