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Share Name | Share Symbol | Market | Type |
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Macys Inc | NYSE:M | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 19.40 | 0 | 09:01:26 |
As filed with the Securities and Exchange Commission on May 21, 2021
Registration No.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MACY’S, INC.
(Exact name of registrant as specified in its charter)
Delaware
incorporation or organization) |
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13-3324058
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151 West 34th Street
New York, New York 10001
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MACY’S, INC. 2021 EQUITY AND
INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Elisa D. Garcia, Esq.
Chief Legal Officer and Secretary
Macy’s, Inc.
151 West 34th Street
New York, New York 10001
(212) 494-1621
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
c |
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Non-accelerated filer |
c |
(Do not check if a smaller reporting company) |
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Smaller reporting company |
c |
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Emerging growth company |
c |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition |
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period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the |
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Securities Act. |
c |
CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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Common Stock, par value $.01 per share |
25,800,000 shares |
$18.37 |
$473,946,000 |
$51,707.51 |
Predecessor Plan Shares (2) |
1,873,301 shares |
$18.37 |
$34,412,539 |
$3,754.41 |
Total |
27,673,301 shares |
$18.37 |
$508,358,539 |
$55,461.92 |
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.01 per share (the “Common Stock”), of Macy’s, Inc. (the “Registrant”) which may become issuable pursuant to the antidilution provisions of the Registrant’s 2021 Equity and Incentive Compensation Plan (the “2021 Plan”).
(2) This Registration Statement covers 25,800,000 shares of Common Stock, not previously registered, issuable under the 2021 Plan. In addition, the number of shares available for issuance under the 2021 Plan may be increased from time to time by shares of Common Stock subject to outstanding awards under the Registrant’s 2018 Equity and Incentive Compensation Plan (the “2018 Plan”) and the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2009 Plan” and, together with the 2018 Plan, the “Predecessor Plans”) that are forfeited, cancelled, expire, settled for cash (in whole or in part) or unearned (in whole or in part), as applicable, after January 30, 2021. This Registration Statement also covers 1,873,301 shares of Common Stock that were subject to such outstanding awards under the Predecessor Plans, but that are now available for issuance under the 2021 Plan because such awards were forfeited, cancelled, expired, settled for cash (in whole or in part) or unearned (in whole or in part) after January 30, 2021 (the “Predecessor Plan Shares”). The Predecessor Plan Shares were registered on Registration Statements on Form S-8 filed with the Securities and Exchange Commission (Registration Nos. 333-225210 (2018 Plan); and 333-160564 (2009 Plan)). Concurrently with the filing of this Registration Statement, the Registrant has filed post-effective amendments to the Registration Statements for the Predecessor Plans deregistering the Predecessor Plan Shares which are being carried forward under this Registration Statement. The post-effective amendments to the Registration Statements for the Predecessor Plans also deregister the shares of Common Stock under the Predecessor Plans that have been available for grant but have not been granted as of the date of this Registration Statement.
(3) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on May 20, 2021, a date within five business days prior to filing.
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PART II |
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT |
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Item 3. Incorporation of Documents by Reference. |
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The following documents, which the Registrant has filed with the Commission, are incorporated by reference into this Registration Statement: |
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(a) |
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(b) |
The Registrant’s Current Reports on Form 8-K filed on: February 26, 2021; March 2, 2021; March 2, 2021; March 3, 2021; March 17, 2021; and March 25, 2021. |
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(c) |
The description of the Registrant’s Common Stock contained in a Registration Statement on Form 8-A (File No. 001-13536), filed on December 12, 1994 and any subsequent amendment(s) or report(s) filed for the purpose of updating such description. |
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All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. |
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Item 4. Description of Securities. |
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Not applicable. |
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Item 5. Interests of Named Experts and Counsel. |
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The legality of the Registrant’s Common Stock being registered hereunder has been passed upon by Elisa D. Garcia, Chief Legal Officer of the Registrant. As of the date of the filing of this Registration Statement, Ms. Garcia held 26,599 shares of Common Stock, vested options to purchase 252,848 shares and unvested options to purchase 62,670 shares of Common Stock, and 163,214 unvested time-based restricted stock units. |
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Item 6. Indemnification of Directors and Officers. |
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The Registrant’s certificate of incorporation and by-laws provide that the Registrant shall indemnify its officers and directors to the full extent permitted by the Delaware General Corporation Law or any other applicable law. Section 145 of the Delaware General Corporation Law provides, in general, that each director and officer of a corporation may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed legal proceedings in which he or she is involved by reason of the fact that he or she is or was a director or officer, if he or she acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe that his or her conduct was unlawful. If the legal proceeding, however, is by or in the right of the corporation, the director or officer may not be indemnified in respect of any claim, issue or matter as to which he or she has been adjudged to be liable to the corporation unless a court determines otherwise. |
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The Registrant maintains insurance for officers and directors against certain liabilities, including liabilities under the Securities Act. |
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Item 7. Exemption From Registration Claimed.
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
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Date |
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Chairman of the Board, Chief Executive Officer )
and Director
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Executive Vice President and Chief Financial )
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Senior Vice President and Controller )
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Director ) |
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Director ) |
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Director ) |
May 21, 2021 |
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Director ) |
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Director ) |
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Director ) |
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Director ) |
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Director ) |
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Director ) |
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The undersigned, by signing her name hereto, does sign and execute this Registration Statement pursuant to Powers of Attorney executed by the above-named persons and filed with the Securities and Exchange Commission. |
Dated: May 21, 2021 |
By: /s/ Elisa D. Garcia |
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Elisa D. Garcia |
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Attorney-in-Fact |
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1 Year Macys Chart |
1 Month Macys Chart |
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