Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On May 21, 2021, Macy's, Inc. ("Macy's") held its annual meeting of shareholders. At the annual meeting, shareholders approved the Macy's, Inc. 2021 Equity and Incentive Compensation Plan (the "2021 Plan"). The 2021 Plan had been approved by the Board of Directors of Macy's on March 25, 2021, subject to shareholder approval at the annual meeting, and became effective with shareholder approval on May 21, 2021.

The 2021 Plan is described in Macy's definitive proxy statement on Schedule 14A for the annual meeting, filed with the Securities and Exchange Commission on April 6, 2021 (the "Proxy Statement"), in the section entitled "Item 4. Approval of the Macy's, Inc. 2021 Equity and Incentive Compensation Plan," which description is incorporated herein by reference. The description of the 2021 Plan in the Proxy Statement is qualified by reference to the actual text of the 2021 Plan, which is set forth in Appendix A to the Proxy Statement and is incorporated herein by reference.

Item 5.07.Submission of Matters to a Vote of Security Holders

The annual meeting of shareholders of Macy's, Inc. ("Macy's") was held virtually on May 21, 2021. The following is a summary of the matters voted on at the meeting:







1.    Shareholders approved the election of ten directors for a one-year term
      expiring at the 2022 annual meeting of Macy's shareholders, as follows:




                         FOR        AGAINST     ABSTAIN    BROKER NON-VOTE

Francis S. Blake 192,364,542 3,757,046 549,755 43,790,631 Torrence N. Boone 194,111,582 1,966,363 593,398 43,790,631 John A. Bryant 193,705,920 2,326,703 638,720 43,790,631 Deirdre P. Connelly 188,045,607 8,031,465 594,271 43,790,631 Jeff Gennette 187,968,032 6,828,115 1,875,196 43,790,631 Leslie D. Hale 194,069,999 1,824,429 776,915 43,790,631 William H. Lenehan 194,084,665 1,887,495 699,183 43,790,631 Sara Levinson 189,651,877 6,362,370 657,096 43,790,631 Paul C. Varga 187,885,912 8,041,611 743,820 43,790,631 Marna C. Whittington 190,395,068 5,685,515 590,760 43,790,631








2.    Shareholders ratified the appointment of KPMG LLP as Macy's independent
      registered public accounting firm for the fiscal year ending January 29,
      2022, as follows:




    FOR        AGAINST    ABSTAIN
230,410,804   9,404,305   646,865

3.Shareholders approved the advisory vote to approve named executive officer compensation, as follows:





                           BROKER
FOR   AGAINST   ABSTAIN   NON-VOTE

--------------------------------------------------------------------------------




177,607,884   18,182,046   881,413   43,790,631






4. Shareholders approved the Macy's, Inc. 2021 Equity and Incentive Compensation
Plan, as follows:



                                       BROKER
    FOR        AGAINST     ABSTAIN    NON-VOTE
183,311,842   12,538,724   820,777   43,790,631

--------------------------------------------------------------------------------

MACY'S, INC.

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