Sector: Consumer Discretionary
MACYS INC · Meeting: May 15, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of Director Nominees
Joined in 2022, no overboarding issues (0 other public boards), strong retail and omnichannel background; the 3-year TSR gap of -21.2pp versus the peer median does not exceed the 65pp threshold required for the strong-positive absolute TSR tier, so no TSR trigger fires.
Joined in 2019, 0 other public boards, relevant digital marketing and technology expertise; TSR trigger does not fire as the peer underperformance gap (-21.2pp) is well below the 65pp threshold applicable to Macy's strong-positive absolute 3-year TSR.
Joined in 2022, serves on 2 other public boards (within the 4-board limit), designated audit committee financial expert with deep finance credentials; TSR trigger does not fire as the -21.2pp peer gap is far below the 65pp threshold.
Joined April 2025, less than 24 months of board tenure, making him exempt from the TSR trigger under policy; 0 other public boards and deep luxury retail experience relevant to Macy's strategy.
Joined in 2023, 0 other public boards, strong CFO-level finance and technology experience; TSR trigger does not fire as the -21.2pp peer gap is well below the 65pp threshold.
Joined in 2008, serves on 3 other public boards (within the 4-board limit), brings extensive senior leadership and human capital experience; despite long tenure, the TSR trigger does not fire as the -21.2pp peer gap is far below the 65pp threshold applicable to Macy's strong-positive absolute 3-year TSR.
Joined in 2022, 0 current public boards, proven retail and investment track record; TSR trigger does not fire as the peer underperformance gap (-21.2pp) is far below the 65pp threshold.
Joined in 2024, less than 24 months of board tenure, making him exempt from the TSR trigger; serves on 1 other public board, brings deep specialty retail operating experience.
CEO and executive director since 2023, subject to same TSR trigger as independent directors; the -21.2pp peer gap does not exceed the 65pp threshold for the strong-positive absolute TSR tier, so the trigger does not fire independently of the Say on Pay vote.
Joined in 2012, Lead Independent Director, serves on 1 other public board, brings seasoned CEO and finance expertise; despite long tenure, the TSR trigger does not fire as the -21.2pp peer gap is far below the 65pp threshold applicable to Macy's strong-positive absolute 3-year TSR.
All ten director nominees pass the policy screens: no director is overboarded, all independent directors are properly classified, attendance is confirmed at 75%+ for all, the board discloses a skills matrix, and Macy's 3-year TSR peer underperformance gap of -21.2pp is well below the 65pp trigger threshold applicable to companies with strong-positive absolute 3-year TSR (66.1%). Directors who joined within the past 24 months (Chavez, Markee) are exempt from the TSR trigger entirely. All ten directors receive a FOR vote.
CEO
Tony Spring
Total Comp
$14,104,067
Prior Support
88.8%%
The prior year Say on Pay vote received strong shareholder support at 88.8%, well above the 70% threshold that would require a response, indicating no significant shareholder concern with the program. The proxy discloses that at least 70% of executive pay is variable and at-risk, tied to a mix of financial and stock-price performance metrics, which satisfies the policy's pay-mix requirement that fixed pay not exceed 40% of total compensation. While Macy's 3-year TSR of +66.1% trailed the compensation peer group median of +87.3%, the gap of -21.2pp is below the 20pp underperformance threshold for peer-group benchmarking under the pay-for-performance alignment check — meaning above-benchmark variable pay would not automatically trigger a No — and no specific evidence of materially above-benchmark aggregate or individual CEO pay was identified from the disclosed program structure.
Auditor
KPMG LLP
Tenure
38 yrs
Audit Fees
$4,456,500
Non-Audit Fees
$289,380
KPMG and its predecessors have audited Macy's since 1988 — a relationship of approximately 38 years, well above the 25-year tenure threshold that triggers a No vote under policy. The non-audit fee ratio is well within acceptable limits (tax fees of $287,600 plus other fees of $1,780 equal roughly 6.5% of audit fees), so independence on fee grounds is not a concern. However, the extreme length of the auditor relationship raises legitimate questions about whether KPMG can maintain the professional skepticism needed to challenge management, and the audit committee's stated rationale — continuity and cost efficiency — does not constitute the specific and compelling justification required to override the tenure trigger.
Meeting held May 15, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Naveen K. Chopra | 97.3% | 195.1M | 5.4M | ✓ Elected |
| Marie Chandoha | 97.2% | 194.8M | 5.6M | ✓ Elected |
| Richard L. Markee | 96.7% | 193.9M | 6.5M | ✓ Elected |
| Jill Granoff | 96.7% | 193.6M | 6.7M | ✓ Elected |
| Robert B. Chavez | 96.6% | 193.8M | 6.7M | ✓ Elected |
| Torrence N. Boone | 96.6% | 193.7M | 6.8M | ✓ Elected |
| Emilie Arel | 96.1% | 192.6M | 7.9M | ✓ Elected |
| Tony Spring | 95.2% | 187.8M | 9.4M | ✓ Elected |
| Paul C. Varga | 93.8% | 188.0M | 12.5M | ✓ Elected |
| Deirdre P. Connelly | 77.8% | 156.0M | 44.5M | ✓ Elected |
Say on Pay
For 157.7M · Against 43.0M · Abstain 498,441
Auditor Ratification
For 214.1M · Against 10.0M · Abstain 388,946
Other Proposals
Proposal 4
Amendment and Restatement of the Macy's, Inc. 2024 Equity and Incentive Compensation Plan
The 2026 Macy's annual meeting ballot presents four items: all ten director nominees receive a FOR vote as no overboarding, TSR trigger, independence, or attendance flags are found; KPMG's ratification draws an AGAINST vote solely due to its 38-year auditor tenure far exceeding the 25-year policy threshold, despite clean fee ratios; the Say on Pay proposal receives a FOR vote supported by strong prior-year shareholder approval, a heavily variable pay mix, and peer-relative TSR underperformance that falls below the policy's trigger threshold; and the equity plan amendment is not evaluated as that proposal type falls outside the current policy scope.
12 companies disclosed in 2026 proxy filing
