SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

Date of Report:  October 28, 2008

 

 

MACY’S, INC.

 

7 West Seventh Street, Cincinnati, Ohio 45202
(513) 579-7000

 

-and-

 

151 West 34th Street, New York, New York 10001
(212) 494-1602

 

 

Delaware

1-13536

13-3324058

(State of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 5.05.

Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

 

 

 

(a)   On October 28, 2008, Macy’s, Inc. revised the Code of Business Conduct and Ethics posted on its website at www.macysinc.com/investors/governance  to apply only to non-employee directors of the company and re-named it as the Code of Business Conduct and Ethics for Non-Employee Directors.  The company also posted its new Code of Conduct on the website.  This Code of Conduct applies to all employees, including Macy’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

 

 

 

 


 

 

MACY’S, INC.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

MACY’S, INC.

 

 

Dated:   October 28, 2008

By:     /s/ Dennis J. Broderick                         

 

Name:  Dennis J. Broderick

 

Title:  Senior Vice President, General Counsel and Secretary