Macy's, Inc. (M)
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AGM 2025

May 16, 2025

Operator

Of shareholders. I will now turn the call over to Tony Spring, Chairman and Chief Executive Officer of the company. Please go ahead, sir.

Tony Spring
Chairman and CEO, Macy's Inc

Good morning and welcome to the 2025 Macy's annual meeting of shareholders. I'm Tony Spring, the Chairman and Chief Executive Officer of the company. Thank you all for joining us today. As is our custom, we will conduct the business portion of our meeting first and then provide a brief look at the company's 2024 performance before turning it over to Q&A. Please submit your questions using the tool provided on the web portal. Though we may not be able to answer every question, we'll do our best to provide a response to as many as possible. It's now shortly after 10:00 A.M. Eastern Standard Time on May 16, 2025, and this meeting is officially called to order.

I would now like to introduce the other members of the board who are joining us this morning: Emil rel, President, Mitchell & Ness Nostalgia Company; Torrence Boone, Vice President, Global Client Partnerships, Google; Marisha Ndoa, Former President and Chief Executive Officer, Charles Schwab Investment Management; Bob Chavez, Former President and Chief Executive Officer, Hermès Americas, a division of Hermès International; Naveen Chopra, Executive Vice President and Chief Financial Officer, Paramount Global; Ric Clark, Founder and Managing Partner, Burnside Investments, and Co-founder and Managing Partner of Waterman Clark; Jeffrey Connelly, Former President, North America Pharmaceuticals of GlaxoSmithKline; Jill Granoff, Senior Advisor, Eurazeo Brands; Rick Markee, Former Chairman and Chief Executive Officer of Vitamin Shoppe; Doug Sesler, Executive Chairman, Washington Prime Group and Founder and President of Fair Street Partners; Paul Varga, Former Chairman and Chief Executive Officer of Brown-Forman Corporation and our Lead Independent Director; and Tracy Zinn, Chief Executive Officer and Member of the Board of Caring Inc.

Now that I've introduced the members of our board, I'd like to thank each of them for their contributions to our company and the committees they serve on. We appreciate the time, the energy, the effort, and the expertise that they bring throughout the year. I also want to take a moment to formally welcome Bob Chavez, who joined our board in April. Bob brings with him vast experience in retail and luxury, and we're enthusiastic about his expertise that he will add to the board. We also want to express our gratitude to Sara Levinson for her valuable contributions as she's retiring and not standing for reelection at this year's Annual Meeting. I'd now like to turn the meeting over to Tracy Preston, our Chief Legal Officer and Corporate Secretary, who will handle the business portion of the meeting. Tracy?

Tracy Preston
Chief Legal Officer and Corporate Secretary, Macy's Inc

Thank you, Tony. Good morning, everyone. I'd like to remind our shareholders that the polls have been open since the start of this meeting and will close following the presentation of the items for shareholder vote. We are also joined here today by KPMG LLP, our independent auditors. The Board of Directors fixed March 20, 2025, as the record date for determining shareholders entitled to vote at this meeting. Broadridge Financial Solutions has furnished me with an affidavit regarding the mailing of the proxy statement and annual report on Form 10-K. ComputerShare, transfer agent for the common stock, has furnished me with a certified list of the common stockholders of the company as of the close of business on March 20, 2025. Tracy Oats, a representative of Broadridge Financial Solutions, has been designated as the Judge of Election by the Board of Directors.

The Judge of Election has advised that there is present a quorum of the outstanding stock entitled to vote. The meeting will follow the order of items on the agenda and the meeting rules as posted in our meeting web portal. Only shareholders of record as of March 2025 are eligible to vote. There are three items before the shareholders for vote at this meeting. They are as follows: One, the election of the 13 directors named in the proxy statement to the company's board of directors to serve for a one-year term to expire at the Annual Shareholders Meeting in 2026. Two, the ratification of the appointment of KPMG LLP as Macy's Independent Registered Public Accounting Firm for the fiscal year ending January 31st, 2026. Three, the advisory vote to approve our named executive officer's compensation.

Any shareholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. If you already submitted your vote or submitted your vote by proxy and do not wish to change that vote, it is not necessary for you to take any further action. I now declare that the polls are closed and will announce the votes. We have been informed by the Judge of Election that the preliminary vote report shows that, one, the nominees for election to the board have been duly elected. Two, the appointment of KPMG LLP as Macy's Independent Registered Public Accounting Firm for the fiscal year ending January 31st, 2026, is hereby ratified. Three, the compensation of the named executive officers has been approved by advisory vote.

We will be reporting the final vote results in a Form 8-K to be filed within four business days.

Tony Spring
Chairman and CEO, Macy's Inc

Thank you, Tracy. There being no further business to come before the meeting, the 2025 Macy's Annual Shareholders Meeting is now adjourned. Before we conclude, I'd like to briefly reflect on our 2024 performance and our three-year Bold New Chapter strategy designed to return the company to sustainable, profitable growth. I'll also briefly discuss the evolution of our leadership team supporting our strategy and address the current volatility in the market. 2024 was my first full year as Chairman and CEO and also marked an important inflection point for Macy's Inc. We made progress across all three pillars of our strategy, which gives us confidence in the long-term viability of the Bold New Chapter. While we recognize we have more work to do, I want to extend my gratitude to all of the colleagues at Macy's for the important work and for delivering a better experience for our customers.

For the year, we achieved net sales of $22.3 billion and improved Macy's annual owned plus licensed plus marketplace comparable sales by 510 basis points to down 0.9% versus 2023. We exercised a disciplined approach to cost controls, delivering GAAP-diluted earnings per share of $2.07 and adjusted diluted earnings per share of $2.64. We also generated nearly $1.3 billion of operating cash flow and maintained our healthy balance sheet, ending the year with $1.3 billion in cash, up $272 million from the prior year. We returned $192 million to shareholders through quarterly cash dividends, reflecting a 5% per share increase from 2023. Importantly, our Bold New Chapter strategy is markedly enhancing the customer experience and creating a more agile and healthier business for our future.

Each of our nameplates, Macy's, Bloomingdale's, and Bluemercury, is enhancing relevancy through an improved shopping experience, curated assortments, relevant messaging, and a more efficient end-to-end operation. Let me share some updates on the progress we've made across our strategic pillars. First, we continue to strengthen and reimagine the Macy's nameplate. We delivered four consecutive quarters of positive growth at Macy's First 50 locations, reflecting the initiatives we've implemented to meet our customers' needs, including improved staffing, enhanced visual merchandising, and enhanced visual merchandising. Since the start of the year, we applied these initiatives to an additional 75 stores, totaling 125 reimagined Macy's locations. During 2024, we evolved our assortment mix to offer more variety and relevant national brands while continuing to enhance our private brands. We also progressed the right-sizing of our store fleet by closing 64 underproductive Macy's stores.

Additionally, we advanced our online shopping experience by optimizing digital site navigation, improving search engine capabilities, and introducing a more competitive pricing algorithm. These efforts enabled us to return to positive digital owned plus licensed plus marketplace growth in the fourth quarter. Together, these initiatives enabled us to deliver record net promoter scores at Macy's. Turning to our second pillar, we focused on accelerating and differentiating luxury at Bloomingdale's and Bluemercury. We returned to positive annual owned plus licensed plus marketplace comparable sales growth at Bloomingdale's, including the highest fourth quarter in the history of the company and record net promoter scores. Customers responded well to Bloomingdale's unique product curation and differentiated brand DNA, exemplified by the Wicked partnership and the multi-month Formidably with Love campaign. In 2024, we opened three new Bloomingdale's stores.

Bluemercury experienced its fourth consecutive year of positive comparable sales and celebrated its 25th anniversary with refreshed branding, a revamped website, and an updated store prototype reflecting customer preferences. We opened 17 locations and remodeled seven stores while elevating our service model and product mix curation to further establish Bluemercury as the authority in its space. Finally, the third pillar of our Bolden Chapter strategy, we continued to take decisive actions to simplify and modernize our end-to-end operations. This includes serving our customers by creating a more efficient network that benefits the entire organization. We meaningfully improved our ability to meet customer demand, increasing the percentage of orders delivered in five days or less, and replenishment stocks by about 400 basis points versus 2023. Through the ongoing optimization work of our pillar, we are supporting our ability to self-fund our customer-centric investments.

In summary, we are encouraged by the progress we made across all three strategic pillars in 2024. Our results illustrate we have the right strategy to return Macy's to profitable growth. Next, I'd like to touch on the evolution of our executive leadership team. We look forward to welcoming Tom Edwards as our Chief Operating Officer and Chief Financial Officer on June 22. Tom is a collaborative leader whose expertise with consumer-facing enterprises and deep financial and operational acumen will drive the continued execution of a Bolden Chapter strategy. We're confident he will advance our efforts to strengthen the company and unlock shareholder value. I want to take this opportunity to thank Adrian Mitchell, our current COO and CFO, for his years of service to Macy's Inc. He played a vital role in laying the groundwork for our ongoing revitalization while significantly strengthening our financial position.

Adrian is with us through the middle of June, and we wish him the very best in his future endeavors. With this transition, as well as our other recent executive announcements, we complete the purposeful evolution of our leadership. We have a deep bench of talent to support the return of Macy's enterprise growth. Looking ahead to the rest of 2025 and the continued execution of the Bolden Chapter strategy, we remain committed to enhancing the customer experience. While our teams are focused on improving our business performance, we're also cognizant of the unique and uncertain environment in which we currently operate. We have embraced a renewed sense of agility across the enterprise as we address the volatility. We remain resilient. Our strong balance sheet and lack of near-term debt maturities afford us the flexibility to continue to invest strategically in our growth initiatives and return value to shareholders.

In closing, we are confident we have the right strategy and leadership team in place to help us navigate this dynamic environment and deliver an improved experience for our customers. With that, we'll begin taking your questions.

Bobby Amirshahi
SVP and Head of Communications, Macy's Inc

Thank you, Tony. This is Bobby Amirs hahi, the Senior Vice President and Head of Communications. I'll start with our pre-submitted question first. Do you have plans to sell more of Macy's real estate?

Tony Spring
Chairman and CEO, Macy's Inc

Thank you for the question. I'd start by saying I love stores. I started my career in stores, but they need to be the right stores to be a part of our portfolio. Rationalizing and monetizing underperforming store locations and, frankly, our supply chain assets is a key tenet of our Bold New Chapter strategy. It allows us to focus our capital and resources on our go-forward business. As part of a Bold New Chapter in 2024, we did close 64 underperforming Macy's locations and one Bloomingdale's underperforming location. We have not provided the timing or amount of expected 2025 Macy's closures at this time to provide the flexibility to land the best possible deals and navigate the market dynamics. Our healthy balance sheet allows us to be strategic in executing this.

We review all properties for financial viability, including monetization value versus value to operate, to ensure our portfolio includes the best representation of our go-forward enterprise. We look forward to keeping our investors updated on our future progress.

Bobby Amirshahi
SVP and Head of Communications, Macy's Inc

Thank you. Our next question asks, what is Macy's Inc. approach to board refreshment?

Tony Spring
Chairman and CEO, Macy's Inc

Thank you. We're committed to the ongoing refreshment of our board and strive to have the right mix of skills to help us drive long-term value. Our average board tenure is now 4.2 years, down from 5.3 years last year and 9 years in 2020. Our directors are active, engaged, and well-versed in areas relevant to our business. They possess deep financial expertise, retail knowledge, and proven experience in technology, real estate, sales, and marketing. This past April, we appointed Bob Chavez, former President and CEO of Hermès Americas, as a director and announced the retirement of Sara Levinson according with our director retirement policy. We had two directors resign in 2024 to pursue other opportunities, and added Doug Sesler, Ric Clark, and Rick Markee to our board in advance of last year's annual meeting.

Doug Sesler and Ric Clark have extensive real estate experience, and Rick Markee adds additional retail experience to our board.

Bobby Amirshahi
SVP and Head of Communications, Macy's Inc

Thank you. Our next question is, with other retailers struggling or going private, what is the dynamic of Macy's vendor relationships at this time?

Tony Spring
Chairman and CEO, Macy's Inc

Thank you for the question. We pride ourselves on the quality of our relationships in the marketplace. We work closely with our vendors to ensure that they show up in the best way possible across our stores and our website through presentation, product assortment, and customer experience. In 2024, we showed our key partners firsthand the changes we're making by walking them through our First 50 location. They were impressed. The work we're doing in our business as a part of the Bold New Chapter strategy not only benefits our business, but also their business. The Bold New Chapter has attracted new vendors that are excited to be a part of our transformation with recent adds of Good American and Theory at Macy's, with more to come in additions to the Bloomingdale's and Bluemercury brands as well.

We're well-positioned to navigate the current environment and strengthen our brand position in the marketplace of each of our nameplates.

Bobby Amirshahi
SVP and Head of Communications, Macy's Inc

Thank you, Tony. Our last is a commentary that I'll read for you to react to. It says, "Mr. Spring, directors, and the entire Macy's team, congratulations on another year of doing well in an environment with a lot of headwinds. I'm grateful for your leadership. There's no doubt you'll remember I've been an advocate and a voice for the millions who would like to see Marshall Field's return to State Street in Chicago. I realize that Macy's has been doing a lot of great things at State Street, including keeping the store updated and clean while also selling various legacy items appealing to the traditions of Marshall Field's. This is appreciated by so many." His commentary concludes with, "Again, I thank you for your leadership, and I thank you for your consideration.

Tony Spring
Chairman and CEO, Macy's Inc

Thank you for the question. Myself and our leadership team, we were in the State Street store a few weeks ago, and we could not be more proud of this very special store, not only to the city of Chicago, but to the industry of retail in general. We love the store. We hope people will continue to buy Frango Mints and some of the Marshall Field memorabilia that we sell in the store. We still take great pride in the Walnut Room, a restaurant which has operated for more than 100 years, the Great Tree lighting ceremony, which we continue to do every year. This year, we had the Easter Bunny in State Street, one of only a couple of stores where we celebrated that with our customers.

The Marshall Field's nameplate remains on the outside of the building in recognition of the importance of that store on State Street to the city of Chicago. While it will be a Macy's store, we take great pride in Marshall Field's being a part of the Macy's Inc. family.

Bobby Amirshahi
SVP and Head of Communications, Macy's Inc

Thank you, Tony. That concludes the Q&A portion of the meeting.

Tony Spring
Chairman and CEO, Macy's Inc

Thank you for joining us for the Macy's Inc. Annual Shareholder Meeting. This concludes our call this morning.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.

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