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

On May 20, 2022, Macy's, Inc. ("Macy's") held its annual meeting of shareholders. At the annual meeting, shareholders approved the Macy's, Inc. Employee Stock Purchase Plan (the "ESPP"). The ESPP was approved by the Board of Directors of Macy's on March 24, 2022, subject to shareholder approval at the annual meeting, and became effective with shareholder approval on May 20, 2022.

The ESPP is described in Macy's definitive proxy statement on Schedule 14A for the annual meeting, filed with the Securities and Exchange Commission on April 1, 2022 (the "Proxy Statement"), in the section entitled "Item 4. Approval of the Macy's, Inc. Employee Stock Purchase Plan," which description is incorporated herein by reference. The description of the ESPP in the Proxy Statement is qualified by reference to the actual text of the ESPP, which is set forth in Appendix A to the Proxy Statement and is incorporated herein by reference.

Item 5.07.Submission of Matters to a Vote of Security Holders

The annual meeting of shareholders of Macy's, Inc. ("Macy's") was held virtually on May 20, 2022. The following is a summary of the matters voted on at the meeting:




1.     Shareholders approved the election of thirteen directors for a one-year
       term expiring at the 2023 annual meeting of Macy's shareholders, as
       follows:



                        FOR        AGAINST     ABSTAIN    BROKER NON-VOTE

Francis S. Blake 190,988,277 2,550,024 889,375 38,885,978 Torrence N. Boone 191,504,983 1,911,884 1,010,809 38,885,978 Ashley Buchanan 191,698,855 1,682,060 1,046,761 38,885,978 John A. Bryant 190,410,981 2,940,752 1,075,943 38,885,978 Marie Chandoha 192,361,885 1,081,633 984,158 38,885,978 Deirdre P. Connelly 188,357,573 5,133,498 936,605 38,885,978 Jeff Gennette 188,752,491 4,421,756 1,253,429 38,885,978 Jill Granoff 192,218,858 1,229,203 979,615 38,885,978 Leslie D. Hale 191,584,467 1,869,486 973,723 38,885,978 William H. Lenehan 191,846,044 1,502,060 1,079,572 38,885,978 Sara Levinson 188,878,320 4,631,813 917,543 38,885,978 Paul C. Varga 191,018,512 2,420,654 988,510 38,885,978 Tracey Zhen 192,217,167 1,326,859 883,650 38,885,978






2.     Shareholders ratified the appointment of KPMG LLP as Macy's independent
       registered public accounting firm for the fiscal year ending January 28,
       2023, as follows:



    FOR        AGAINST     ABSTAIN
223,502,970   8,452,252   1,358,432

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3.     Shareholders approved the advisory vote to approve named executive officer
       compensation, as follows:



                                         BROKER
    FOR        AGAINST      ABSTAIN     NON-VOTE
177,445,785   15,913,842   1,068,049   38,885,978



4. Shareholders approved the Macy's, Inc. Employee Stock Purchase Plan, as
follows:

                                      BROKER
    FOR        AGAINST    ABSTAIN    NON-VOTE
192,209,700   1,434,773   783,203   38,885,978

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MACY'S, INC.

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