Macy's Changes Rules For Electing Board Members

In a pretty clear attempt to scare off the activist investors that have started circling in retail, Macy's has made it easier for long-time shareholders to nominate directors to its board - part of a general move toward "proxy-acess." The new amendment means a shareholder — or cluster of 20 investors with ownership of at least 3 percent of Macy's shares for at least three years — can nominate no more than two board members — or 20 percent of the board, whichever is a larger number.

Macy’s board currently has 14 directors.

This proxy access will first be available for the 2017 meeting of stockholders. Amazon made a similar change last week, as have Goldman Sachs, McDonald’s and Coca-Cola.

Macy's CEO Terry Lundgren noted the move was intended to allow for “dialogue, transparency and responsiveness to the views of all shareholders."

It also comes as Macy's is fending off activists that would like to see the firm spin its expensive and valuable real estate holdings into a separate trust.