MACYS INC (M)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
MACYS INC · Meeting: May 15, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Director Nominees
Joined in 2022, no overboarding (0 outside public boards), strong retail/omnichannel CEO experience; TSR trigger does not fire because Macy's 3-year return of +20.7% is in the strong-positive tier and the gap to XLY (-30.0pp) is well below the 65pp threshold required to trigger a vote against.
Joined in 2019, no overboarding (0 outside public boards), deep digital marketing and technology expertise relevant to Macy's omnichannel strategy; TSR trigger does not fire (gap -30.0pp vs. 65pp threshold).
Joined in 2022, serves on 2 outside public boards (below the 4-board limit), chairs the Audit Committee and is designated as the audit committee financial expert; TSR trigger does not fire (gap -30.0pp vs. 65pp threshold).
Joined April 2025 — less than 24 months of service, so he is fully exempt from the TSR trigger under the new-director exemption; brings deep luxury retail experience highly relevant to Macy's strategy.
Joined in 2023, no overboarding (0 outside public boards), active CFO with strong finance credentials satisfying audit committee financial expertise requirements; TSR trigger does not fire (gap -30.0pp vs. 65pp threshold).
Joined in 2008, serves on 3 outside public boards (below the 4-board limit), chairs the NCG Committee, brings substantial human capital and governance experience; TSR trigger does not fire (gap -30.0pp vs. 65pp threshold).
Joined in 2022, no outside public boards (0), chairs the CMD Committee, extensive retail brand-building and finance experience; TSR trigger does not fire (gap -30.0pp vs. 65pp threshold).
Joined in 2024 — tenure is approximately 24 months, placing him at the boundary of the new-director exemption; even applying the trigger proportionally, his tenure covers less than half the 3-year underperformance period and the TSR gap (-30.0pp) does not breach the 65pp threshold, so the vote is FOR.
Joined in 2023 as executive director and CEO, no overboarding (0 outside public boards); TSR trigger does not fire (gap -30.0pp vs. 65pp threshold), and as a director who joined during 2023 his tenure covers less than the full 3-year measurement window in any case.
Joined in 2012, serves on 1 outside public board (well below the 4-board limit), serves as Lead Independent Director with strong finance and governance experience; TSR trigger does not fire (gap -30.0pp vs. 65pp threshold).
All 10 director nominees pass the policy screens. The 3-year stock return of +20.7% puts Macy's in the strong-positive tier, requiring a gap of 65 percentage points below the XLY benchmark to trigger a vote against; the actual gap is only -30.0pp, well short of that threshold. No director is overboarded, all committee independence requirements are met, the board publishes a skills matrix, and audit committee financial expertise is satisfied by Marie Chandoha. Robert Chavez joined in April 2025 and is exempt from the TSR trigger as a director with less than 24 months of service. Vote FOR all nominees.
Say on Pay
✓ FORCEO
Tony Spring
Total Comp
$14,104,067
Prior Support
88.8%%
The prior Say on Pay vote received 88.8% support in 2025, well above the 70% threshold that would require a response, and no governance concerns are flagged on that dimension. CEO Tony Spring's total reported compensation of approximately $14.1 million is within a reasonable range for a CEO at a mid-large consumer discretionary retailer at Macy's market cap of approximately $4.8 billion, and the program emphasizes variable pay — the proxy states at least 70% of NEO target pay is at-risk — which satisfies the policy's pay-mix requirement. On pay-for-performance alignment, Macy's 3-year stock return of +20.7% is positive, the stock has outperformed XLY by approximately +39.4pp over the past year, and the company returned to positive comparable sales growth in fiscal 2025 under the Bold New Chapter strategy, providing reasonable support that above-benchmark incentive pay is earning its way.
Auditor Ratification
✗ AGAINSTAuditor
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 tenure of approximately 38 years, which well exceeds the policy's 25-year threshold that triggers a vote against. While the Audit Committee acknowledges the long tenure and cites continuity and competitive fees as benefits, it does not provide the specific and compelling justification required by policy to waive the threshold, such as a disclosed multi-year rotation plan or exceptional audit quality metrics. The non-audit fee ratio is not a concern — non-audit fees (tax plus other fees) of approximately $289,380 represent only about 6.5% of audit fees, comfortably below the 50% limit. The sole trigger here is the extraordinary length of the auditing relationship, which raises legitimate concerns about independence and professional skepticism over time.
Overall Assessment
The 2026 Macy's annual meeting presents four proposals. All ten director nominees receive a FOR vote — the company's strong-positive 3-year TSR of +20.7% means the XLY benchmark gap of -30.0pp falls far short of the 65pp threshold needed to trigger a vote against any director. The Say on Pay vote also receives a FOR, supported by 88.8% prior-year approval, a variable-heavy pay structure, and improving company performance. The only AGAINST vote is on KPMG's re-appointment as auditor, driven solely by a 38-year auditing relationship that exceeds the policy's 25-year tenure threshold, with the Audit Committee's rationale falling short of the specific justification required to waive that trigger.