Current Report Filing (8-k)
March 27 2015 - 3:13PM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
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Securities Exchange Act of 1934
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Date of Report: March 27, 2015
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MACYS, INC.
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7 West Seventh Street, Cincinnati, Ohio 45202
(513) 579-7000
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-and-
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151 West 34th Street, New York, New York 10001
(212) 494-1602
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Delaware
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1-13536
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13-3324058
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
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[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain
Officers; Election of Directors: Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(d) On
March 27, 2015, the Board of Directors of Macys, Inc. (Macys) elected John
A. Bryant to serve as a
non-employee member of Macys Board of Directors,
effective immediately. Mr. Bryant is the Chairman, President and Chief
Executive Officer of Kellogg Company. The Board also nominated Mr. Bryant for
election as a director at the 2015 annual meeting
of shareholders, which will
be held on May 15, 2015. In addition, the Board appointed Mr. Bryant to the
Audit Committee of the Board.
Mr. Bryant will participate in the standard non-employee
director compensation arrangements described in the proxy
statement for Macys May
16, 2014 Annual Meeting of Shareholders under the caption Further Information
Concerning the Board of Directors.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of
Macys dated March 27, 2015.
MACYS, INC.
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SIGNATURE
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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.
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MACYS, INC.
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Dated: March 27, 2015
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By: /s/ Linda J.
Balicki
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Name: Linda J.
Balicki
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Title: Assistant
Secretary
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Index to Exhibits
Index
Number
99.1
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Press Release of Macys dated March 27, 2015.
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Exhibit 99.1
macy's inc.
Contacts:
Media - Jim Sluzewski
513/579-7764
Investor Matt Stautberg
513/579-7780
FOR IMMEDIATE RELEASE
KELLOGG CEO JOHN
A. BRYANT JOINS MACYS, INC. BOARD OF DIRECTORS
CINCINNATI,
Ohio, March 27, 2015 John A. Bryant, chairman, president and chief executive
officer of Kellogg Company, has been elected to the Macys, Inc. board of
directors.
John
Bryant is a seasoned leader who will contribute to the depth and diversity of
thinking of Macys board on a range of key subjects. As the current CEO of a
major global consumer products company with significant experience in finance
and operations, John understands the dynamics of successful strategy and
execution. His insight will be invaluable as our company pursues organic growth
as well as considers new business and innovation initiatives, including
expansion into international markets said Terry J. Lundgren, Macys, Inc.
chairman and chief executive officer. Kellogg is a successful business with a
legacy of product quality and community involvement that helps it stay close to
its customers and energizes its organization. In that sense, Macys and Kellogg
share a common set of values and a strong sense of mission.
Bryant, 49, became chairman of the board of Kellogg Company in July
2014 after serving since January 2011 as president and chief executive officer
of the company. He has been a member of Kelloggs board of directors since
2010. Prior to becoming CEO, Bryant held a variety of key senior leadership
roles, including chief financial officer, president of Kellogg North America,
president of Kellogg International and chief operating officer.
A native of
Brisbane, Australia, Bryant is a graduate of the Australian National
University, and holds an MBA from the Wharton School of the University of
Pennsylvania. He lives with his family in Kalamazoo, MI.
The
addition of Bryant brings the size of Macys, Inc.s board of directors to 13
members. Of the 12 independent directors, six are women and four are ethnic
minorities.
Macys, Inc., with corporate offices in Cincinnati and
New York, is one of the nations premier retailers, with fiscal 2014 sales of
$28.105 billion. The company operates about 885 stores in 45 states, the
District of Columbia, Guam and Puerto Rico under the names of Macys, Bloomingdales,
Bloomingdales Outlet and Bluemercury, as well as the macys.com,
bloomingdales.com and bluemercury.com websites. Bloomingdales in Dubai is
operated by Al Tayer Group LLC under a license agreement.
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 Macys 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 conditions to, or changes in
the timing of, proposed transactions, prevailing interest rates and
non-recurring charges, competitive pressures from specialty stores, general
merchandise stores, off-price and discount stores, manufacturers outlets, the
Internet, mail-order catalogs and television shopping and general consumer
spending levels, including the impact of the availability and level of consumer
debt, the effect of weather and other factors identified in documents filed by
the company with the Securities and Exchange Commission.
# # #
(NOTE: Additional
information on Macys, Inc., including past news releases, is available at www.macysinc.com/pressroom).
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