Macy’s, Inc. Announces Receipt of Director Nominations from Arkhouse

Rhea-AI Summary

Macy’s, Inc. reiterates commitment to long-term value creation amidst director nominations and acquisition proposal. The Board and management emphasize expertise, openness to value creation opportunities, and strategic planning for shareholder value. The company evaluates options for growth and customer experience enhancement.

Reiterates Board and Management’s Commitment to Long-Term Value Creation

NEW YORK--(BUSINESS WIRE)-- Macy’s, Inc. (NYSE: M) announced today that its Board of Directors (the “Board”) has received notice from Arkhouse Management Co. LP (“Arkhouse”) that it has nominated nine individuals to stand for election to the Macy’s, Inc. Board of Directors at the Company’s 2024 Annual Meeting. Macy’s, Inc. issued the following statement:

Macy’s, Inc. has a diverse, experienced and engaged Board who collectively bring expertise in areas relevant to Macy’s, Inc.’s business, strategy and guiding the Company in creating shareholder value. Our Board of Directors and management team are open to value creation opportunities, and we have a proven track record of evaluating a broad range of options with that objective in mind.

Over the past year as part of our leadership succession plan, our Board, together with our management team, has taken a critical look across all aspects of our business to develop a forward-looking strategy that leverages our strengths, heritage, and previous investments with a focus on customer experience across omni-channel nameplates and platforms. We look forward to sharing more on this value-creating strategy as part of our fourth quarter and full year 2023 earnings report.

These director nominations by Arkhouse follow the December 1, 2023 unsolicited, non-binding proposal from Arkhouse and Brigade to acquire all of the outstanding shares of the Company for $21.00 per share in cash. In regard to the proposal:

• As previously announced, upon receipt of the proposal and consistent with its fiduciary duties, the Board conducted a careful review of the proposal in consultation with its independent legal, financial and real estate advisors.

• Given concerns by the Board and our advisors about Arkhouse and Brigade’s ability to successfully execute the financing plan included with their proposal, we requested additional information, but such limited additional information provided by Arkhouse, Brigade and their financial advisor failed to address the Board’s concerns.

• Ultimately, the Board determined that the proposal was not actionable and lacked compelling value.

• Subsequently, and in keeping with the Board and management team’s openness to considering opportunities to enhance shareholder value, we directed our financial advisors to engage again with Arkhouse and Brigade’s financial advisor. The purpose of our outreach was to provide further clarity for Arkhouse and Brigade regarding the types of additional financing information they could provide to potentially advance discussions with the Board.

• Rather than make any attempt to provide additional information, Arkhouse instead sent a letter to our Board on Sunday, February 11, 2024, requesting we extend our director nomination window by 10 days and claiming inaccurately that they had responded to any outstanding issues.

Arkhouse and Brigade have yet to provide any financing details that would enhance the actionability of their proposal despite multiple opportunities to do so, and instead of attempting a constructive dialogue, Arkhouse has chosen to launch a proxy contest.

Notwithstanding the sole objective of Arkhouse is a sale of Macy’s Inc., our Nominating and Corporate Governance Committee will evaluate Arkhouse’s director candidates.

We value the perspectives of Macy’s, Inc. shareholders and look forward to an ongoing dialogue with them about our performance, strategic direction and value creation opportunities. The Board and management team will continue to take actions that we believe are in the best interests of the Company and all of our shareholders.

The Board will present its recommendation with respect to the election of directors in the Company’s proxy statement, which will be filed with the Securities and Exchange Commission ahead of the Company’s 2024 Annual Meeting. The 2024 Annual Meeting date has not yet been finalized.

Bank of America Securities and Wells Fargo are acting as financial advisors and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to the Company.

About Macy’s, Inc.

At Macy’s, Inc. (NYSE: M), we are a trusted source for quality brands at great values from off-price to luxury. Across our iconic nameplates, including Macy’s, Bloomingdale’s and Bluemercury, we help our customers express their unique style and celebrate special moments, big and small. Headquartered in New York City, we operate one of retail’s largest e-commerce businesses integrated with a nationwide footprint to deliver the most convenient and seamless shopping experience. Our purpose is to create a brighter future with bold representation – so we can realize the full potential of every one of us. For more information, visit macysinc.com.

Forward-Looking Statements

All statements in this press release that are not statements of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of Macy’s management and are subject to significant risks and uncertainties. Actual results could differ materially from those expressed in or implied by the forward-looking statements contained in this release because of a variety of factors, including Macy’s ability to successfully execute against its five growth vectors, including the ability to realize the anticipated benefits associated with the strategy, conditions to, or changes in the timing of proposed real estate and other transactions, prevailing interest rates and non-recurring charges, the effect of potential changes to trade policies, store closings, competitive pressures from specialty stores, general merchandise stores, off-price and discount stores, manufacturers’ outlets, the Internet and catalogs and general consumer spending levels, including the impact of the availability and level of consumer debt, possible systems failures and/or security breaches, the potential for the incurrence of charges in connection with the impairment of intangible assets, including goodwill, declines in credit card revenues, Macy’s reliance on foreign sources of production, including risks related to the disruption of imports by labor disputes, regional or global health pandemics, and regional political and economic conditions, the effect of weather, inflation, inventory shortage, labor shortages, the amount and timing of future dividends and share repurchases, our ability to execute on our strategies and achieve expectations related to environmental, social, and governance matters, and other factors identified in documents filed by the company with the Securities and Exchange Commission, including under the captions “Forward-Looking Statements” and “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended January 28, 2023. Macy’s disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Important Additional Information Regarding Proxy Solicitation

Macy’s intends to file a proxy statement and WHITE proxy card with the SEC in connection with the solicitation of proxies for the Company’s 2024 Annual Meeting of Shareholders (the “Proxy Statement” and such meeting the “2024 Annual Meeting”). Macy’s, its directors and certain of its executive officers will be participants in the solicitation of proxies from shareholders in respect of the 2024 Annual Meeting. Information regarding the names of Macy’s directors and executive officers and their respective interests in Macy’s by security holdings or otherwise is set forth in the Company’s proxy statement for the 2023 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 3, 2023 (the “2023 Proxy Statement”) and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/794367/000155837023005400/m-20230519xdef14a.htm. Please refer to the sections captioned “Stock Ownership,” “Fiscal 2022 Non-Employee Director Compensation Table” and “Compensation of the Named Executive Officers in 2022” in the 2023 Proxy Statement. To the extent holdings of such participants in Macy’s securities have changed since the amounts described in the 2023 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information can also be found in Macy’s Annual Report on Form 10-K for the year ended January 28, 2023, filed with the SEC on March 24, 2023 and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/794367/000162828023009154/m-20230128.htm. Details concerning the nominees of the Macy’s Board of Directors for election at the 2024 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF MACY’S ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING MACY’S DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These documents, including the definitive Proxy Statement (and any amendments or supplements thereto) and other documents filed by Macy’s with the SEC, are available for no charge at the SEC’s website at http://www.sec.gov and at Macy’s investor relations website at https://macysinc.com/investors.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240219775604/en/

Media – Chris Grams

communications@macys.com

Investors – Pamela Quintiliano

investors@macys.com

Source: Macy’s, Inc.

FAQ

What is the latest announcement from Macy’s, Inc. regarding its Board of Directors?

Macy’s, Inc. announced that Arkhouse Management Co. LP has nominated nine individuals to stand for election to the Macy’s, Inc. Board of Directors at the 2024 Annual Meeting.

What is the proposed acquisition offer mentioned in the press release?

Arkhouse and Brigade proposed to acquire all outstanding shares of Macy’s, Inc. for $21.00 per share in cash.

How has Macy’s, Inc. responded to the acquisition proposal?

The Board conducted a thorough review of the proposal with independent advisors and expressed concerns regarding the offer.

What strategic planning has Macy’s, Inc. undertaken for value creation?

The company has focused on leadership succession planning, evaluating business aspects, and developing a forward-looking strategy to enhance customer experience across omni-channel platforms.