Reiterates Board and Management’s Commitment to
Long-Term Value Creation
Macy’s, Inc. (NYSE: M) announced today that its Board of
Directors (the “Board”) has received notice from Arkhouse
Management Co. LP (“Arkhouse”) that it has nominated nine
individuals to stand for election to the Macy’s, Inc. Board of
Directors at the Company’s 2024 Annual Meeting. Macy’s, Inc. issued
the following statement:
Macy’s, Inc. has a diverse, experienced and engaged Board who
collectively bring expertise in areas relevant to Macy’s, Inc.’s
business, strategy and guiding the Company in creating shareholder
value. Our Board of Directors and management team are open to value
creation opportunities, and we have a proven track record of
evaluating a broad range of options with that objective in
mind.
Over the past year as part of our leadership succession plan,
our Board, together with our management team, has taken a critical
look across all aspects of our business to develop a
forward-looking strategy that leverages our strengths, heritage,
and previous investments with a focus on customer experience across
omni-channel nameplates and platforms. We look forward to sharing
more on this value-creating strategy as part of our fourth quarter
and full year 2023 earnings report.
These director nominations by Arkhouse follow the December 1,
2023 unsolicited, non-binding proposal from Arkhouse and Brigade to
acquire all of the outstanding shares of the Company for $21.00 per
share in cash. In regard to the proposal:
- As previously announced, upon receipt of the proposal and
consistent with its fiduciary duties, the Board conducted a careful
review of the proposal in consultation with its independent legal,
financial and real estate advisors.
- Given concerns by the Board and our advisors about Arkhouse and
Brigade’s ability to successfully execute the financing plan
included with their proposal, we requested additional information,
but such limited additional information provided by Arkhouse,
Brigade and their financial advisor failed to address the Board’s
concerns.
- Ultimately, the Board determined that the proposal was not
actionable and lacked compelling value.
- Subsequently, and in keeping with the Board and management
team’s openness to considering opportunities to enhance shareholder
value, we directed our financial advisors to engage again with
Arkhouse and Brigade’s financial advisor. The purpose of our
outreach was to provide further clarity for Arkhouse and Brigade
regarding the types of additional financing information they could
provide to potentially advance discussions with the Board.
- Rather than make any attempt to provide additional information,
Arkhouse instead sent a letter to our Board on Sunday, February 11,
2024, requesting we extend our director nomination window by 10
days and claiming inaccurately that they had responded to any
outstanding issues.
Arkhouse and Brigade have yet to provide any financing
details that would enhance the actionability of their proposal
despite multiple opportunities to do so, and instead of attempting
a constructive dialogue, Arkhouse has chosen to launch a proxy
contest.
Notwithstanding the sole objective of Arkhouse is a sale of
Macy’s Inc., our Nominating and Corporate Governance Committee will
evaluate Arkhouse’s director candidates.
We value the perspectives of Macy’s, Inc. shareholders and look
forward to an ongoing dialogue with them about our performance,
strategic direction and value creation opportunities. The Board and
management team will continue to take actions that we believe are
in the best interests of the Company and all of our
shareholders.
The Board will present its recommendation with respect to the
election of directors in the Company’s proxy statement, which will
be filed with the Securities and Exchange Commission ahead of the
Company’s 2024 Annual Meeting. The 2024 Annual Meeting date has not
yet been finalized.
Bank of America Securities and Wells Fargo are acting as
financial advisors and Wachtell, Lipton, Rosen & Katz is acting
as legal advisor to the Company.
About Macy’s, Inc.
At Macy’s, Inc. (NYSE: M), we are a trusted source for quality
brands at great values from off-price to luxury. Across our iconic
nameplates, including Macy’s, Bloomingdale’s and Bluemercury, we
help our customers express their unique style and celebrate special
moments, big and small. Headquartered in New York City, we operate
one of retail’s largest e-commerce businesses integrated with a
nationwide footprint to deliver the most convenient and seamless
shopping experience. Our purpose is to create a brighter future
with bold representation – so we can realize the full potential of
every one of us. For more information, visit macysinc.com.
Forward-Looking Statements
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
Macy’s 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 Macy’s
ability to successfully execute against its five growth vectors,
including the ability to realize the anticipated benefits
associated with the strategy, conditions to, or changes in the
timing of proposed real estate and other transactions, prevailing
interest rates and non-recurring charges, the effect of potential
changes to trade policies, store closings, competitive pressures
from specialty stores, general merchandise stores, off-price and
discount stores, manufacturers’ outlets, the Internet and catalogs
and general consumer spending levels, including the impact of the
availability and level of consumer debt, possible systems failures
and/or security breaches, the potential for the incurrence of
charges in connection with the impairment of intangible assets,
including goodwill, declines in credit card revenues, Macy’s
reliance on foreign sources of production, including risks related
to the disruption of imports by labor disputes, regional or global
health pandemics, and regional political and economic conditions,
the effect of weather, inflation, inventory shortage, labor
shortages, the amount and timing of future dividends and share
repurchases, our ability to execute on our strategies and achieve
expectations related to environmental, social, and governance
matters, and other factors identified in documents filed by the
company with the Securities and Exchange Commission, including
under the captions “Forward-Looking Statements” and “Risk Factors”
in the company’s Annual Report on Form 10-K for the year ended
January 28, 2023. Macy’s disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
Important Additional Information Regarding Proxy
Solicitation
Macy’s intends to file a proxy statement and WHITE proxy card
with the SEC in connection with the solicitation of proxies for the
Company’s 2024 Annual Meeting of Shareholders (the “Proxy
Statement” and such meeting the “2024 Annual Meeting”). Macy’s, its
directors and certain of its executive officers will be
participants in the solicitation of proxies from shareholders in
respect of the 2024 Annual Meeting. Information regarding the names
of Macy’s directors and executive officers and their respective
interests in Macy’s by security holdings or otherwise is set forth
in the Company’s proxy statement for the 2023 Annual Meeting of
Shareholders, filed with the Securities and Exchange Commission on
April 3, 2023 (the “2023 Proxy Statement”) and available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/794367/000155837023005400/m-20230519xdef14a.htm.
Please refer to the sections captioned “Stock Ownership,” “Fiscal
2022 Non-Employee Director Compensation Table” and “Compensation of
the Named Executive Officers in 2022” in the 2023 Proxy Statement.
To the extent holdings of such participants in Macy’s securities
have changed since the amounts described in the 2023 Proxy
Statement, such changes have been reflected on Initial Statements
of Beneficial Ownership on Form 3 or Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information can
also be found in Macy’s Annual Report on Form 10-K for the year
ended January 28, 2023, filed with the SEC on March 24, 2023 and
available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/794367/000162828023009154/m-20230128.htm.
Details concerning the nominees of the Macy’s Board of Directors
for election at the 2024 Annual Meeting will be included in the
Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
STOCKHOLDERS OF MACY’S ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH OR FURNISHED TO THE SEC, INCLUDING MACY’S DEFINITIVE
PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. These documents, including
the definitive Proxy Statement (and any amendments or supplements
thereto) and other documents filed by Macy’s with the SEC, are
available for no charge at the SEC’s website at http://www.sec.gov
and at Macy’s investor relations website at
https://macysinc.com/investors.
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version on businesswire.com: https://www.businesswire.com/news/home/20240219775604/en/
Media – Chris Grams communications@macys.com
Investors – Pamela Quintiliano investors@macys.com
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