POWER OF ATTORNEY

0000794367-20-000010.txt : 20200207 0000794367-20-000010.hdr.sgml : 20200207 20200207170950 ACCESSION NUMBER: 0000794367-20-000010 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200131 FILED AS OF DATE: 20200207 DATE AS OF CHANGE: 20200207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harper John T. CENTRAL INDEX KEY: 0001802657 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13536 FILM NUMBER: 20588330 MAIL ADDRESS: STREET 1: 7 WEST SEVENTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 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: 0201 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 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2020-01-31 0 0000794367 Macy's, Inc. M 0001802657 Harper John T. 7 WEST SEVENTH STREET CINCINNATI OH 45202 0 1 0 0 Chief Operations Officer Common Stock 12310 D Common Stock 23090.0533 I By 401(k) Plan Options to Purchase Common Stock 39.84 2022-03-23 Common Stock 6137 D Options to Purchase Common Stock 41.67 2023-03-19 Common Stock 12345 D Options to Purchase Common Stock 58.92 2024-03-28 Common Stock 15731 D Options to Purchase Common Stock 63.65 2025-03-27 Common Stock 15399 D Options to Purchase Common Stock 43.42 2026-03-23 Common Stock 25974 D Options to Purchase Common Stock 28.17 2027-03-24 Common Stock 48854 D Options to Purchase Common Stock 27.21 2028-03-23 Common Stock 30581 D Options to Purchase Common Stock 24.03 2029-03-21 Common Stock 38910 D Restricted Stock Units Common Stock 5513 D Restricted Stock Units Common Stock 27563 D Restricted Stock Units Common Stock 8322 D Options became exercisable as follows: 6,137 on March 23, 2016. Options became exercisable as follows: 6,173 on March 19, 2016; 6,172 on March 19, 2017. Options became exercisable as follows: 3,933 on March 28, 2015; 3,933 on March 28, 2016; 3,933 on March 28, 2017; 3,932 on March 28, 2018. Options became exercisable as follows: 3,850 on March 27, 2016; 3,850 on March 27, 2017; 3,850 on March 27, 2018; 3,849 on March 27, 2019. Options became exercisable as follows: 6,494 on March 23, 2017; 6,494 on March 23, 2018; 6,493 on March 23, 2019; 6,493 on March 23, 2020. Options became exercisable as follows: 12,214 on March 24, 2018; 12,214 on March 24, 2019; 12,213 on March 24, 2020; 12,213 on March 24, 2021. Options became exercisable as follows: 7,646 on March 23, 2019; 7,645 on March 23, 2020; 7,645 on March 23, 2021; 7,645 on March 23, 2022. Options become exercisable as follows: 9,728 on March 21, 2020; 9,728 on March 21, 2021; 9,727 on March 21, 2022; 9,727 on March 21, 2023. The restricted stock units vest in one-third annual installments beginning March 23, 2020. Each restricted stock unit represents a contingent right to receive one share of Macy's Common Stock. The restricted stock units vest in one-half annual installments beginning March 23, 2020. The restricted stock units vest in one-fourth annual installments beginning March 21, 2020. Exhibit List: Exhibit 24 - Power of Attorney /s/ Steven R. Watts, as attorney-in-fact for John T. Harper pursuant to a Power of Attorney 2020-02-07 EX-24 2 poa-harper1312020.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 Elisa D. Garcia, Wendy A. Schmidt, Steven R. Watts and Christopher M. Kelly, 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 inclusion 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/ John Harper

John Harper

Dated: January 31, 2020