As filed with the Securities and Exchange Commission on June 3, 2024
Registration No. 333-160564
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 3
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MACY’S, INC.
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MACY’S, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 13-3324058 (I.R.S. Employer Identification No.) | |||||||
151 West 34th Street New York, New York 10001 (Address, including zip code, of principal executive offices) | ||||||||
MACY’S, INC. AMENDED AND RESTATED 2009 OMNIBUS
INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Tracy M. Preston, Esq.
Chief Legal Officer and Secretary
Macy’s, Inc.
151 West 34th Street
New York, New York 10001
(212) 494-1621
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller Reporting company | ☐ | |||||||||||
| Emerging Growth company | ☐ | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to Registration Statement on Form S-8 is filed to deregister certain securities issuable under the Macy’s, Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2009 Plan”).
At the Annual Meeting of Shareholders of the Registrant held on May 17, 2024, shareholders approved the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan (the “2024 Plan”) which provides, among other things, that shares of Common Stock subject to awards outstanding under the Macy’s, Inc. 2021 Equity and Incentive Compensation Plan, the Macy’s, Inc. 2018 Equity and Incentive Compensation Plan and the 2009 Plan (collectively, the “Predecessor Plans”) that are forfeited, cancelled, expire, settled for cash (in whole or in part) or unearned (in whole or in part), as applicable, after February 3, 2024 will become available for issuance under the 2024 Plan at a rate of one share for every one share subject to stock option awards and 1.75 shares for every one share subject to awards other than stock options. As of the date of this Post-Effective Amendment No. 3, there are 1,923,141 shares of Common Stock that were subject to outstanding stock option awards under the 2009 Plan but that are now available for issuance under the 2024 Plan because such awards were forfeited, cancelled, expired, settled for cash (in whole or in part) or unearned (in whole or in part) after February 3, 2024 (the “Carried Forward Shares”). Additionally, 0 shares of Common Stock that were available for grant under the 2009 Plan but were not subject to outstanding awards when the 2024 Plan became effective (the “Remaining Shares”) will not be issued under the 2009 Plan.
The Registrant is concurrently filing a separate Registration Statement on Form S-8 to (i) register the Carried Forward Shares for issuance under the 2024 Plan and (ii) register 26,080,000 additional shares of Common Stock for issuance under the 2024 Plan.
This Post-Effective Amendment No. 3 is filed to (i) deregister the Carried Forward Shares under this Registration Statement and (ii) deregister the Remaining Shares, if any.
| Item 8. Exhibits | |||||
| 24.1 | |||||
| SIGNATURES | |||||
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 3 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 3rd day of June, 2024. | |||||
| MACY’S, INC. | |||||
By: /s/ Tracy M. Preston | |||||
| Tracy M. Preston | |||||
| Chief Legal Officer and Secretary | |||||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | |||||||||
* Tony Spring | Chief Executive Officer (principal executive officer), Chairman of the Board and Director | June 3, 2024 | |||||||||
* Adrian V. Mitchell | Executive Vice President, Chief Financial Officer and Chief Operating Officer (principal financial officer) | June 3, 2024 | |||||||||
* Paul Griscom | Senior Vice President and Controller (principal accounting officer) | June 3, 2024 | |||||||||
* Emilie Arel | Director | June 3, 2024 | |||||||||
* Torrence N. Boone | Director | June 3, 2024 | |||||||||
* Ashley Buchanan | Director | June 3, 2024 | |||||||||
* Marie Chandoha | Director | June 3, 2024 | |||||||||
* Naveen K. Chopra | Director | June 3, 2024 | |||||||||
* Richard Clark | Director | June 3, 2024 | |||||||||
* Deirdre P. Connelly | Director | June 3, 2024 | |||||||||
* Jill Granoff | Director | June 3, 2024 | |||||||||
* William H. Lenehan | Director | June 3, 2024 | |||||||||
* Sara Levinson | Director | June 3, 2024 | |||||||||
* Richard L. Markee | Director | June 3, 2024 | |||||||||
* Douglas W. Sesler | Director | June 3, 2024 | |||||||||
* Paul C. Varga | Director | June 3, 2024 | |||||||||
* Tracey Zhen | Director | June 3, 2024 | |||||||||
* The undersigned, by signing her name hereto, does sign and execute this Post-Effective Amendment No. 3 to Form S-8 Registration Statement pursuant to Powers of Attorney executed by the above-named persons and filed with the Securities and Exchange Commission.
| Dated: June 3, 2024 | By: /s/ Tracy M. Preston | ||||
| Tracy M. Preston | |||||
| Attorney-in-Fact | |||||