Current Report Filing (8-k)
September 30 2016 - 4:34PM
Edgar (US Regulatory)
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 (Date of earliest event reported): September 29, 2016
MACY'S, INC.
7
West Seventh Street, Cincinnati, Ohio 45202
(513) 579-7000
-and-
151 West 34
th
Street, New York, New York 10001
(212) 494-1602
|
Delaware
(State of Incorporation)
|
1-13536
(Commission File Number)
|
13-3324058
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On
September 29, 2016, the board of directors (the “Board”) of Macy's, Inc.
(“Macy's”) amended and restated Macy's By-Laws (as so amended and restated, the
“By-Laws”) to provide clarity on the notice provision for proxy access.
Section 13(e)(ii) has been amended to clarify the specific requirements for
timely delivery of a stockholder's Nomination Notice as follows: to accept
notice by personal delivery, overnight express courier or U.S. mail, postage,
pre-paid, addressed to the Secretary; by specifying that the “anniversary
date” means the one-year anniversary date; by defining “close of business” for
receipt of notice to mean 5:00 p.m. Eastern time on any calendar day, whether
or not the day is a business day; and by defining “principal executive offices
of the Company” to mean 7 West Seventh Street, Cincinnati, Ohio 45202.
The foregoing summary is qualified in its entirety by reference to the full text of
the By-Laws, a copy of which is included as Exhibit 3.1 to this report and
incorporated by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
|
Exhibit
Number
|
Description
|
|
3.1
|
Macy's, Inc. Amended and Restated
By-Laws.
|
|
|
|
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:
September 30, 2016 By:
/s/
Mary E. Talbott
Name: Mary E. Talbott
Title: Assistant Secretary
Index to Exhibits
|
|
|
|
3.1
|
Macy's, Inc.
Amended and Restated By-Laws.
|
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