POWER OF ATTORNEY

0000794367-16-000254.txt : 20160603 0000794367-16-000254.hdr.sgml : 20160603 20160603125615 ACCESSION NUMBER: 0000794367-16-000254 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160601 FILED AS OF DATE: 20160603 DATE AS OF CHANGE: 20160603 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: 0130 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: Williams Felicia CENTRAL INDEX KEY: 0001675737 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13536 FILM NUMBER: 161694875 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 X0206 3 2016-06-01 0 0000794367 Macy's, Inc. M 0001675737 Williams Felicia C/O MACY'S, INC. 7 WEST SEVENTH STREET CINCINNATI OH 45202 0 1 0 0 EVP,Controller/Enterprise Risk Option to Purchase Common Stock 46.15 2017-03-23 Common Stock 12000 D Option to Purchase Common Stock 24.85 2018-03-21 Common Stock 10000 D Option to Purchase Common Stock 20.89 2020-03-19 Common Stock 7500 D Option to Purchase Common Stock 20.89 2020-03-19 Common Stock 10000 D Option to Purchase Common Stock 23.43 2021-03-25 Common Stock 10000 D Option to Purchase Common Stock 39.84 2022-03-23 Common Stock 10000 D Option to Purchase Common Stock 41.67 2023-03-19 Common Stock 10000 D Option to Purchase Common Stock 58.92 2024-03-28 Common Stock 10000 D Option to Purchase Common Stock 63.65 2025-03-27 Common Stock 10000 D Option to Purchase Common Stock 43.42 2026-03-23 Common Stock 10551 D Restricted Stock Units Common Stock 1697 D Restricted Stock Units Common Stock 785 D Options became exercisable as follows: 3,000 on March 23, 2008; 3,000 on March 23, 2009; 3,000 on March 23, 2010 and 3,000 on March 23, 2011. Options became exercisable as follows: 2,500 on March 21, 2009; 2,500 on March 21, 2010; 2,500 on March 21, 2011 and 2,500 on March 21, 2012. Options became exercisable as follows: 1,875 on March 19, 2011; 1,875 on March 19, 2012; 1,875 on March 19, 2013 and 1,875 on March 19, 2014. Options became exercisable as follows: 2,500 on March 19, 2011; 2,500 on March 19, 2012; 2,500 on March 19, 2013 and 2,500 on March 19, 2014. Options became exercisable as follows: 2,500 on March 25, 2012; 2,500 on March 25, 2013; 2,500 on March 25, 2014 and 2,500 on March 25, 2015. Options became exercisable as follows: 2,500 on March 23, 2013; 2,500 on March 23, 2014; 2,500 on March 23, 2015 and 2,500 on March 23, 2016. Options became/become exercisable as follows: 2,500 on March 19, 2014; 2,500 on March 19, 2015; 2,500 on March 19, 2016 and 2,500 on March 19, 2017. Options became/become exercisable as follows: 2,500 on March 28, 2015; 2,500 on March 28, 2016; 2,500 on March 28, 2017 and 2,500 on March 28, 2018. Options became/become exercisable as follows: 2,500 on March 27, 2016; 2,500 on March 27, 2017; 2,500 on March 27, 2018 and 2,500 on March 27, 2019. Options become exercisable as follows: 2,638 on March 23, 2017; 2,638 on March 23, 2018; 2,638 on March 23, 2019 and 2,637 on March 23, 2020. The restricted stock units were awarded on March 28, 2014 and become exercisable on March 28, 2017. Each restricted stock unit represents a contingent right to receive one share of Macy's common stock. The restricted stock units were awarded on March 27, 2015 and become exercisable on March 27, 2018. /s/ Mary E. Talbott, as attorney-in-fact for Felicia Williams pursuant to a Power of Attorney 2016-06-03 EX-24 2 espoawilliams.htm POWER OF ATTORNEY POWER OF ATTORNEY

Exhibit 24

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, Ann Munson Steines, Christopher M. Kelly and Mary E. Talbott, 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/ Felicia Williams

Felicia Williams

Dated: May 13, 2016