POWER OF ATTORNEY

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KG+GT7gkSveoXskvDGghBYB6n7gmDNrwY52JoqRJzfVTiSuCZNecZnZD9WyklPHl M8W5Mfzj13bETnOYL2hJvg== 0000794367-09-000037.txt : 20090302 0000794367-09-000037.hdr.sgml : 20090302 20090302110414 ACCESSION NUMBER: 0000794367-09-000037 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090220 FILED AS OF DATE: 20090302 DATE AS OF CHANGE: 20090302 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Macy's, Inc. CENTRAL INDEX KEY: 0000794367 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 133324058 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 BUSINESS ADDRESS: STREET 1: 7 WEST SEVENTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135797000 MAIL ADDRESS: STREET 1: 7 W SEVENTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: FEDERATED DEPARTMENT STORES INC /DE/ DATE OF NAME CHANGE: 19950307 FORMER COMPANY: FORMER CONFORMED NAME: R H MACY & CO INC DATE OF NAME CHANGE: 19950307 FORMER COMPANY: FORMER CONFORMED NAME: MACY ACQUIRING CORP DATE OF NAME CHANGE: 19861124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Klein Ronald L CENTRAL INDEX KEY: 0001457243 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13536 FILM NUMBER: 09645853 BUSINESS ADDRESS: BUSINESS PHONE: 513-579-7000 MAIL ADDRESS: STREET 1: C/O MACY'S, INC. STREET 2: 7 WEST SEVENTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 3 1 primary_doc.xml PRIMARY DOCUMENT X0203 3 2009-02-20 0 0000794367 Macy's, Inc. M 0001457243 Klein Ronald L C/O MACY'S, INC. 7 WEST SEVENTH STREET CINCINNATI OH 45202 0 1 0 0 Chief Stores Officer Common Stock 30120 D Common Stock 542 I By 401(k) Plan Options to Purchase Common Stock 25.005 2014-03-26 Common Stock 65000 D Options to Purchase Common Stock 30.535 2015-03-25 Common Stock 65000 D Options to Purchase Common Stock 36.26 2016-03-24 Common Stock 38970 D Options to Purchase Common Stock 46.15 2017-03-23 Common Stock 29444 D Options to Purchase Common Stock 24.85 2018-03-21 Common Stock 67515 D Phantom Stock Units Common Stock 12996 D Phantom Stock Units Common Stock 57369.7 D Phantom Stock Units Common Stock 31992 D Reflects matching contributions under the Issuer's 401(k) plan, derived by dividing the value of the undivided interest of the reporting person in the applicable investment fund as of February 20, 2009 by $7.86, the stock price as of such date. Options became exercisable in 25% increments on the following dates: March 26, 2005, March 26, 2006, March 26, 2007 and March 26, 2008. Options became/become exercisable in 25% increments on the following dates: March 25, 2006, March 25, 2007, March 25 2008 and March 25, 2009. Options became/become exercisable in 25% increments on the following dates: March 24, 2007, March 24, 2008, March 24, 2009 and March 24 2010. Options became/become exercisable in 25% increments on the following dates: March 23, 2008, March 23, 2009, March 23, 2010 and March 23, 2011. Options become exercisable in 25% increments on the following dates: March 21, 2009, March 21, 2010, March 21, 2011 and March 21, 2012. The Phantom Stock Units were acquired under the Issuer's Executive Deferred Compensation Plan and are to be settled in the Issuer's common stock upon the reporting person's retirement. 1-for-1 conversion. The value of the Phantom Stock Units will be payable in cash as follows: 50% on February 1, 2010 and 50% on January 31, 2011. The value of the Phantom Stock Units will be payable in cash as follows: 50% on January 30, 2012 and 50% on February 4, 2013. /s/Christopher M. Kelly, as attorney-in-fact for Ronald L. Klein pursuant to a Power of Attorney 2009-03-02 EX-24 2 espoa-rlk.htm POWER OF ATTORNEY POWER OF ATTORNEY

POWER OF ATTORNEY

The undersigned, a director and/or officer of Macy's, Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints Dennis J. Broderick, Padma Tatta Cariappa, Linda Balicki, Christopher M. Kelly and Mark E. Betzen, or any of them, my true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution (individually, a "Designee," and collectively, the "Designees"), to (i) execute and file on the undersigned's behalf all Forms ID, 3, 4, 5 and 144 (including any amendments thereto) with the Securities and Exchange Commission (the "Commission") relating to the undersigned's ownership of or transactions in securities of the Company as such filings are required pursuant to Section 16(a) of the Securities and Exchange Act of 1934 and Rule 144 of the Securities Act of 1933, and (ii) to execute on the undersigned's behalf any seller's representation letter that may be required to be submitted to the broker handling any sale of the Company's securities for the benefit of the undersigned. The authority of each such Designee (or substitute or resubstitute) under this Power of Attorney shall continue until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with regard to the undersigned's ownership of or transactions in any such securities unless earlier revoked in a writing filed with the Commission. The undersigned acknowledges that neither the Company nor any of the Designees shall be responsible for any of the information furnished to the Company or any of the Designees by the undersigned for inclusions in any such filings or representation letters or as to the timing of any such filings (except in the case of the Company only and then only to the extent provided in the written procedures of the Company from time to time in effect specifically relating to such filings), or with respect to the requirements of Section 16(b) of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933.

/s/Ronald Klein

Ronald Klein

Dated: 02/24/2009

-----END PRIVACY-ENHANCED MESSAGE-----