ý	No fee required

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)	Title of each class of securities to which transaction applies:

2)	Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

4)	Proposed maximum aggregate value of transaction:

5)	Total fee paid:

¨	Fee paid previously with preliminary materials

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)	Amount Previously Paid:

2)	Form, Schedule or Registration Statement No.:

3)	Filing Party:

4)	Date Filed:

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1.	Elect ten members of Macy's board of directors;

2.	Ratify the appointment of KPMG LLP as Macy's independent registered public accounting firm for the fiscal year ending January 31, 2015;

3.	Cast an advisory vote to approve the compensation of our named executive officers;

4.	Vote to approve Macy's Amended and Restated 2009 Omnibus Incentive Compensation Plan; and

5.	Conduct such other business as may properly come before the annual meeting or any postponements or adjournments thereof.

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Time and date:	11:00 a.m., Eastern Time, on May 16, 2014

Place:	Macy's, Inc., 7 West Seventh Street, Cincinnati, OH 45202

Record date:	March 21, 2014

How to vote:	In general, you may vote either in person at the annual meeting or by telephone, the Internet, or mail.

Common shares outstanding as of record date:	369,022,152 shares

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•	Total sales for fiscal 2013 were $27.9 billion, up 0.9% from fiscal 2012 total sales of $27.7 billion. Fiscal 2013 includes 52 weeks and fiscal 2012 included 53 weeks.

•	On a comparable basis, sales in fiscal 2013 were up 1.9%, the fourth consecutive year of comparable sales growth. We calculate comparable sales as sales from stores in operation throughout fiscal 2012 and fiscal 2013, all internet sales and adjust for the 53rd week in fiscal 2012.

•

Comparable sales, together with sales of departments licensed to third parties, for fiscal 2013 were up 2.8% compared to fiscal 2012. See page 16 of the Company's Form 10-K for fiscal 2013 for a reconciliation of this non-GAAP financial measure to the most comparable GAAP financial measure and other important information. We believe that this supplemental information is a key metric in measuring our ability to generate sales growth on a comparable basis whether a selling department is operated by the Company or a third party.

•

Fiscal 2013 earnings per diluted share were $4.00 per share, excluding impairments, store closing and other costs, up 16% from fiscal 2012 on a comparable basis. Fiscal 2012 earnings per diluted share were $3.46 per share, excluding impairments, store closing costs and the premium on early debt retirement. See pages 16 to 19 of the Company's Form 10-K for fiscal 2013 for a reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures and other important information.

•

EBIT (or operating income) for fiscal 2013 totaled $2.766 billion, or 9.9% of sales, excluding impairments, store closing and other costs, an increase of 3.8% and 30 basis points as a percent of sales over fiscal 2012 on a comparable basis. For fiscal 2012, EBIT totaled $2.666 billion, or 9.6% of sales, excluding impairments and store closing costs. Fiscal 2013 includes 52 weeks and fiscal 2012 included 53 weeks. See pages 16 to 19 of the Company's Form 10-K for fiscal 2013 for a reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures and other important information.

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•

Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, excluding impairments, store closing and other costs) margin reached 13.6% in fiscal 2013, reflecting a steady improvement toward our goal of 14%, compared to an Adjusted EBITDA margin of 13.4% in fiscal 2012. See pages 16 to 19 of the Company's Form 10-K for fiscal 2013 for a reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures and other important information.

•

Return on Invested Capital (ROIC) - a key measure of operating productivity - rose in fiscal 2013, the fifth consecutive year of improvement. ROIC reached 21.5% in fiscal 2013, compared to 21.2% in fiscal 2012. See pages 16 to 19 of the Company's Form 10-K for fiscal 2013 for a reconciliation of this non-GAAP financial measure to the most comparable GAAP financial measure and other important information.

•	Our common stock price at the end of fiscal 2013 was $53.20 per share, a 34.6% increase from the closing price of $39.51 per share at the end of fiscal 2012.

•	Our one-year, three-year and five-year total shareholder return, or TSR, was 37.4%, 143.9% and 541.3%, respectively, which ranked in the 100th percentile, above the 98th percentile and above the 78th percentile, respectively, compared to the TSR of our fiscal 2013 executive compensation peer group for the same periods.

•	We returned approximately $1.9 billion to shareholders through dividends and share repurchases and increased our cash dividend by 25% in fiscal 2013, to an annualized $1.00 per share.

•	as in past years, a substantial majority of the named executive officers' compensation was in the form of long-term incentive awards, including stock options and performance-based restricted stock units;

•	the performance-based restricted stock units are subject to performance metrics to ensure a strong connection between compensation and the Company's performance over a three-year performance period:

•	the number of shares that vest at the end of the three-year performance period depends upon how well we have performed in relation to the performance metrics;

•	with respect to performance-based restricted stock units granted in 2011, our strong financial performance over the three-year (2011-2013) performance period with respect to cumulative EBITDA (earnings before interest, taxes, depreciation and amortization), average EBITDA margin and average ROIC performance metrics resulted in 148.5% of the targeted number of performance units being earned; and

•	with respect to performance-based restricted stock units granted in fiscal 2013, the CMD Committee used cumulative EBITDA, average EBITDA margin, average ROIC and relative TSR (total shareholder return) performance metrics for the three-year (2013-2015) performance period; and

•	annual bonus payouts were subject to achievement of targeted levels of financial results with respect to three key performance metrics included in our annual business plan (sales, earnings before interest and taxes (EBIT) and cash flow);

•	the CMD Committee awarded annual bonus payments with respect to fiscal 2013 performance to the named executive officers of 68% of their targeted bonus opportunity based on achievement of pre-determined goals.

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•	if required by applicable law;

•	to persons engaged in the receipt, counting, tabulation or solicitation of proxies who have agreed to maintain shareholder confidentiality as provided in the policy;

•	in those instances in which shareholders write comments on their proxy cards or otherwise consent to the disclosure of their vote to Macy's management;

•	in the event of a proxy contest or a solicitation of proxies in opposition to the voting recommendations of the Board;

•	in respect of a shareholder proposal that the Nominating and Corporate Governance Committee of the Board, referred to as the NCG Committee, after having allowed the proponent of the proposal an opportunity to present its views, determines is not in the best interests of Macy's and its shareholders; and

•	in the event that representatives of Macy's determine in good faith that a bona fide dispute exists as to the authenticity or tabulation of voting materials.

•

Item 1. Director nominees must be elected by the affirmative vote of a majority of the shares represented at the meeting and actually voted on the matter. Abstentions and broker non-votes will have no effect in determining whether the proposal has been approved. Any incumbent nominee for director who receives a greater number of votes cast "against" than votes cast "for" shall continue to serve on the Board pursuant to Delaware law, but, pursuant to our director resignation policy, shall tender his or her resignation for consideration by the NCG Committee. The NCG Committee will promptly consider such resignation and recommend to the Board the action to be taken with respect to the tendered resignation. The Board will publicly disclose its decision within 90 days after the certification of the election results. Any director who tenders his or her resignation pursuant to this policy would not participate in the NCG Committee's recommendation or the Board's consideration regarding whether or not to accept the tendered resignation.

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•	Item 2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the shares represented at the meeting and actually voted on the matter. Abstentions and broker non-votes will have no effect in determining whether the proposal has been approved.

•	Item 3. The advisory (non-binding) proposal to approve the compensation of our named executive officers, as disclosed in this proxy statement, requires the affirmative vote of a majority of the shares represented at the meeting and actually voted on the matter. Abstentions and broker non-votes will have no effect in determining whether the proposal has been approved.

•	Item 4. The proposal to approve the Amended and Restated 2009 Omnibus Incentive Compensation Plan requires the affirmative vote of a majority of the shares represented at the meeting and actually voted on the matter. Abstentions and broker non-votes will have no effect in determining whether the proposal has been approved.

•	FOR each of the director nominees (Item 1);

•	FOR the ratification of the appointment of our independent registered public accounting firm (Item 2);

•	FOR the advisory vote to approve the compensation of our named executive officers (Item 3); and

•	FOR the approval of our Amended and Restated 2009 Omnibus Incentive Compensation Plan (Item 4).

•	Internet:    You can vote over the Internet at the Web address shown on your proxy card up until 11:59 p.m., Eastern Time, on May 15, 2014. Internet voting is available 24 hours a day, seven days a week. When you vote over the Internet, you should not return your proxy card.

•	Telephone:    You can vote by telephone by calling the toll-free number on your proxy card up until 11:59 p.m., Eastern Time, on May 15, 2014. Telephone voting is available 24 hours a day, seven days a week. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. When you vote by telephone, you should not return your proxy card.

•	Mail:    You can vote by mail by simply signing, dating and mailing your proxy card in the postage-paid envelope included with this proxy statement. Your proxy card must be received prior to 11:59 p.m., Eastern Time, on May 15, 2014.

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•	submitting evidence of your revocation to the Company's Corporate Secretary;

•	voting again over the Internet or by telephone prior to 11:59 p.m., Eastern Time, on May 15, 2014;

•	signing another proxy card bearing a later date and mailing it so that it is received prior to 11:59 p.m., Eastern Time, on May 15, 2014; or

•	voting in person at the annual meeting, although attendance at the annual meeting will not, in itself, revoke a proxy.

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(1)	Based on a Schedule 13G/A dated January 17, 2014 and filed with the SEC by BlackRock on January 30, 2014. The Schedule 13G/A reports that, as of December 31, 2013, BlackRock had sole voting power over 16,844,133 shares and sole dispositive power over 20,399,851 shares of Macy's common stock.

(2)	Based on a Schedule 13G dated February 6, 2014 and filed with the SEC by Vanguard on February 12, 2014. The Schedule 13G reports that, as of December 31, 2013, Vanguard had sole voting power over 607,522 shares, sole dispositive power over 23,839,272 shares and shared dispositive power over 570,173 shares of Macy's common stock.

(1)

Aggregate number of shares of Macy's common stock currently held or which may be acquired within 60 days after March 21, 2014 (i) through the exercise of options granted under our 2009 Omnibus Incentive Compensation Plan, referred to as the 2009 Omnibus Plan, our 1995 Executive Equity Incentive Plan, referred to as the 1995 Equity Plan, or our 1994 Stock Incentive Plan, referred to as the 1994 Stock Plan and (ii) with respect to the Non-Employee Directors, through distributions in settlement of deferred stock credits that would be triggered if the director's service on the Board were to end during the 60-day period.

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(2)

Number of shares of Macy's common stock which may be acquired within 60 days after March 21, 2014 (i) through the exercise of options granted under the 2009 Omnibus Plan, the 1995 Equity Plan and the 1994 Stock Plan and (ii) with respect to Non-Employee Directors, through distributions in settlement of deferred stock credits that would be triggered if the director's service on the Board were to end during the 60-day period.

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•

The director may not be (and may not have been within the preceding 60 months) an employee and no member of the director's immediate family may be (and may not have been within the preceding 36 months) an executive officer of Macy's or any of its subsidiaries. For purposes of these Standards for Director Independence, "immediate family" includes a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and

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•	The director is not a party to any contract pursuant to which such director provides personal services (other than as a director) to Macy's or any of its subsidiaries.

•

Neither the director nor any member of his or her immediate family receives, or has received during any 12-month period within the preceding 36 months, direct compensation of more than $120,000 per year from Macy's or any of its subsidiaries (other than director and committee fees and pension or other forms of deferred compensation for prior service that is not contingent on continued service or, in the case of an immediate family member, compensation for service as a non-executive employee).

•

Neither the director nor any member of his or her immediate family is (and has not been within the preceding 60 months) affiliated with or employed in a professional capacity, including as an executive officer, partner or principal, by any corporation or other entity that is or was a paid adviser, consultant or provider of professional services to, or a substantial supplier of, Macy's or any of its subsidiaries.

•	The director is not a current employee and no member of his or her immediate family is a current executive officer of a company that makes payments to, or receives payments from, Macy's for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues.

•	The director is not employed by an organization that received, within the preceding 60 months, eleemosynary grants or endowments from Macy's or any of its subsidiaries in excess of $250,000 in any fiscal year of Macy's.

•	The director is not a parent, child, sibling, aunt, uncle, niece, nephew or first cousin of any other director of Macy's.

•	The director is not a party to any agreement binding him or her to vote, as a shareholder of Macy's, in accordance with the recommendations of the Board.

•	The director is not a director of any corporation or other entity (other than Macy's) of which Macy's Chairman or Chief Executive Officer is also a director.

•	Neither the director nor a member of the director's immediate family is employed as an executive officer (and has not been so employed for the preceding 36 months) by another company where any of Macy's present executive officers at the same time serves or served on that company's compensation committee.

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•	presides over executive sessions of the Non-Employee Directors;

•	works with management to set the agenda for each executive session, considering any matters proposed by other Non-Employee Directors to be discussed at an executive session; and

•	meets separately with the Chairman and CEO within a reasonable period of time after an executive session to review the matters discussed during the executive session that require the Chairman and CEO's action or attention.

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•	Pay philosophy, peer group and market positioning are appropriate in light of our business model and size relative to our peer group of companies.

•	The programs have an appropriate degree of balance with respect to the mix of cash and equity compensation and measure performance against both annual and multi-year standards.

•	Performance goals are set at levels that are sufficiently high to encourage strong performances and support the resulting compensation expense, but within reasonably attainable parameters to discourage pursuit of excessively risky business strategies.

•	The performance metrics focus participants on growth, profitability and asset efficiency, as well as absolute and relative stock price appreciation, thereby holding management accountable to achievement of key operational and strategic priorities that support our short- and long-term strategic objectives.

•	The CMD Committee has the ability to reduce amounts earned under the annual bonus program to reflect a subjective evaluation of the quality of earnings, individual performance and other factors that should influence earned compensation.

•	Meaningful risk mitigators are in place, including substantial stock ownership guidelines, the three-year relative TSR performance goal in the performance share program, compensation clawback provisions, anti-hedging/pledging policies, independent CMD Committee oversight, and engagement of an independent consultant that does no other work for the Company or management.

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•	reviewing the professional services provided by our independent registered public accounting firm and the independence of such firm prior to initial engagement of the firm and annually thereafter;

•	reviewing the scope of the audit by our independent registered public accounting firm;

•	reviewing any proposed non-audit services by our independent registered public accounting firm to determine if the provision of such services is compatible with the maintenance of their independence, and approval of same;

•	reviewing our annual financial statements, systems of internal accounting controls, material legal developments relating thereto, and legal compliance policies and procedures;

•	discussing policies with respect to our risk assessment and risk management;

•	reviewing matters with respect to our legal, accounting, auditing and financial reporting practices and procedures as it may find appropriate or as brought to its attention, including our compliance with applicable laws and regulations;

•	monitoring the functions of our Compliance and Ethics organization, including review and discussing with management and the Board the organization's reports describing its on-going projects, the status of its communications and training programs, the status of pending compliance issues and other matters;

•	reviewing with members of our internal audit staff the internal audit department's staffing, responsibilities and performance, including its audit plans, audit results and actions taken with respect to those results; and

•	establishing procedures for the Audit Committee to receive, review and respond to complaints regarding accounting, internal accounting controls, and auditing matters, as well as confidential, anonymous submissions by employees of concerns related to questionable accounting or auditing matters.

•	reviewing the salaries of our chief executive officer and other executive officers and, either as a committee or together with the other independent directors (as directed by the Board), setting compensation levels for these executives;

•

administering our bonus, incentive and stock option plans, including (i) establishing any annual or long-term performance goals and objectives and maximum annual or long-term incentive awards for the chief executive officer and the other executives, (ii) determining whether and the extent to which annual and/or long-term performance goals and objectives have been achieved, and (iii) determining related annual and/or long-term incentive awards for the chief executive officer and the other executives;

•	reviewing and approving the benefits of the chief executive officer and our other executive officers;

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•	reviewing and approving any proposed employment agreement with, and any proposed severance, termination or retention plans, agreements or payments applicable to, any of our executive officers;

•	advising and consulting with management regarding our pension, benefit and compensation plans, policies and practices;

•	establishing chief executive officer and key executive succession plans, including plans in the event of an emergency, resignation or retirement; and

•	reviewing and monitoring executive development strategies and practices for senior level positions and executives in order to assure the development of a pool of management and executive personnel for adequate and orderly management succession.

•	reviewing capital projects and other financial commitments and approving such projects and commitments above $25 million and below $50 million, reviewing and making recommendations to the Board with respect to approval of all such projects and commitments of $50 million and above, and reviewing and tracking the actual progress of approved capital projects against planned projections;

•	reporting to the Board on potential transactions affecting our capital structure, such as financings, refinancings and the issuance, redemption or repurchase of our debt or equity securities;

•	reporting to the Board on potential changes in our financial policy or structure which could have a material financial impact on the Company;

•	reviewing the financial considerations relating to acquisitions of businesses and operations involving projected costs above $25 million and below $50 million and approving all such transactions, and recommending to the Board on all such transactions involving projected costs of $50 million and above;

•	reviewing the financial considerations relating to dispositions of businesses and operations involving projected proceeds above $50 million, and endorsing and recommending to the Board all such transactions; and

•	reviewing the management and performance of the assets of our retirement plans.

•	identifying and screening candidates for future Board membership;

•	proposing candidates to the Board to fill vacancies as they occur, and proposing nominees to the Board for election by the shareholders at annual meetings;

•	reviewing our Corporate Governance Principles and recommending to the Board any modifications that the NCG Committee deems appropriate;

•	overseeing the evaluation of and reporting to the Board on the performance and effectiveness of the Board and its committees and other issues of corporate governance, and recommending to the Board any changes concerning the composition, size, structure and activities of the Board and the committees of the Board as the NCG Committee deems appropriate based on its evaluations;

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•	reviewing and reporting to the Board with respect to director compensation and benefits and make recommendations to the Board as the NCG Committee deems appropriate; and

•	considering possible conflicts of interest of Board members and management and making recommendations to prevent, minimize, or eliminate such conflicts of interest.

•	personal qualities and characteristics, accomplishments and reputation in the business community;

•	knowledge of the retail industry or other industries relevant to our business;

•	relevant experience and background that would benefit the Company;

•	ability and willingness to commit adequate time to Board and committee matters;

•	the fit of the individual's skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to our needs; and

•	diversity of viewpoints, background, experience and demographics.

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•

Leadership Experience: Directors with experience in significant senior leadership positions with large organizations over an extended period provide the Company with special insights. Strong leaders bring vision, strategic agility, diverse and global perspectives and broad business insight to the Company. These individuals demonstrate a practical understanding of how large organizations operate, including the importance of succession planning, talent management and how employee and executive compensation is set. They possess skills for managing change and growth and demonstrate a practical understanding of organizations, operations, processes, strategy, risk management and methods to drive growth.

•

Finance Experience: An understanding of finance and related reporting processes is important for directors. We measure our operating and strategic performance by reference to financial goals, including for purposes of executive compensation. In addition, accurate financial reporting is critical to our success. Directors who are financially literate are better able to analyze our financial statements, capital structure and complex financial transactions and ensure the effective oversight of the Company's financial measures and internal control processes.

•

Industry Knowledge and Global Business Experience: We seek to have directors with experience as executives, directors or in other leadership positions in areas relevant to the retail industry on a global scale. We value directors with a global business perspective and those with experience in our high priority areas, including consumer products, customer service, licensing, human resource management and merchandising (including e-commerce and other channels of commerce).

•

Sales and Marketing Experience: Directors with experience in dealing with consumers, particularly in the areas of marketing, marketing-related technology, advertising or otherwise selling products or services to consumers, provide valuable insights to the Company. They understand consumer needs and are experienced in identifying and developing marketing campaigns that might resonate with consumers, the use of technology and emerging and non-traditional marketing media (such as social networking, viral marketing and e-commerce), and identifying potential changes in consumer trends and buying habits.

•	Technology Experience: Directors with an understanding of technology as it relates to the retail industry and/or marketing help the Company focus its efforts in developing and investing in new technologies.

•	Public Company Board Experience: Directors who have experience on other public company boards develop an understanding of corporate governance trends affecting public companies and the extensive and complex oversight responsibilities associated with the role of a public company director. They also bring to the Company an understanding of different business processes, challenges and strategies.

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•	that the notice by the shareholder set forth certain information concerning such shareholder and the shareholder's nominees, including their names and addresses;

•	a representation that the shareholder is entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;

•	the class and number of shares of Macy's stock owned or beneficially owned by such shareholder;

•	a description of all arrangements or understandings between the shareholder and each nominee;

•	such other information as would be required to be included in a proxy statement soliciting proxies for the election of the nominees of such shareholder; and

•	the consent of each nominee to serve as a director of Macy's if so elected.

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(1)	All cash compensation is reflected in the "Fees Earned or Paid in Cash" column, whether it is paid currently in cash or deferred under the Director Deferred Compensation Plan.

(2)	The Non-Employee Directors received 2,774 restricted stock units on May 17, 2013, valued at $48.67 per share, which was the closing price of our common stock on the grant date. The following table shows the number of stock options, stock credits and restricted stock units held by each of the Non-Employee Directors as of the end of fiscal 2013:

(3)

The present value of benefits under the retirement plan for Non-Employee Directors for each individual was determined as a deferred temporary life annuity based on years of Board service prior to May 16, 1997. The present value basis includes a discount rate of 4.5% and generational mortality rates under the RP2000CH table projected using scale AA. Scale AA defines how future mortality improvements are incorporated into the projected mortality table and is based on a blend of Federal Civil Service and Social Security experience from 1977 through 1993. The increase in the actuarial present value of the pension benefit is mainly attributable to the fact that the annual retainer increased from $60,000 to $65,000 for fiscal 2013, and was offset by an increase in the mandatory retirement age from 72 to 74. The calculations assume that the annual retainer remains at $65,000 (the retainer at the end of fiscal 2013) and a retirement at age 74, the mandatory retirement age for Directors as of the end of fiscal 2013.

(4)	"All Other Compensation" consists of the items shown below. Merchandise discounts are credited to the Directors' Macy's charge accounts.

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•	any shares beneficially owned by the director or members of the director's immediate family;

•	restricted stock or restricted stock units before the restrictions have lapsed; and

•	stock credits or other stock units credited to a director's account.

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•	aligns executive compensation with shareholder value on an annual and long-term basis through a combination of base pay, annual bonus and long-term incentives;

•	includes a mix of direct compensation elements that emphasizes performance results, with 87% of the targeted compensation for the Chief Executive Officer and 70% on average of the targeted compensation for the other Named Executives being tied to changes in shareholder value and how well the Company performs against its business plans and objectives;

•	delivers annual bonus payouts to executives only when they achieve targeted levels of financial results with respect to three key performance metrics included in our annual business plan - sales, earnings before interest and taxes (EBIT) and cash flow;

•	encourages long-term decision-making by aligning the interests of executives with those of shareholders through long-term equity incentives that are subject to multi-year vesting and/or performance requirements that include financial, operational and strategic objectives as well as changes in absolute and relative shareholder value over time; and

•	includes features that mitigate risks to the Company, including limits on incentive awards, use of multiple performance measures in our incentive plans, substantial stock ownership guidelines, compensation clawback provisions, anti-hedging/pledging policies, independent CMD Committee oversight and engagement of an independent consultant that does no other work for the Company or management.

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•	updates the performance criteria and methodology used to develop performance goals for awarding performance-based awards to covered employees that are intended to be exempt from the limitations of Section 162(m) of the Internal Revenue Code (the "Code");

•	includes a dollar limitation of $350,000 on awards that may be made to a Non-Employee Director during any fiscal year;

•	provides for an extension of the period of time to exercise a non-qualified option right or a stock appreciation right ("SAR") if the last day to exercise such award occurs during a blackout or lockup period or when otherwise prohibited by law to 30 days following the end of such impediment;

•	provides for a Plan term that expires on the tenth anniversary of shareholder approval (May 16, 2024); and

•	adds a definition of "Change in Control" that is consistent with the change in control definition in the Company's Change-in-Control Plan and permits the CMD Committee to include provisions in award agreements to address the treatment of an award in the event of a Change in Control of Macy's.

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•	help Macy's attract and retain directors, officers, other key executives and employees and consultants and advisors; and

•	provide such persons incentives for performance.

•	officers, executives, and other employees of Macy's and its subsidiaries (or persons who have agreed to commence serving in any such capacity);

•	Macy's non-employee directors; and

•	certain consultants and advisors providing services to Macy's or its subsidiaries.

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•	option rights, including incentive stock options ("ISOs"),

•	SARs,

•	restricted stock,

•	restricted stock units ("RSUs"),

•	performance shares, and

•	other stock-based awards.

•	decreased by one share for each share subject to an option right or SAR, and by 1.75 shares for each share subject to another award; and

•	increased by one share for each share subject to an option right or SAR, and by 1.75 shares for each share subject to another award, that is forfeited, expires or is settled for cash (in whole or in part).

•	Macy's common stock tendered or withheld in payment of the exercise price of an option right or to satisfy any tax withholding obligation for awards;

•	Macy's common stock subject to a SAR that is not issued when the SAR is exercised and settled in Macy's common stock; and

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•	Macy's common stock purchased on the open market or otherwise with the proceeds from the exercise of option rights granted under the Amended Plan, the Original Plan, the 1995 Equity Plan or the 1994 Stock Plan.

•	ISOs. The aggregate number of shares of Macy's common stock actually issued or transferred upon the exercise of ISOs will not exceed 30,000,000 shares.

•	Option Rights and SARs. No participant will be granted option rights or SARs, in the aggregate, for more than 2,000,000 shares of Macy's common stock during any fiscal year of Macy's.

•	Restricted Stock, RSUs and Performance Shares. No participant will be granted Qualified Performance-Based Awards of restricted stock, RSUs, performance shares or other share-based awards, in the aggregate, for more than 1,000,000 shares of Macy's common stock during any fiscal year of Macy's.

•	Incentive Awards. No participant will be granted a Qualified Performance-Based Award that is an Incentive Award for any performance period (as described below) for more than, in the aggregate, $6 million.

•	Director Limits. The aggregate grant date fair value of all awards granted to any non-employee director in any fiscal year shall not exceed $350,000, excluding awards made at a director's election in lieu of annual and committee cash retainers.

•	in cash or by check or wire transfer at the time of exercise;

•	by the transfer to Macy's of shares of Macy's common stock owned by the optionee;

•	by a combination of such payment methods;

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•	through broker facilitated cashless exercise procedures acceptable to the CMD Committee; or

•	by such other methods as may be approved by the CMD Committee.

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•	sales;

•	comparable sales;

•	sales per square foot;

•	owned sales plus licensed sales or comparable owned sales plus licensed sales;

•	pre-tax income;

•	gross margin;

•	operating or other expenses;

•	earnings before interest and taxes (EBIT);

•	earnings before interest, taxes, depreciation and amortization (EBITDA);

•	EBITDA margin;

•	net income;

•	earnings per share (either basic or diluted);

•	cash flow or net cash flow (as provided by or used in one or more of operating activities, investing activities and financing activities or any combination thereof);

•	return on investment (determined with reference to one or more categories of income or cash flow and one or more categories of assets, capital or equity, including return on net assets, return on sales, return on equity and return on invested capital);

•	stock price (appreciation, fair market value);

•	operating income;

•	revenue;

•	total shareowner return;

•	customer satisfaction;

•	gross margin return on investment;

•	gross margin return on inventory;

•	inventory turn;

•	market share;

•	leverage ratio;

•	coverage ratio;

•	employee engagement;

•	employee turnover;

•	strategic business objectives; and

•	strategic plan implementation.

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•	a person has become the beneficial owner of securities representing 30% or more of our combined voting power (subject to exceptions described in the Amended Plan); or

•

individuals who, on the effective date of the Amended Plan, constitute our directors or whose election as a director after such effective date was approved by at least two-thirds of the directors as of the effective date (or their successors or colleagues that have been so approved) cease for any reason to constitute at least a majority of the Board (subject to exceptions described in the Amended Plan); or

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consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of our assets and, as a result of or immediately following such merger, consolidation, reorganization, sale or transfer, less than a majority of the voting power of the resulting entity immediately after the transaction is held in the aggregate by the holders of the voting stock of Macy's immediately prior to the transaction (subject to exceptions described in the Amended Plan); or

•	shareholders approve a complete liquidation or dissolution of the Company.

•	by will or the laws of descent and distribution;

•	pursuant to a qualified domestic relations order; or

•	to a fully revocable trust of which the participant is treated as the owner for federal income tax purposes;

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•	the amendment would increase:

•	the maximum number of shares of Macy's common stock that may be issued under the Amended Plan;

•	the maximum number of shares of Macy's common stock that may be subject to option rights or SARs granted to any participant during any fiscal year of Macy's;

•	the maximum number of shares of Macy's common stock that may be granted as Qualified Performance-Based Awards of restricted stock or performance shares or with respect to Qualified Performance-Based Awards of RSUs during any fiscal year of Macy's; or

•	the maximum amount of any Incentive Award that may be awarded for any performance period;

•	the amendment would cause Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, to become inapplicable to the Amended Plan or awards granted under the Amended Plan; or

•	shareholder approval is required by applicable law or NYSE rules and regulations.

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•	Terry J. Lundgren, Chairman, President and Chief Executive Officer. Mr. Lundgren has been with Macy's for over 32 years, and has served as our Chief Executive Officer for the last 11 years, making him one of the longest-tenured CEOs in the department stores industry. He is a Named Executive by reason of his position as our principal executive officer.

•	Karen M. Hoguet, Chief Financial Officer. Mrs. Hoguet has been with Macy's for over 31 years, and has been our Chief Financial Officer for 16 years. She is a Named Executive by reason of her position as our principal financial officer.

•	Our three additional most highly compensated executive officers at the end of fiscal 2013, who are Named Executives by reason of their level of compensation:

•	Timothy M. Adams, Chief Private Brand Officer. Mr. Adams has been with Macy's for over 30 years. He has been in his current position since February 2009. Some of his prior positions include Chairman and CEO of Macy's Home Store and Chairman of Macy's Florida.

•	Jeffrey Gennette, Chief Merchandising Officer. Mr. Gennette has been with Macy's for over 30 years. He has been in his current position since February 2009 and assumed additional responsibility for overseeing marketing and macys.com in February 2012.

•	Peter R. Sachse, Chief Stores Officer. Mr. Sachse has been with Macy's for over 30 years. He has been in his current position since February 2012. Prior to that time, he was Chief Marketing Officer and Chairman of macys.com.

•	The senior-most executives, including the Named Executives, are held most accountable to shareholders by varying the portion of variable, performance-based pay directly with each executive's level of responsibility:

•	87% of Mr. Lundgren's targeted total direct compensation for fiscal 2013 was tied to performance objectives and subject to forfeiture in the event the goals were not met.

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•	On average, 70% of the targeted total direct compensation for fiscal 2013 of the other Named Executives was tied to performance objectives and subject to forfeiture in the event the goals were not met.

•	We emphasize equity-based long-term incentives to ensure that these executives are focused on longer-term operating and stock price performance in addition to shorter-term goals. The targeted value for long-term incentive awards for the Named Executives other than Mr. Lundgren is approximately twice the targeted value of their annual bonus awards and for Mr. Lundgren is approximately three times.

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The value received from our variable, performance-based pay, if any, is directly related to our performance and reflects a combination of internal financial measures of success, such as operating income (which represents earnings before interest and taxes, or EBIT), sales, cash flow, return on invested capital (ROIC) and external measurements of success, such as stock price performance on an absolute and relative-to-peers basis.

•	To ensure that costs are affordable and reasonable in relation to our operating results, no payments are made under the annual bonus plan unless we have positive EBIT and achieve a net profit for the fiscal year.

•	Equity-based long-term incentive awards are subject to multi-year vesting and/or performance requirements to link compensation to performance measured by achievement of financial, operational and strategic objectives as well as changes in absolute and relative shareholder value over time.

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To further reinforce the long-term alignment of executive interests with shareholders, we maintain policies that require executives to accumulate and hold substantial amounts of Macy's common stock and we prohibit executives from hedging the risk of such ownership or pledging such shares as collateral. We also maintain a robust clawback policy that enables the recapture of previously paid incentive compensation in the event of a financial restatement.

•	Total sales for fiscal 2013 were $27.9 billion, up 0.9% from fiscal 2012 total sales of $27.7 billion. Fiscal 2013 includes 52 weeks and fiscal 2012 included 53 weeks.

•	On a comparable basis, sales in fiscal 2013 were up 1.9%, the fourth consecutive year of comparable sales growth. We calculate comparable sales as sales from stores in operation throughout fiscal 2012 and fiscal 2013, all internet sales and adjust for the 53rd week in fiscal 2012.

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Comparable sales, together with sales of departments licensed to third parties, for fiscal 2013 were up 2.8% compared to fiscal 2012. See page 16 of the Company's Form 10-K for fiscal 2013 for a reconciliation of this non-GAAP financial measures to the most comparable GAAP financial measures and other important information. We believe that this supplemental information is a key metric in measuring our ability to generate sales growth on a comparable basis whether a selling department is operated by the Company or a third party.

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Fiscal 2013 earnings per diluted share were $4.00 per share, excluding impairments, store closing and other costs, up 16% from fiscal 2012 on a comparable basis. Fiscal 2012 earnings per diluted share were $3.46 per share, excluding impairments, store closing costs and the premium on early debt retirement. See pages 16 to 19 of the Company's Form 10-K for fiscal 2013 for a reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures and other important information.

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EBIT (or operating income) for fiscal 2013 totaled $2.766 billion, or 9.9% of sales, excluding impairments, store closing and other costs, an increase of 3.8% and 30 basis points as a percent of sales over fiscal 2012 on a comparable basis. For fiscal 2012, EBIT totaled $2.666 billion, or 9.6% of sales, excluding impairments and store closing costs. Fiscal 2013 includes 52 weeks and fiscal 2012 included 53 weeks. See pages 16 to 19 of the Company's Form 10-K for fiscal 2013 for a reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures and other important information.

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Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, excluding impairments, store closing and other costs) margin reached 13.6% in fiscal 2013, reflecting a steady improvement toward our goal of 14%, compared to an Adjusted EBITDA margin of 13.4% in fiscal 2012. See pages 16 to 19 of the Company's Form 10-K for fiscal 2013 for a reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures and other important information.

•	ROIC - a key measure of operating productivity - rose in fiscal 2013, the fifth consecutive year of improvement. ROIC reached 21.5% in fiscal 2013, compared to 21.2% in fiscal 2012. See pages 16 to 19 of the Company's Form 10-K for fiscal 2013 for a reconciliation of this non-GAAP financial measure to the most comparable GAAP financial measure and other important information.

•	Our common stock price at the end of fiscal 2013 was $53.20 per share, a 34.6% increase from the closing price of $39.51 per share at the end of fiscal 2012.

•	Our one-year, three-year and five-year total shareholder return, or TSR, was 37.4%, 143.9% and 541.3%, respectively, which ranked in the 100th percentile, above the 98th percentile and above the 78th percentile, respectively, compared to the TSR of our 10-company fiscal 2013 executive compensation peer group for the same periods.

•	We returned approximately $1.9 billion to shareholders through dividends and share repurchases and increased our cash dividend by 25% in fiscal 2013, to an annualized $1.00 per share.

•	increased base salaries of the Named Executives other than Mr. Lundgren;

•	increased Mr. Lundgren's targeted annual bonus award opportunity from 150% to 170% of base salary, with corresponding changes to his threshold and maximum bonus award opportunities;

•	made annual bonus award payments with respect to fiscal 2013 performance at 68% of the target performance level to the Named Executives based on achievement against pre-determined EBIT, Sales and Cash Flow goals;

•	granted performance-based restricted stock units and stock options to the Named Executives, with a mix of 60% performance-based restricted stock units and 40% stock options:

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performance-based restricted stock units will be earned based on performance relative to average EBITDA margin, average ROIC and relative TSR goals and measured over a three-year (fiscal 2013-2015) performance period, subject to attainment of a 3-year cumulative EBITDA threshold (if the cumulative EBITDA threshold is not met, the entire award is forfeited regardless of performance against the other metrics);

•	stock options will vest over a four-year period and may be exercisable for up to 10 years following the grant date; and

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•	determined that the Named Executives had earned 148.5% of the targeted number of performance-based restricted stock units granted in fiscal 2011, based on meeting the cumulative EBITDA threshold of $7.5 billion and the level of achievement against average EBITDA margin and average ROIC goals over the three-year (fiscal 2011-2013) performance period.

•	moved to double-trigger vesting of equity grants following a change in control;

•	discontinued use of executive employment agreements;

•	replaced individual change-in-control agreements with a more limited and standardized change-in-control plan that does not provide for golden parachute tax gross-ups on severance benefits;

•	placed a cap on the amount that can be earned on the EBIT component in our annual bonus plan so that all metrics, including the sales and cash flow components, are limited;

•	increased the weighting on the sales component under the annual bonus plan to support our sales growth initiative, which fuels top line growth and sustainable appreciation in earnings over the longer-term;

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replaced performance-based stock credit awards that were payable in cash with more financially efficient awards that are settled in shares, which we anticipate will be fully deductible under IRC Section 162(m) and subject to fixed rather than variable equity accounting standards. These awards are granted annually and earned based on performance relative to cumulative EBITDA, average EBITDA margin, average ROIC, and relative-to-peer total shareholder return goals, each as measured over a three-year performance period;

•	further aligned our executives' interests with those of our shareholders by adding a relative-to-peer TSR component to the performance-based restricted stock units, as mentioned above, beginning with awards in fiscal 2012;

•	closed the Supplementary Executive Retirement Plan (SERP) to executives who would have first become eligible to participate in that plan on or after January 2, 2012;

•	determined to transition all employees, including the Named Executives, to a defined contribution-only retirement program by discontinuing future accruals under the Company's defined benefit pension plan and the SERP on December 31, 2013 (other than with respect to benefits relating to service prior to that date);

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approved adoption of a new defined contribution plan, the Macy's, Inc. Deferred Compensation Plan, which became effective as of January 1, 2014, that will operate in a manner similar to the Company's 401(k) plan and provide for income deferral and company matching contribution opportunities with respect to compensation in excess of amounts eligible for such opportunities under the Company's 401(k) plan;

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•	added a compensation recovery, or clawback, provision to the annual bonus and long-term incentive plans in the event of financial restatement coupled with executive fraud or intentional misconduct;

•	implemented an anti-hedging/pledging policy;

•	amended our change-in-control plan to eliminate the feature providing additional severance benefits based on assumed additional years of service; and

•

eliminated most executive perquisites, including the additional discount available to executives on the purchase of company merchandise and the provision of company cars (except with respect to the Company car and driver benefit provided to Mr. Lundgren), company-paid life insurance and financial counseling, and placed a cap on the cost to the company of the personal use of company aircraft by the chief executive officer.

•	Providing competitive and reasonable compensation opportunities;

•	Focusing on results and strategic objectives;

•	Fostering a pay-for-performance culture;

•	Attracting and retaining key executives; and

•	Balancing risk and reward and ensuring accountability to shareholders.

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•	the design of our annual bonus and long-term incentive plans, including the degree to which the incentive plans support our business strategy and balance risk-taking with potential reward;

•	the setting of performance objectives;

•	peer group pay and performance comparisons;

•	the competitiveness of compensation provided to our key executives;

•	changes to the Named Executives' compensation levels;

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•	the design of other forms of key executive compensation and benefits programs; and

•	the preparation of public filings related to executive compensation, including this CD&A and the accompanying tables and footnotes.

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•	We have grown from being a $15 billion regional department store company to a national omnichannel retailer with over $27.9 billion in sales.

•	We have successfully integrated the acquisition of the May Company, which doubled the number of stores operated by the Company. This included the conversion of all the regional store nameplates to Macy's, and the development of a highly successful strategy of omnichannel marketing through the integration of stores, online and mobile resources.

•	We have returned to profitability levels and credit metrics experienced prior to the recent recession and are well positioned to move forward to both grow and continue to improve profitability.

•	We have successfully implemented the My Macy's business strategy, which commenced in 2008, to position the Company to be more competitive. Under the My Macy's transformation, we have concentrated more management talent in local markets and significantly increased the resources in the field to work with district planning and buying executives to better localize our merchandise offerings.

•	We have become a customer-centric organization that embraces localization, a seamless omnichannel blend of stores, online and mobile, and more meaningful customer engagement on the selling floor and all other customer interactions.

•	Operating income has grown from $1.1 billion or 4.5% of sales in fiscal 2009 to $2.7 billion or 9.6% of sales in fiscal 2013, an increase of over 150% and up 510 basis points as a percent of sales.

•	Diluted EPS has increased from $0.78 in fiscal 2009 to $3.86 in fiscal 2013, an increase of over almost 400%.

•	Comparable store sales growth was 4.6% in fiscal 2010 (the first full year after the strategy change), 5.3% in fiscal 2011, 3.7% in fiscal 2012 and 1.9% in fiscal 2013.

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Comparable sales, together with sales of departments licensed to third parties, for fiscal 2013 were up 2.8% as compared to fiscal 2012, and were up 4.2% on a compound annual growth basis since fiscal 2009. See page 16 to 19 of the Company's Form 10-K for fiscal 2013 for a reconciliation of this non-GAAP financial measure to the most comparable GAAP financial measure and other important information.

•	The stock price has reacted favorably during this time period on both an absolute and relative-to-peers basis, with total shareholder return over the 5-year period of 541.3%, which is above the 78th percentile versus our 10-company fiscal 2013 peer group over the same 5-year period.

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•	of similar size in revenues and market capitalization,

•	within the same Global Industry Classification Standard group as Macy's,

•	with an omnichannel business model,

•	with similar products and customers, and

•	that compete with Macy's for executive talent and/or investor capital.

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•	87% of Mr. Lundgren's targeted total direct compensation (salary, annual bonus and grant date value of long-term incentive awards) for fiscal 2013 was tied to financial performance, corporate objectives and/or stock price performance and subject to forfeiture in the event the performance goals were not met; and

•	for the other Named Executives, on average, approximately 70% of targeted total direct compensation for fiscal 2013 was tied to financial performance, corporate objectives and/or stock price performance and subject to forfeiture in the event the performance goals were not met.

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•	The EBIT measure focuses the executives on maximizing operating income and is a good indicator of how effectively our annual business objectives and strategies, which focus on growth in profits, are being executed.

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Sales, a priority for retailers, are a measure of growth and provide opportunities for the achievement of various other financial measures, including EBIT and cash flow. The Sales target under the Bonus Plan excludes certain items that are included in externally reported sales under GAAP, including, without limitation, licensed department income, shipping and handling fees and sales to third party retailers.

•	Cash Flow is indicative of the manner in which our operating activities, together with our investing activities, actually generate cash.

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•	60% in performance-based restricted stock units that vest after a three-year performance period only if we meet predetermined financial performance and relative TSR goals; and

•	40% in stock options that vest in installments over a four-year period and have value only if our stock price increases over the grant price of the options.

•	establishing a direct link between compensation and the achievement of our long-term financial objectives and returns to shareholders on both absolute and relative basis;

•	the achievement of longer-term goals related to our three key strategies (the My Macy's localization initiative, driving the omnichannel business and embracing customer centricity, including engaging customers on the selling floor through the MAGIC selling program); and

•	enhancing retention by mitigating the impact of fluctuations in the price of the common stock with the use of performance-based restricted stock units in combination with stock options.

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*	Straight-line interpolation will apply to performance levels between the ones shown.

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With respect to EBITDA Margin, the Company has stated to investors that its objective is to achieve an EBITDA Margin rate in the 14% range, consistent with historic peak profit levels for the Company and above that of our key competitors. The achievement of this objective, assuming that it occurs, will be the result of a sustained focus on developing and executing multi-year strategies over a significant period of time.

•	ROIC is a measure of investment productivity and the efficiency in which assets are employed in the operation of the business. It is a very important measure of our performance over time because capital decisions need to be evaluated over an extended period. That is why we include it in our long-term incentive plan and not in our annual bonus plan.

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Relative TSR is a good measure of shareholder value creation, especially when measured on a consistent basis over extended periods of time. In addition, peer-to-peer measurement is viewed as an executive compensation "best practice" by many proxy advisory firms and corporate governance experts. The CMD Committee determined that TSR should be measured against that of the compensation peer group since that group includes our primary competitors for business, talent and investor capital and results in a consistent group being used internally for pay and performance comparisons. The 20% weighting given to the relative TSR metric ensures that a meaningful amount of the grant is subject to relative TSR results.

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(i)	in the Bonus Plan, including the Named Executives, to repay income, if any, derived from the annual bonus, and

(ii)	in the long-term incentive compensation program, including the Named Executives, to repay income derived from performance restricted stock units or stock options, if any,

•	Macy's stock beneficially owned (directly or indirectly) by the executive or owned jointly with any immediate family member of the executive;

•	Any stock credits or other stock units credited to an executive's account through deferrals under our deferred compensation program or otherwise;

•	Time-based restricted stock or restricted stock units granted to the executive, whether lapsed or unlapsed;

•	Time-based stock credits during the performance and holding periods under our stock credit plans;

•	Performance-based stock credits during the holding periods that follow the performance periods under the stock credit plans; and

•	The executive's proportionate share of the Macy's stock fund under our 401(k) plan.

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