8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2019

MACY'S, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	1-13536	13-3324058
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7 West Seventh Street, Cincinnati, Ohio 45202 and 151 West 34th Street, New York, New York 10001

(Address of Principal Executive Offices)

(513) 579-7000 and (212) 494-1602

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	M	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐

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

On December 11, 2019, the Board of Directors of Macy’s, Inc. (“Macy’s”) elected Torrence N. Boone as an independent director, effective December 12, 2019. Mr. Boone is Vice President, Global Client Partnerships of Alphabet Inc., the parent company of Google. The Board also appointed Mr. Boone as a member of the Nominating and Corporate Governance Committee of the Board of Directors.

Mr. Boone 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 17, 2019 under the caption “Further Information Concerning the Board of Directors.”

Item 9.01.         Financial Statements and Exhibits.

                (d)      Exhibits

Exhibit Number	Description
99.1	Press release of Macy’s dated December 12, 2019.
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

Macy’s, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 12, 2019 MACY’S, INC.
By:/s/ Elisa D. Garcia                                                 Name: Elisa D. Garcia       Title: Chief Legal Officer and Secretary

EX-99.1

Torrence Boone Joins Macy’s, Inc. Board of Directors

CINCINNATI-December 12, 2019-Macy’s, Inc. (NYSE:M) today announced the appointment of Torrence Boone, vice president, Global Client Partnerships at Google, to its board of directors, effective December 12, 2019.

At Google, Boone is responsible for driving the company’s strategies and partnerships across a portfolio of the world’s largest global advertisers, spanning the tech, health, beauty and consumer packaged goods industries. Boone leads a team focused on large scale global strategic partnerships that deploy Google products and platforms to achieve breakthrough marketing results. Boone also serves as co-lead of the NYC office and a member of the company’s Global Business Hiring Committee.

“Torrence’s multigenerational knowledge and global view of the consumer will be essential to Macy’s, Inc. during a time when we’re hyper focused on strengthening our customer base. His expertise in advertising, marketing and technology will add value as we continue to balance the art and science in our marketing strategies. In addition, his work as an advocate for ethnic diversity and inclusion also make him a great fit for the Macy’s, Inc. board of directors,” said Jeff Gennette, chairman and chief executive officer of Macy’s, Inc.

“Torrence’s experiences complement the skills and background of our current board of directors. We know he will be a substantial addition and look forward to his contributions,”said Marna Whittington, Macy’s, Inc. lead independent director.

“Macy’s, Inc. is an established leader in the retail industry, and I am excited to serve on the board of directors during this dynamic and exciting time. I look forward to working with the other directors and management team to contribute to Macy’s, Inc.’s growth,” added Boone.

With the addition of Boone, the Macy’s, Inc. board of directors will comprise 12 members. Boone will serve on the Nominating and Governance Committee.

About Torrence Boone

Torrence Boone, 50, is currently VP, Global Client Partnerships at Google, and has been with the company for 10 years. Prior to Google, Torrence held senior agency leadership positions at WPP & Publicis. Before his career in advertising, Torrence was a senior manager at Bain & Company, where he advised a broad range of clients on corporate and business strategy, mergers and acquisitions, new product development and interactive strategy. Boone is a former board member for Finish Line, a leading national specialty retailer, a board member of Pond5, a leading online marketplace for creative assets and a board member of Effie Worldwide. Boone holds a bachelor’s degree in Economics, with honors, from Stanford University, and a M.B.A. from Harvard Business School.

About Macy's, Inc.

Macy’s, Inc. is one of the nation’s premier retailers, with fiscal 2018 sales of $24.971 billion and approximately 130,000 employees. The company operates approximately 680 department stores under the nameplates Macy’s and Bloomingdale’s, and approximately 190 specialty stores that include Bloomingdale’s

The Outlet, Bluemercury, and Macy’s Backstage. Macy’s, Inc. operates stores in 43 states, the District of Columbia, Guam and Puerto Rico, as well as macys.com, bloomingdales.com and bluemercury.com. Bloomingdale’s stores in Dubai and Kuwait are operated by Al Tayer Group LLC under license agreements. Macy’s, Inc. has corporate headquarters in Cincinnati, Ohio, and New York, New York.

Contacts:

Media – Blair Rosenberg

646-429-6032

media@macys.com

Investors – Mike McGuire

513-579-7780

investors@macys.com

XML

Document and Entity Information Document	Dec. 11, 2019
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 11, 2019
Emerging growth company	false
Entity Registrant Name	MACY'S, INC.
Entity Central Index Key	0000794367
Entity File Number	1-13536
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3324058
Entity Address, Address Line One	7 West Seventh Street
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45202
City Area Code	513
Local Phone Number	579-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value per share
Trading Symbol	M
Security Exchange Name	NYSE
Other Address [Member]
Entity Address, Address Line One	151 West 34th Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	212
Local Phone Number	494-1602