Though by this point, the continued “misunderstanding” on the part of the Company evidenced by the repeated claims that information that had already been provided had not been provided, and the use by the Company of its own failure to provide due diligence as an excuse for rejecting the Acquisition Proposal, among other things, had caused the Arkhouse Parties to question the Company’s intentions, Arkhouse nonetheless delivered a letter to the Board on February 11, 2024 stating that Arkhouse Management thought it would be beneficial to both the Company and its stockholders that efforts towards a constructive dialogue continue and observing that the Company’s deadline for submitting notice of director nominations and other stockholder proposals was fast approaching. Such letter also stated that “[i]n order to avoid any heightened tension that may accompany our submission of such a notice, we would greatly appreciate it if Macy’s would...postpone the deadline for submitting notice of director nominations and other stockholder proposals in respect of the Company’s 2024 annual meeting of stockholders...” A copy of such letter is included with this Proxy Statement as Exhibit 5.

On February 13, 2024, the Company delivered a letter to Arkhouse Management denying its nomination notice deadline postponement request. A copy of such letter is included with this Proxy Statement as Exhibit 6.

In light of the Company’s refusal to extend the nomination deadline and in order to preserve its rights, on February 14, 2024, Arkhouse Value Fund I delivered to the Company notice of its decision to nominate the Arkhouse Nominees and to make the Bylaw Repeal Proposal at the 2024 Annual Meeting, together with the completed nominee questionnaires and related materials (collectively, the “Nomination Notice”).

On February 20, 2024, the Company issued a press release disclosing, among other things, that Arkhouse had nominated the Arkhouse Nominees and made the Bylaw Repeal Proposal. A copy of such press release is included in this Proxy Statement as Exhibit 7.

Also on February 20, 2024, as a result of the Company’s disclosure, Arkhouse Management issued its own press release announcing its nomination of the Arkhouse Nominees and stating among other things that “[w]e have persisted in our attempts to resolve any supposed concerns privately with the Board since the Company’s rejection of our proposal. To that end, we provided the Board with additional details regarding our financing, including names of our highly regarded equity partners – which have more than $75 billion in combined assets under management – for the 50% equity component of the transaction. We also reminded the Board that we remain optimistic that we will be able to increase the proposed purchase price based on customary due diligence, which the Company has refused to grant us. Finally, we requested that the Board extend the February 19^th deadline for director nominations so that we could continue to engage privately, which was also rejected, forcing us to nominate directors. The Board’s history of poor performance and continued refusal to engage constructively with our credible and motivated buyer group have led us to the decision to nominate a slate of highly qualified, independent directors to reconstitute Macy’s Board. While we do not make this decision lightly, we did so to preserve our ability to protect the rights of all shareholders. We firmly believe that our slate of nominees possesses the necessary backgrounds and expertise to evaluate all potential avenues to unlock the substantial unrealized value at the Company that the current directors appear unwilling to pursue. We urge the Board to specifically identify any additional information they are seeking regarding our financing so that we may alleviate any of their outstanding concerns.” A copy of the press release is included in this Proxy Statement as Exhibit 8.

On February 27, 2024, the Company announced via press release a plan for a “Bold New Chapter”  for the Company, which included a plan to close 150 Macy’s stores and invest in existing and new Bloomingdales and Bluemercury stores and a (in the view of Arkhouse Management, vaguely worded) commitment to “simplify and modernize end to end operations.” The press release made no mention of any intention on the part of the Board to engage with Arkhouse Management and Brigade in respect of the Acquisition Proposal or to otherwise factor strategic alternatives into their go forward plans. Arkhouse also observes that a go-forward plan that shrinks the Company’s overall footprint is, in Arkhouse Management’s view, neither “bold” nor “new,” nor a recipe for long term value creation. A copy of the Company’s press release is included in this Proxy Statement as Exhibit 9.

On February 28, 2024, Arkhouse Value Fund I, through its counsel, delivered to the Company a letter requesting certain stockholder list materials pursuant to Section 220 of the Delaware General Corporation Law.

On March 3, 2024, Arkhouse Management and Brigade delivered a letter to the Board, increasing the per share price represented by the Acquisition Proposal from $21.00 per share to $24.00 per share and noting that they had signed commitments for the full amount of equity financing for the transaction and had identified large global institutional financing sources for each debt component of the transaction with strong interest in finalizing commitments during a customary diligence process. Arkhouse Management and Brigade issued a press release regarding the same on that same date. Copies of such letter and press release are included in this Proxy Statement as Exhibits 10 and 11, respectively.

Also on March 3, 2024, Mr. Perkal sent an email to Mr. Gennette, proposing a meeting in New York City the following Tuesday or Wednesday.

On March 4, 2024, in an email reply to Mr. Perkal, Mr. Gennette stated that he and Tony Spring, the Company’s new Chief Executive Officer, would be available to meet with Mr. Perkal on the morning of March 5, 2024. Also on March 4, 2024, the Company delivered a letter to Arkhouse Management and Brigade that among other things asked for signed “customary” commitment letters from Arkhouse Management’s and Brigade’s equity financing sources—conveniently among other things failing to note that equity commitment letters are customarily only provided following completion of due diligence (and only signed concurrently with the principal transaction agreement). A copy of such letter is included in this Proxy Statement as Exhibit 12.

On March 5, 2024, Mr. Perkal and Philip Shannon, an associate at Brigade, met with Messrs. Gennette and Spring. During such meeting, Mr. Perkal walked Messrs. Gennette and Spring through Brigade’s extensive retail-focused experience, including its investments in JC Penney and Sears. Mr. Perkal then reiterated that Arkhouse Management and Brigade have not yet been granted access to any of the Company’s diligence materials, and identified certain diligence items viewed by them as high priority. Mr. Perkal also provided Messrs. Gennette and Spring with an opportunity to view copies of the commitment letters/proposals from certain equity and debt financing sources secured by Arkhouse Management and Brigade in furtherance of the Acquisition Proposal, which copies were subsequently provided to the Company’s advisors.

On March 11, 2024, the Company delivered a letter to Arkhouse Management and Brigade responding to the revised Acquisition Proposal, a copy of which is included in this Proxy Statement as Exhibit 13. Such letter stated, among other things, that the Board considered the price of $24.00 per share of Common Stock represented by the Acquisition Proposal as “less than compelling” and that “the Board is not currently prepared to transact at this price level. Such letter also observed, however, that Arkhouse and Brigade had increased the per share price represented by the Acquisition Proposal by $3 from its initial $21.00 per share and had indicated a willingness to potentially increase such price upon access to due diligence, and that the Board was prepared to proceed with the negotiation and execution of a confidentiality agreement in order to provide Arkhouse and Brigade with due diligence. Such letter also enclosed a draft confidentiality agreement and requested that Arkhouse and Brigade provide a due diligence request list to the Company.

On March 12, 2024, Arkhouse and Brigade provided a markup of the draft confidentiality agreement to the Company through counsel.

On March 13, 2024, Arkhouse and Brigade provided a due diligence request list to the Company through financial advisors, which includes among other things a number of customary diligence items that the Company will need to provide in order to confirm or potentially increase Arkhouse and Brigade’s proposed $24.00 per share purchase price and to allow their capital partners to be in a position to provide fully-committed financing. Also on March 13, 2024, the Company provided a revised draft confidentiality agreement to Arkhouse and Brigade.

On March 14, 2024, Arkhouse Management and the other Participants filed this preliminary Proxy Statement. As of the filing of this preliminary Proxy Statement, negotiations with respect to the confidentiality agreement remain ongoing and Arkhouse Management and Brigade continue to await access to the requested diligence materials.

REASONS FOR THE SOLICITATION

The Arkhouse Parties strongly believe that the Arkhouse Nominees would be valuable additions to the Board and that they would bring experienced voices, fresh thinking and a greater sense of the need and urgency for the Company to evaluate all opportunities to maximize stockholder value, including a sale of the Company or one or more other strategic transactions. Although the Arkhouse Nominees have not made any commitment to the Arkhouse Parties to do so, we believe that the Arkhouse Nominees, if elected, are more likely than the current members of the Board to advocate in favor of a strategic review process for the Company and to actively and substantively engage with Arkhouse Management and Brigade in respect of the Acquisition Proposal and/or with third parties with respect to other potential strategic transaction proposals that may be presented to the Company from time to time.

The Arkhouse Parties are pleased that their public advocacy to date and revised Acquisition Proposal have finally resulted in the Company communicating to Arkhouse Management and Brigade on March 11, 2024 that the Company was potentially prepared to make certain due diligence available to us under a confidentiality agreement, which such agreement is currently under negotiation. We have repeatedly said that we see a potential for increasing the purchase price represented by the Acquisition Proposal if we are provided access to customary due diligence. Based on past interactions with the Company, however, the Arkhouse Parties believe it is important to continue to seek the election of the Arkhouse Nominees in order to ensure that Company constructively engages with Arkhouse and Brigade in respect of the Acquisition Proposal. The Arkhouse Parties urge their fellow stockholders to help hold the Board accountable and ensure the Company meaningfully engages with Arkhouse Management and Brigade on the Acquisition Proposal, which comes at what we believe to be a substantial premium to the undisturbed market price.

While the Arkhouse Parties are pleased that their public advocacy to-date and revised Acquisition Proposal have finally resulted in the Company communicating to Arkhouse Management and Brigade on March 11, 2024 that the Company was potentially prepared to make certain due diligence available to Arkhouse Management and Brigade, the Arkhouse Parties do not believe that it should have taken months of public advocacy and the launch of a proxy contest to replace a majority of the Board to motivate the Company to do the right thing and engage with Arkhouse Management and Brigade on the Acquisition Proposal. Company stockholders deserve strong, capable and open-minded independent directors, such as the Arkhouse Nominees, that have the experience and desire to explore every opportunity to unlock stockholder value.

Further, the Arkhouse Parties do not believe that it should have taken months of public advocacy and the launch of a proxy contest to replace a majority of the Board to motivate the Company to do the right thing and engage with us on the Acquisition Proposal, and we believe that the continued pursuit of the proxy solicitation referred to in this Proxy Statement is necessary to continue to hold the Board accountable. Company stockholders deserve strong, capable and open-minded independent directors, such as the Arkhouse Nominees, that have the experience and desire to explore every opportunity to unlock stockholder value.

QUESTIONS AND ANSWERS RELATING TO THIS PROXY SOLICITATION

The following are some of the questions you may have as a stockholder, as well as the answers to those questions. The following is not a substitute for the information contained in this Proxy Statement, and the information contained below is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this Proxy Statement. The Participants urge you to read this Proxy Statement carefully and in its entirety.

Who is making this solicitation?

The solicitation for the election of the Arkhouse Nominees to serve on the Board and for the By-Law Repeal Proposal is being made by the Arkhouse Parties. The Arkhouse Parties include (i) Arkhouse Value Fund I, who submitted the Notice to nominate the Arkhouse Nominees and to make the By-Law Repeal Proposal and (ii) the other Arkhouse Parties, each of whom intends to vote all of the shares of Common Stock over which it has voting power (if any) as of the Record Date in favor of each of the Arkhouse Proposals. For more information regarding the Arkhouse Parties, please see Annex A attached to this Proxy Statement.

What are the Arkhouse Parties asking you to vote for?

The Arkhouse Parties are asking you to vote on the BLUE universal proxy card or BLUE voting instruction form at the 2024 Annual Meeting as follows:

Stockholders may vote for up to fourteen nominees to the Board. If stockholders choose to vote for any of the Company’s nominees, we recommend that stockholders “WITHHOLD” on the election of the Opposed Company Nominees. We make no recommendation with respect to the election of the Acceptable Company Nominees. We also make no recommendation with respect to the Say-On-Pay Proposal.

Why are the Arkhouse Parties soliciting your vote?

The Arkhouse Parties believe that substantial change is necessary for the stockholders to maximize the value of their investment in the Company and that this change must begin at the Board level. To that end, the Arkhouse Parties have nominated a slate of nine highly-qualified, independent nominees for election to the Board. They are committed to helping identify opportunities to deliver enhanced value. The Arkhouse Nominees are leading experts in their fields that have strong backgrounds in retail, real estate, and the effectuation of strategic transactions.

Arkhouse Management and Brigade have delivered to the Board a non-binding proposal to acquire all of the outstanding Common Stock of the Company that such parties do not already own. Although the Arkhouse Nominees have not made any commitment to the Arkhouse Parties to do so, the Arkhouse Parties believe that the Arkhouse Nominees, if elected, are more likely than the current members of the Board to advocate in favor of a strategic review process for the Company and to actively substantively engage with Arkhouse and Brigade in respect of the Acquisition Proposal and/or with third parties in respect of one or more other strategic transaction proposals that they may make to the Company from time to time. While the Arkhouse Parties are pleased that their public advocacy to date and revised Acquisition Proposal have finally resulted in the Company communicating to Arkhouse Management and Brigade on March 11, 2024, that the Company was potentially prepared to make certain due diligence available to us under a to-be-agreed Confidentiality Agreement, the Arkhouse Parties do not believe that it should have taken months of public advocacy and the launch of a proxy contest to replace a majority of the Board to motivate the Company to do the right thing and engage with us on the Acquisition Proposal. Stockholders deserve strong, capable and open-minded independent directors, such as the Arkhouse Nominees, that have the experience and desire to explore every opportunity to unlock stockholder value.

The Arkhouse Parties are asking the stockholders to approve the By-Law Repeal Proposal because the Arkhouse Parties believe that in order to ensure that the stockholders’ will with respect to the Arkhouse Proposals is upheld, no effect should be given to any provision of, or other amendment to, the By-Laws unilaterally approved by the Board after the date of the most recent publicly disclosed amendment to the By-Laws.

Who are the Arkhouse Nominees?

We are proposing that each of Richard Clark, Richard L. Markee, Mohsin Y. Meghji, Mitchell Schear, Nadir Settles, Gerald L. Storch, Sharen J. Turney, Andrea M. Weiss and Isaac Zion be elected to the Board to serve for a one-year term expiring at the next annual meeting of the Company’s stockholders or until his or her successor is duly elected and qualified.

Set forth below is (a) the name, age, any position and office with the Company held by each such Arkhouse Nominee, and the term thereof, business experience during the past five years (including principal occupation and employment during the past five years, the name and principal business of any corporation or other organization in which such occupation or employment was carried on; and whether such corporation or organization is a parent, subsidiary or other affiliate of the Company), a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that the Nominee should serve as a director for the Company as of the date hereof, in light of the Company’s business and structure (including such material information beyond the past five years and information on the Nominee’s particular area of expertise or other relevant qualifications), and (b) any directorships held by such person during the past five years in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, as amended.

According to publicly available information, as of the filing of this Proxy Statement, the Board consists of fourteen directors. This Proxy Statement is soliciting proxies to elect Richard Clark, Richard L. Markee, Mohsin Y. Meghji, Mitchell Schear, Nadir Settles, Gerald L. Storch, Sharen J. Turney, Andrea M. Weiss and Isaac Zion to serve on the Board at the 2024 Annual Meeting.

If elected, the Arkhouse Nominees intend to work actively with the other Board members to discuss the issues and challenges facing the Company and resolve them together. By utilizing their respective experience and working constructively with the other Board members (including non-Arkhouse Nominees), the Arkhouse Nominees believe they can effect positive change at the Company.

You should refer to the Company Proxy Statement, when it is filed by the Company with the SEC, for the names, background, qualifications and other information concerning the Company’s nominees.

If I vote for the Arkhouse Nominees, am I agreeing to a transaction between the Company and Arkhouse?

No.  We are not soliciting proxies for, or asking for your consent to approve, any transaction involving the Company and Arkhouse Management, whether pursuant to the Acquisition Proposal or otherwise, and a vote “FOR” the Arkhouse Nominees is not necessarily a vote to sell the Company to Arkhouse, Brigade or any other person. However, the Arkhouse Parties believe your vote “FOR” the Arkhouse Nominees may be viewed as a signal of support for the Company to seriously consider strategic transactions including a transaction with the Arkhouse Parties. Although the Arkhouse Nominees have not made any commitment to the Arkhouse Parties to do so, the Arkhouse Parties believe that the Arkhouse Nominees, if elected, are more likely than the current members of the Board to advocate in favor of a strategic review process for the Company and to actively substantively engage with Arkhouse and Brigade in respect of the Acquisition Proposal and/or with third parties in respect of one or more other strategic transaction proposals that they may make to the Company from time to time.

Who can vote at the 2024 Annual Meeting?

According to the Company’s Quarterly Report filed on Form 10-Q with the SEC on November 28, 2023, the Common Stock is the Company’s only outstanding class of capital stock. Only stockholders of record as shown on the Company’s books at the close of business on the Record Date are entitled to vote at the 2024 Annual Meeting or any adjournment thereof. Accordingly, stockholders who sell their shares before the Record Date (or acquire them after the Record Date) may not vote such shares. Stockholders of record on the Record Date will retain their voting rights in connection with the 2024 Annual Meeting even if they sell their shares after the Record Date.

Each stockholder is entitled to one vote per share of Common Stock on all matters to be voted on at the 2024 Annual Meeting. Holders of shares of Common Stock are not entitled to cumulative voting rights.

How do proxies work?

The Participants are asking you to appoint Gavriel Kahane, Geoffrey L. Weinberg, Richard Brand and Kiran Kadekar as your proxy holders to vote your shares of Common Stock at the 2024 Annual Meeting. You make this appointment by voting the enclosed BLUE universal proxy card or BLUE voting instruction form or by using one of the voting methods described below. Giving us your proxy means you authorize the proxy holder to vote your shares of Common Stock at the 2024 Annual Meeting, according to the directions you provide. You may vote for all, some, or none of the Arkhouse Nominees, and/or all, some or none of the Company’s nominees, provided that if you mark more than fourteen “FOR” boxes with respect to the election of directors, all of your votes for the election of directors will be deemed invalid. Regardless of whether you are able to attend the 2024 Annual Meeting, you are urged to complete the enclosed BLUE universal proxy card or BLUE voting instruction form and return it in the enclosed self-addressed, prepaid envelope or by instructing us by telephone or via the Internet as to how you would like your shares of Common Stock voted (instructions are on your BLUE universal proxy card or BLUE voting instruction form). All valid proxies received prior to the meeting will be voted. Except as otherwise provided in this Proxy Statement, if you specify a choice with respect to any item by marking the appropriate box on the proxy, the shares of Common Stock will be voted in accordance with that specification.

IF YOU RETURN A VALID BLUE universal proxy card or BLUE voting instruction form AND DO NOT MARK A VOTE WITH RESPECT TO ANY NOMINEE ON PROPOSAL 1, THE SHARES OF COMMON STOCK REPRESENTED THEREBY WILL BE VOTED “FOR” the election of each of the nine Arkhouse Nominees, “WITHHOLD” on THE ELECTION OF THE Opposed Company Nominees (i.e. [·], [·], [·], [·], [·], [·], [·], [·] and [·]), and “WITHHOLD” on the ELECTION OF THE Acceptable Company Nominees (i.e. [·], [·], [·], [·] and [·]).

IF YOU RETURN A VALID BLUE universal proxy card or BLUE voting instruction form AND DO NOT MARK A VOTE WITH RESPECT TO any of proposal 2, 3 OR 4, THE SHARES OF COMMON STOCK REPRESENTED THEREBY WILL BE VOTED “FOR” the BY-LAW PROPOSAL; “FOR” the AUDITOR PROPOSAL; [n] WITH RESPECT TO the “say on pay” proposal; AND IN THE PROXY HOLDER’S DISCRETION AS TO OTHER MATTERS THAT THE PARTICIPANTS DO NOT KNOW, A REASONABLE TIME BEFORE THE SOLICITATION, ARE TO BE PRESENTED AT THE 2024 Annual MEETING.

IMPORTANTLY, IF YOU MARK MORE THAN FOURTEEN “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS WILL BE DEEMED INVALID. IF YOU MARK FEWER THAN FOURTEEN “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, YOUR SHARES WILL ONLY BE VOTED “FOR” THE NOMINEES YOU HAVE SO MARKED.

In the event that the Arkhouse Parties withdraw the nomination of the Arkhouse Nominees or abandon their solicitation, any votes cast in favor of the Arkhouse Nominees will be disregarded and not be counted, whether such vote is provided on the Company’s universal proxy card or our BLUE universal proxy card or BLUE voting instruction form.

With respect to votes cast in favor of the Company’s nominees or on matters other than the election of directors, in the event that we withdraw our nomination of the Arkhouse Nominees or abandon their solicitation, we will still submit such votes to the independent inspector.

Except as set forth in this Proxy Statement, we do not know of any other matters to be presented for approval by the stockholders at the 2024 Annual Meeting. Unless you indicate otherwise on the BLUE universal proxy card or BLUE voting instruction form, you also authorize your proxy holders to vote your shares of Common Stock in their discretion on any matters not known by us at the time this Proxy Statement was printed and that, under the By-Laws, may be properly presented for action by the stockholders at the 2024 Annual Meeting.

What is the quorum requirement for the 2024 Annual Meeting?

In order to carry on the business of the 2024 Annual Meeting, there must be a quorum. This means the holders of record of at least of a majority of the shares of Common Stock issued and outstanding and entitled to vote at the 2024 Annual Meeting must be present in person or represented by proxy.  Abstentions and votes withheld will be counted as present and entitled to vote for purposes of determining the presence of a quorum at the 2024 Annual Meeting, but will not be counted as votes cast. As described below under the Q&A “What is a broker non-vote?”, there will not be any “broker non-votes” at the 2024 Annual Meeting.

What is the effect of an abstain vote or the withholding of a vote?

For the election of directors, stockholders may vote “FOR” a nominee, or “WITHHOLD” their vote with respect to a nominee. A properly executed proxy marked to “WITHHOLD” a vote with respect to the election of any or all nominees will be counted for purposes of determining whether there is a quorum, but will not be considered to have been voted for or against such nominee. Therefore, a proxy marked “WITHHOLD” with respect to a specific nominee will result in such nominee receiving fewer “FOR” votes for purposes of determining the nominees receiving the most votes.

With regard to all other proposals, a stockholder may vote “FOR”, “AGAINST”, or to “ABSTAIN”. If a stockholder abstains from voting as to any matter, then the shares of Common Stock held by such stockholder shall be deemed present at the meeting for purposes of determining a quorum and for purposes of calculating the vote with respect to such matter, but shall otherwise not be deemed to have been voted on such matter.

What is a broker non-vote?

A “broker non-vote” occurs when a bank, brokerage firm, dealer, trust company or other nominee who holds shares of Common Stock for a beneficial owner withholds its vote on a particular proposal with respect to which it does not have discretionary voting power or instructions from the beneficial owner. Ordinarily, if you are a beneficial owner of shares of Common Stock and the organization holding your account does not receive instructions from you as to how to vote those shares, under the rules of various national and regional securities exchanges, that organization may exercise discretionary authority to vote on “routine” proposals but may not vote on “non-routine” proposals. Because this is a contested proxy solicitation, none of the proposals are considered routine. As a result, there will not be any broker non-votes. If you hold shares of Common Stock through a bank, brokerage firm, dealer, trust company or other nominee and do not submit any voting instructions to such bank, brokerage firm, dealer, trust company or other nominee with respect your shares of Common Stock, your shares will not be counted in determining the outcome of any of the proposals at the 2024 Annual Meeting, nor will your shares be counted for purposes of determining whether a quorum exists. If you submit voting instructions for one proposal but not for another, your shares will be counted as present for purposes of determining whether a quorum exists, but will not be voted with respect to the proposal for which you did not provide instructions. If the item for which you did not provide broker instructions requires approval of the majority of shares present, your failure to provide voting instructions will have effect of an “AGAINST” vote with respect to that item.

What vote is required to elect the Nominees?

According to the By-Laws, in contested elections such as this one, where the number of nominees exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes cast by the holders of stock present or represented by proxy at the 2024 Annual Meeting and entitled to vote on the nominees’ election (meaning, assuming that the Board remains the same size as it is currently, those fourteen nominees receiving the greatest number of votes cast “FOR” shall be elected). Importantly, if you mark more than fourteen “FOR” boxes with respect to the election of directors, all of your votes for the election of directors will be deemed invalid.

Stockholders do not have the right to cumulate their votes in the election of directors. Votes withheld and broker non-votes are not votes cast and will result in the applicable nominees receiving fewer “FOR” votes for purposes of determining the nominees receiving the most votes. A properly executed proxy marked to “WITHHOLD” a vote with respect to the election of any nominee will be counted for purposes of determining whether there is a quorum, but will not be considered to have been voted for or against such nominee. Therefore, a proxy marked “WITHHOLD” with respect to a specific nominee will result in such nominee receiving fewer “FOR” votes for purposes of determining the nominees receiving the most votes.

How many shares of Common Stock must be voted in favor of the By-Law Repeal Proposal?

The repeal of each provision of, and each amendment to, the By-Laws adopted by the Board without the approval of the stockholders of the Company subsequent to October 28, 2022 will require the affirmative vote of the holders of a majority of the stock present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote on the subject matter and which has actually been voted. You may vote “FOR”, “AGAINST”, or to “ABSTAIN” on the By-Law Repeal Proposal. Abstentions will be counted as present and entitled to vote for purposes of determining the presence of a quorum at the 2024 Annual Meeting, but will not be counted as votes cast and therefore will have no effect on the result of the vote.

What is the voting standard with respect to the other proposals described in this Proxy Statement?

Assuming there is a quorum at the 2024 Annual Meeting, the approval of the Auditor Proposal and the “Say on Pay” Proposal will require a majority of votes cast. Abstentions will be counted as present and entitled to vote for purposes of determining the presence of a quorum at the 2024 Annual Meeting, but will not be counted as votes cast and therefore will have no effect on the result of the vote.

If other matters are properly brought before the 2024 Annual Meeting, the vote required will be determined in accordance with applicable law, the listing standards and rules of the New York Stock Exchange, the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) and the By-Laws, as applicable.

What should I do in order to vote for the Arkhouse Proposals?

If your shares of Common Stock are held of record in your own name, please authorize a proxy to vote by marking, signing, dating and returning the enclosed BLUE universal proxy card in the postage-paid envelope provided or by instructing us by telephone or via the Internet as to how you would like your shares of Common Stock voted (instructions are on your BLUE universal proxy card).

If you hold your shares of Common Stock in “street name” with a bank, brokerage firm, dealer, trust company or other institution or nominee, only they can exercise your right to vote with respect to your shares of Common Stock and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly give instructions to your bank, brokerage firm, dealer, trust company or other institution or nominee to ensure that a BLUE universal proxy card or a BLUE voting instruction form is submitted on your behalf. Please follow the instructions to authorize a proxy to vote provided on the enclosed BLUE voting instruction form. If your bank, brokerage firm, dealer, trust company or other nominee provides for voting instructions to be delivered to them by Internet or telephone, instructions will be included on the enclosed BLUE universal proxy card or BLUE voting instruction form.

YOUR VOTE IS VERY IMPORTANT. If you do not plan to attend the 2024 Annual Meeting, we encourage you to read this Proxy Statement and date, sign and return your completed BLUE universal proxy card or BLUE voting instruction form prior to the 2024 Annual Meeting so that your shares of Common Stock will be represented and voted in accordance with your instructions. Even if you plan to attend the 2024 Annual Meeting, we recommend that you authorize a proxy to vote your shares of Common Stock in advance as described above to ensure that your vote will be counted if you later decide not to attend the 2024 Annual Meeting.

The Arkhouse Parties recommend that I vote “FOR” the election of nine Arkhouse Nominees, but there are fourteen seats on the Board. How should I vote with respect to the Company nominees?

You will have the ability to vote for any combination (up to fourteen total) of our Arkhouse Nominees and the Company’s nominees. We recommend that you vote “WITHHOLD” on the election of the Opposed Company Nominees, and we make no recommendation with respect to the election of the Acceptable Company Nominees. However, we believe the best opportunity to elect the Arkhouse Nominees is to vote “FOR” all of the Arkhouse Nominees, and “WITHHOLD” on, or not vote “for”, any Company nominee – including any Acceptable Company Nominee – on the BLUE proxy card or BLUE voting instruction form.

How do I revoke a proxy?

Any stockholder has the power to revoke a previously submitted proxy at any time before it is exercised even if you submitted a proxy card or form sent to you by the Company. If you are a registered holder of shares of Common Stock, you may revoke a previously submitted proxy by:

Please note, however, that only your last-dated proxy will count. Any proxy may be revoked at any time prior to its exercise at the 2024 Annual Meeting as described in this Proxy Statement. Attending the 2024 Annual Meeting alone without taking one of the actions set forth above will not revoke your proxy.

Stockholders who hold their shares of Common Stock in “street name” with a bank, brokerage firm, dealer, trust company or other institution or nominee will need to notify the person responsible for their account to revoke or withdraw previously given instructions. You may also provide your bank, brokerage firm, dealer, trust company or other nominee with new voting instructions. Only your latest dated instructions will count. Unless revoked in the manner set forth above and subject to the foregoing, duly authorized proxies in the form enclosed will be voted at the 2024 Annual Meeting in accordance with your instructions. We request that a copy of any revocation sent to the Company or any revocation notification sent to the person responsible for a bank or brokerage account also be sent to us, at c/o Morrow Sodali LLC, 430 Park Avenue, 14^th Floor, New York, NY 10022, so that we may be aware of any revocation of a proxy.

PLEASE DO NOT RETURN ANY universal PROXY CARD YOU MAY RECEIVE FROM THE COMPANY OR OTHERWISE AUTHORIZE A PROXY (other than on the BLUE universal proxy card or BLUE voting instruction form delivered by us to you) TO VOTE YOUR SHARES OF COMMON STOCK AT THE 2024 ANNUAL MEETING, NOT EVEN AS A PROTEST VOTE. IF YOU HAVE ALREADY SENT A PROXY CARD TO THE COMPANY OR OTHERWISE AUTHORIZED A PROXY TO VOTE YOUR SHARES OF COMMON STOCK AT THE 2024 Annual MEETING, IT IS NOT TOO LATE TO CHANGE YOUR VOTE. TO REVOKE YOUR PRIOR PROXY AND CHANGE YOUR VOTE, SIMPLY SIGN AND RETURN THE ENCLOSED BLUE universal proxy card or BLUE voting instruction form IN THE POSTAGE-PAID ENVELOPE PROVIDED. ONLY YOUR LATEST DATED PROXY WILL BE COUNTED.

Who is paying for the solicitation?

The expense of soliciting proxies for the 2024 Annual Meeting by the Participants is being borne by the Arkhouse Parties. The Arkhouse Parties expect to seek reimbursement of such solicitation expenses from the Company. In the event that the Arkhouse Parties do seek reimbursement of such expenses, they do not intend to submit the question of such reimbursement to a vote of stockholders of the Company.

Whom should I call if I have any questions about the solicitation?

If you have any questions, or need assistance in voting your shares of Common Stock, please call our proxy solicitor, Morrow Sodali LLC, 430 Park Avenue, 14^th Floor, New York, NY 10022. Stockholders may call toll-free at 1 (800) 662-5200, and banks, brokers and other nominees may call collect at (203) 658-9400 or email Macys@info.morrowsodali.com.

YOUR VOTE IS IMPORTANT, NO MATTER HOW FEW SHARES OF COMMON STOCK YOU OWN. THE Arkhouse parties URGE YOU TO SIGN, DATE, AND RETURN THE ENCLOSED BLUE universal proxy card or BLUE voting instruction form TODAY TO VOTE “FOR” EACH OF Richard Clark, Richard L. Markee, Mohsin Y. Meghji, Mitchell Schear, Nadir Settles, Gerald L. Storch, Sharen J. Turney, Andrea M. Weiss and Isaac Zion TO BE ELECTED TO THE BOARD, “WITHHOLD” on the election of the opposed company nominees (i.e. [·], [·], [·], [·], [·], [·], [·], [·] and [·]),“FOR” THE BY-LAW REPEAL PROPOSAL, AND “for” the auditor proposal.

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting:

This Proxy Statement and the accompanying BLUE universal proxy card will be made available to stockholders by mail. The proxy materials, including the Proxy Statement, are also available at no charge at www.sec.gov.

PROPOSAL 1
ELECTION OF ARKHOUSE NOMINEES

We propose that the stockholders elect each of Richard Clark, Richard L. Markee, Mohsin Y. Meghji, Mitchell Schear, Nadir Settles, Gerald L. Storch, Sharen J. Turney, Andrea M. Weiss and Isaac Zion to the Board at the 2024 Annual Meeting. According to publicly available information, as of the filing of this Proxy Statement, the Board consists of fourteen directors.

The initial term of each Arkhouse Nominee, if elected, would be until the 2025 annual meeting of the Company’s stockholders or until his or her successor is duly elected and qualified in accordance with the Charter and the By-Laws. Each Arkhouse Nominee has executed a written consent to be named in this Proxy Statement and to serve as a director of the Company if so elected.

We believe that the Arkhouse Nominees would be valuable additions to the Board and that they would bring experienced voices, fresh thinking and a greater sense of the need and urgency for the Company to evaluate all opportunities to maximize stockholder value, including a sale of the Company or one or more other strategic transactions. We further believe that the Arkhouse Nominees’ extensive experience, qualifications and skills would add significant value to the Board and that the interests of the Company and its stockholders would be best served by the election of the Arkhouse Nominees to the Board. Under the leadership of the present Board, the Company has been slow to adapt to current trends, and its numerous attempted strategies to revitalize the Company’s business have not been effective. The Company and its stockholders need a strong, capable and open-minded Board that is equipped to evolve and respond to changes in the market and in consumer trends and preferences and to recognize when conducting business as usual on a standalone basis is unlikely to deliver the best result for stockholders. The Arkhouse Nominees are leading experts in their fields and have strong backgrounds in retail, real estate, and the effectuation of strategic transactions.

Each of the Corporate Governance Principles and the Standards for Director Independence, which are available on the Company’s website at https://www.macysinc.com/company/company-governance/default.aspx, set forth guidelines to assist the Board in making a determination whether a director is independent from the Company. Though the Arkhouse Parties do not believe it to be a bar to a finding that the Arkhouse Nominee Mohsin Y. Meghji is an “independent director” under the applicable standards, including the Exchange Act, paragraph (a)(1) of Item 407 of Regulation S-K, any applicable rules of New York Stock Exchange, the Company’s Corporate Governance Principles and the Company’s Standards for Director Independence, for purposes of completeness, the Arkhouse Parties note that Mr. Meghji served as a director/manager of Macy’s Propco Holdings, LLC, a Company subsidiary, from May 2020 through July 2021, and in such capacity earned $318,750 in fees in the aggregate. Further, though the Arkhouse Parties do not believe it to be a bar to a finding that the Arkhouse Nominee Gerald L. Storch is an “independent director” under the applicable standards, including the Exchange Act, paragraph (a)(1) of Item 407 of Regulation S-K, any applicable rules of New York Stock Exchange, the Company’s Corporate Governance Principles and the Company’s Standards for Director Independence, for purposes of completeness, the Arkhouse Parties note that Mr. Storch serves on the Board of Directors of Fanatics, Inc, an affiliate of Hat World, Inc. (dba LIDS Sports Group), which since the beginning of the Company’s last fiscal year may have engaged in transactions with the Company involving an amount that exceeds $120,000. Except as otherwise set forth in this Proxy Statement, the Arkhouse Parties have no knowledge of any facts that would reasonably prevent the determination by the Board that each of the Arkhouse Nominees is independent under the applicable standards, including the Exchange Act, paragraph (a)(1) of Item 407 of Regulation S-K, any applicable rules of New York Stock Exchange, the Company’s Corporate Governance Principles and the Company’s Standards for Director Independence (and including with respect to the heightened independence standards for service on the Audit Committee of the Company).

In addition, each Arkhouse Nominee understands that, if elected as a director of the Company, such Arkhouse Nominee would have an obligation to act in the best interests of the Company and the stockholders in accordance with his or her duties as a director.

If all of the Arkhouse Nominees are elected, they will constitute a majority on the Board; however, the Arkhouse Nominees intend to work actively with the other Board members (including the non-Arkhouse Nominees) to discuss the issues and challenges facing the Company and resolve them together. By utilizing their respective experience and by working constructively with all other Board members, the Arkhouse Nominees believe they can effect positive change at the Company.

We do not expect that any Arkhouse Nominee will be unable to stand for election. If any Arkhouse Nominee is unable to serve or for good cause will not serve, we may seek to replace such Arkhouse Nominee with a substitute nominee to the extent substitution is permissible under applicable law and the Company’s organizational documents.

We reserve the right to further nominate, substitute or add additional persons, or subtract or remove persons, as nominees for election to the Board, including without limitation in the event that (a) the Company purports to increase or decrease the number of directorships, (b) the Company makes or announces any changes to the By-Laws or takes or announces any other action that purports to have, or if consummated would purport to have, the effect of disqualifying any of the Arkhouse Nominees or any additional or substitute nominee nominated pursuant to the foregoing and/or (c) any Arkhouse Nominee is unable to serve or for good cause will not serve as a director. Additional nominations made pursuant to the preceding clauses (a) and/or (b) are without prejudice to the position of the Arkhouse Parties that any attempt to change the size of the Board or disqualify any Arkhouse Nominee through By-Laws amendments or otherwise would constitute unlawful manipulation of the Company’s corporate machinery. We further reserve the right to (a) withdraw any Arkhouse Nominees and/or (b) nominate fewer than all of the Arkhouse Nominees listed herein and/or to re-designate one or more such individuals as alternative nominees.

If we are permitted to substitute a nominee or propose an additional nominee, we will file and deliver supplemental proxy materials, including a revised proxy card, disclosing the information relating to any substitute nominee or additional nominee that is required to be disclosed in solicitations for proxies for election of directors pursuant to Section 14 of the Exchange Act. Only in such case will the shares of Common Stock represented by the enclosed BLUE universal proxy card or BLUE voting instruction form be voted for substitute nominees or additional nominees. We further reserve the right to (i) withdraw any or all of the Arkhouse Nominees and/or (ii) nominate fewer than all of the Arkhouse Nominees listed herein and/or to re-designate one or more of such individuals as alternate nominees.

The Participants have previously provided the required notice to the Company pursuant to the universal proxy rules, including Rule 14a-19(a)(1) under the Exchange Act. The Participants intend to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares of stock entitled to vote on the election of directors in support of the Arkhouse Nominees and the Arkhouse Proposals.

Information Regarding the Arkhouse Nominees

Information pertaining to the Arkhouse Nominees, including the name, age, present principal occupation, business address, and business experience for the past five years and certain other information, is set forth in the question and answer section of the proxy statement under the section entitled “Who are the Arkhouse Nominees?”, which the Participants urge you to read. This information has been furnished to us by the Arkhouse Nominees. Other than as disclosed in this Proxy Statement, including under the section directly below entitled “Arrangements between the Arkhouse Nominees and the Other Participants”, there is no arrangement or understanding between any of the Nominees and any other person(s) pursuant to which any such Arkhouse Nominee was or is to be selected as a director or nominee of the Company.

You should refer to the Company Proxy Statement when it is filed by the Company with the SEC for the names, background, qualifications and other information concerning the Company’s nominees.

Arrangements between the Arkhouse Nominees and the Other Participants

Each Arkhouse Nominee, in consideration of such Arkhouse Nominee’s agreement to be a member of the slate of our nominees for election to the Board (the “Slate”), has entered into an Engagement and Indemnification Agreement with Arkhouse (collectively, the “Engagement and Indemnification Agreements”), pursuant to which such Arkhouse Nominee has agreed to, among other things, be a nominee of Arkhouse for election to the Board at the 2024 Annual Meeting and not withdraw from such nomination prior to the 2024 Annual Meeting, be named as such in Arkhouse’s solicitation materials, serve as a director if elected or appointed to the Board, and coordinate with Arkhouse with respect to the Arkhouse Nominee’s public disclosures regarding the solicitation. Pursuant to their respective Engagement and Indemnification Agreements, each Arkhouse Nominee is entitled to receive (x) a $25,000 payment within five (5) business days after the earliest to occur of (A) Arkhouse proposing such Arkhouse Nominee’s name to the Company in writing as a candidate for election or appointment to the Board and (B) Arkhouse publicly proposing such Arkhouse Nominee’s name in writing as a candidate for election or appointment to the Board, and (y) if such Arkhouse Nominee serves on the Slate and does not withdraw, $25,000 solely upon the earlier to occur of (i) such Arkhouse Nominee’s election to the Board by the Company’s stockholders, (ii) such Arkhouse Nominee’s appointment to the Board pursuant to an agreement between the Company and Arkhouse, (iii) such Arkhouse Nominee not being elected as a director of the Company following the conclusion of the solicitation in which Arkhouse nominated (and did not withdraw) Arkhouse Nominee for election to the Board, or (iv) Arkhouse’s decision to withdraw such Arkhouse Nominee’s nomination subsequent to Arkhouse’s submission of a nomination notice to the Company nominating such Arkhouse Nominee as a member of the Slate.² Pursuant to each such Arkhouse Nominee’s Engagement and Indemnification Agreement, Arkhouse has agreed to indemnify such Arkhouse Nominee against certain losses suffered, incurred or sustained by such Arkhouse Nominee in connection with the solicitation of proxies in support of such Arkhouse Nominee’s election as a director of the Company or such Arkhouse Nominee being a member of the Slate. Arkhouse has further agreed in the Engagement and Indemnification Agreements to reimburse each Arkhouse Nominee for certain reasonable, documented, out-of-pocket expenses incurred with Arkhouse’s consent in connection with their being a member of the Slate, including, without limitation, travel expenses, and, in certain circumstances, legal fees.

² The Engagement and Indemnification Agreement with each of Arkhouse Nominee Mitchell Schear and Arkhouse Nominee Richard Clark also provides for a payment to Mr. Schear or Mr. Clark, as applicable, if such Arkhouse Nominee serves on the Slate and does not withdraw, of $25,000 upon termination of the solicitation by Arkhouse.

In addition, each Arkhouse Nominee has executed a written consent agreeing to be named in the Company’s proxy materials and to serve as a director of the Company if so elected.

Other than the foregoing, there are no arrangements or understandings between or among any of the Participants in this solicitation or any other person or persons pursuant to which the nomination of the Arkhouse Nominees described herein is to be made.

Compensation of the Company’s Directors

Except as otherwise described herein (including in respect of the Engagement and Indemnification Agreements), if elected to the Board, the Arkhouse Nominees will not receive any compensation from Arkhouse or the other Participants to serve as directors. We expect, however, that they will receive whatever compensation the Board has established for non-employee directors of the Company unless and until the Board determines to change such compensation.

According to the Company’s Schedule 14A, filed with the SEC on April 3, 2023 (the “Company 2023 Proxy Statement”), non-employee directors of the Company were entitled to receive the following compensation in fiscal year 2022:

Also, according to the Company 2023 Proxy Statement:

The Participants also believe that the Company maintains, at its expense, a policy of insurance which insures its directors and officers. The Charter further provides that, to the full extent permitted by the Delaware General Corporation Law or any other applicable law currently or hereafter in effect, no director of the Company will be personally liable to the Company or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a Director of the Company.  The Charter also provides (as further stated and qualified as set forth therein) for indemnification of directors, officers, employees and agents by the Company to the full extent permitted by the Delaware General Corporation Law or any other applicable law as currently or hereafter in effect. Further, the By-Laws also provide (as further stated and qualified as set forth therein) that the Company will to the fullest extent permitted by applicable law indemnify any person who is or was involved in any manner or is threatened to be made so involved in any threatened, pending, or completed investigation, claim, action, suit, or proceeding by reason of the fact that such person is or was or had agreed to become a director, officer, employee, or agent of the Company. The Participants expect that the Arkhouse Nominees, if elected, will be exculpated and indemnified in connection with their service as directors of the Company to the same extent exculpation and indemnification is provided to the current directors of the Company under the Charter and By-Laws and be covered by the policy of insurance which insures the Company’s directors and officers.

Except as otherwise provided in this Proxy Statement, none of the Arkhouse Nominees or any of their respective associates has received any cash compensation, cash bonuses, deferred compensation, compensation pursuant to plans, or other compensation, from, or in respect of, services rendered on behalf of the Company that is required to be disclosed under, or is subject to any arrangement described in Item 402 of Regulation S-K promulgated under the Exchange Act (“Regulation S-K”).

Mr. Meghji served as a director/manager of Macy’s Propco Holdings, LLC, a Company subsidiary, from May 2020 through July 2021, and in such capacity earned $318,750 in fees in the aggregate. Other than the foregoing, no Arkhouse Nominee has any position or office with the Company, and no occupation or employment with which the Arkhouse Nominees have been involved, during the past five years, was carried on with the Company or any company or organization that is a parent, subsidiary or other affiliate of the Company, and no Arkhouse Nominee has ever served on the Board.

Interests of the Arkhouse Nominees

Each of the Arkhouse Nominees may be deemed to have an interest in his or her nomination for election to the Board by virtue of (i) any payments or other rights that such Arkhouse Nominee has or may receive under his or her respective Engagement and Indemnification Agreement; please see a section of this Proxy Statement entitled Arrangements between the Arkhouse Nominees and the Other Participants above, and (ii) any compensation or other rights that each of the Arkhouse Nominees may receive from the Company as a director if elected to the Board; please see a section of this Proxy Statement entitled Compensation of the Company’s Directors directly above, and the Company Proxy Statement, when it is filed by the Company with the SEC, for disclosures with respect to director compensation.

Other than as set forth in this section of the Proxy Statement or in Annex A, none of the persons listed on Annex A of this Proxy Statement, including any Arkhouse Nominee, or any associate of the foregoing persons, has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 2024 Annual Meeting.

The information herein regarding each Arkhouse Nominee has been furnished to us by such Arkhouse Nominee.

THE arkhouse parties Strongly Urge YOU to VOTE “FOR” EACH OF Richard Clark, Richard L. Markee, Mohsin Y. Meghji, Mitchell Schear, Nadir Settles, Gerald L. Storch, Sharen J. Turney, Andrea M. Weiss and Isaac Zion TO BE ELECTED TO THE BOARD, AND “WITHHOLD” ON THE ELECTION OF THE OPPOSED COMPANY NOMINEES. THE ARKHOUSE PARTIES MAKE NO RECOMMENDATION WITH RESPECT TO THE ELECTION OF THE ACCEPTABLE COMPANY NOMINEES. THE ARKHOUSE PARTIES INTEND TO VOTE ALL OF THEIR RESPECTIVE SHARES OF COMMON STOCK HELD AS OF THE RECORD DATE “FOR” THE ELECTION OF THE NINE ARKHOUSE NOMINEES, “WITHHOLD” ON THE ELECTION OF THE NINE OPPOSED COMPANY NOMINEES, AND “WITHHOLD” ON THE ELECTION OF THE FIVE ACCEPTABLE COMPANY NOMINEES.

PROPOSAL 2
BY-LAW REPEAL PROPOSAL

The stockholders are being asked to adopt the By-Law Repeal Proposal to repeal each provision of, and each other amendment to, the By-Laws adopted by the Board without the approval of the Company’s stockholders after October 28, 2022 (if any), which is the date of the most recent publicly disclosed amendment to the By-Laws. Pursuant to By-Law 38, By-Laws or any of them may be amended in any respect or repealed at any time at any meeting of stockholders, provided that any amendment or supplement proposed to be acted upon at any such meeting has been described or referred to in the notice of such meeting. By-Law 7 provides that when a quorum is present, the affirmative vote of the holders of a majority of the stock present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote on the subject matter and which has actually been voted will be the act of the stockholders. Please see Q&A entitled “What is the quorum requirement for the 2024 Annual Meeting?” for an explanation of quorum requirements.

At the time of submission of this By-Law Repeal Proposal, the Participants are not aware of any specific By-Laws amendments that would be repealed by the adoption of the By-Law Repeal Proposal.

The Arkhouse Parties believe that in order to ensure that the will of the Company’s stockholders with respect to the Arkhouse Proposals is upheld, no effect should be given to any provision of, or other amendment to, the By-Laws unilaterally approved by the Board after the date of the most recent publicly disclosed amendment to the By-Laws. The Company’s stockholders are therefore being asked to adopt a resolution that would repeal any provision of, or other amendment to, the By-Laws that the Board adopted or adopts without the approval of the Company’s stockholders after October 28, 2022 and up to and including the date of the 2024 Annual Meeting, including, without limitation, any amendments the Board adopts or adopted without public disclosure or that the Board adopted or adopts in an effort to impede the effectiveness of the nomination of the Arkhouse Nominees by (among other things) (a) negatively impacting the Arkhouse Parties’ ability to solicit and/or obtain proxies from the Company’s stockholders, (b) contravening the will of the Company’s stockholders expressed in those proxies or (c) modifying the Company’s corporate governance regime.

Accordingly, the Arkhouse Parties urge stockholders to approve the following resolution:

“RESOLVED, that each provision of, and each other amendment to, the By-Laws adopted by the Board without the approval of the stockholders of the Company subsequent to October 28, 2022 and up to and including the date of this meeting of stockholders at which this resolution is being proposed, be, and hereby is, repealed, effective as of the time this resolution is approved by the Company’s stockholders.”

The approval of the By-Law Repeal Proposal requires the affirmative vote of the holders of a majority of the stock present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote on the subject matter and which has actually been voted.

THE ARKHOUSE PARTIES STRONGLY URGE YOU TO VOTE “FOR” THE BY-LAW REPEAL PROPOSAL. THE ARKHOUSE PARTIES INTEND TO VOTE THEIR COMMON STOCK “FOR” THE BY-LAW REPEAL PROPOSAL.

PROPOSAL 3
AUDITOR PROPOSAL

We expect that the Company will in its proxy statement for the 2024 Annual Meeting include a proposal that the stockholders vote to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2025.

Additional information regarding this proposal will be contained in the Company Proxy Statement when it is filed by the Company with the SEC.

THE ARKHOUSE PARTIES RECOMMEND THAT YOU VOTE “FOR” THE AUDITOR PROPOSAL.

THE ARKHOUSE PARTIES INTEND TO VOTE THEIR COMMON STOCK “FOR” THE AUDITOR PROPOSAL.

PROPOSAL 4
“SAY ON PAY” PROPOSAL

We expect that the Company in its proxy statement will provide stockholders with the opportunity to approve or not approve, on an advisory basis, of the compensation of the Company’s named executive officers. As we anticipate will be discussed further in the Company Proxy Statement, this advisory vote on executive compensation will be advisory and not binding on the Company, the Compensation and Management Development Committee or the Board. Although non-binding, the Board of Directors and the Compensation and Management Development Committee may take the voting results into consideration when making future compensation decisions as they deem appropriate. We expect additional information regarding this proposal to be contained in the Company Proxy Statement.

THE ARKHOUSE PARTIES MAKE NO RECOMMENDATION ON THE “SAY ON PAY” PROPOSAL.

THE ARKHOUSE PARTIES INTEND TO VOTE THEIR COMMON STOCK [n] WITH RESPECT TO THE “SAY ON PAY” PROPOSAL.

OTHER PROPOSALS

Except as set forth in this Proxy Statement, we do not know of any other matters to be presented for approval by the stockholders at the 2024 Annual Meeting. If, however, we learn of any other proposals made at a reasonable time before the 2024 Annual Meeting, we will either supplement this Proxy Statement and provide stockholders with an opportunity to vote by proxy directly on such matters, or will not exercise discretionary authority with respect thereto. If other matters are properly presented thereafter, the persons named as proxies in the enclosed BLUE universal proxy card or BLUE voting instruction form will vote the shares of Common Stock represented thereby in accordance with their discretion pursuant to the authority granted in the proxy.

NO APPRAISAL OR DISSENTER’S RIGHTS

Stockholders will not have rights of appraisal or similar dissenter’s rights with respect to any matters identified in this Proxy Statement to be acted upon at the 2024 Annual Meeting.

SOLICITATION OF PROXIES

The solicitation of proxies for the Arkhouse Nominees will be made by the Arkhouse Parties. However, by virtue of Instruction 3 of Item 4 of Schedule 14A promulgated under the Exchange Act, each of the Participants may be considered participants in the solicitation.

Proxies may be solicited by mail, facsimile, telephone, electronic mail, Internet, in person and by advertisements. All written soliciting materials by the Participants, including any emails or scripts to be used in soliciting proxies, will be filed under the cover of Schedule 14A on the date of first use. Solicitations may also be made by certain of the respective partners, directors, officers, members and employees of the Participants, none of whom will, except as described in Annex A attached hereto or elsewhere in this Proxy Statement, receive additional compensation for such solicitation. The Arkhouse Nominees, in their capacities as such, may make solicitations of proxies but will not receive compensation for acting as Arkhouse Nominees.

Morrow Sodali has been retained to provide solicitation and advisory services in connection with the 2024 Annual Meeting. Pursuant to this engagement, Morrow Sodali will receive aggregate fees not to exceed $375,000 for its services, plus reimbursement of reasonable out-of-pocket expenses. Morrow Sodali may be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws.  It is anticipated that Morrow Sodali will employ up to 75 persons to solicit the Company’s stockholders as part of this solicitation.  Morrow Sodali does not believe that any of its directors, officers, employees, affiliates or controlling persons, if any, is a “participant” in this proxy solicitation.

Arrangements will also be made with custodians, nominees and fiduciaries for forwarding proxy solicitation materials to beneficial owners of shares of Common Stock held as of the Record Date. Arkhouse Management will reimburse such custodians, nominees and fiduciaries for reasonable and documented expenses incurred in connection therewith.

The expense of soliciting proxies for the 2024 Annual Meeting incurred by or on the Participants’ behalf is being borne by the Arkhouse Parties. The Arkhouse Parties expect to seek reimbursement of such solicitation expenses from the Company, but do not intend to submit the question of such reimbursement to a vote of security holders of the Company. The Board, which will include nine of the Arkhouse Nominees, if all are elected, would be required to evaluate and consider any requested reimbursement consistent with their fiduciary duties to the Company and the stockholders. We anticipate that the total expenses that Arkhouse Management will incur in furtherance of, or in connection with, the solicitation of proxies for the 2024 Annual Meeting will be approximately $3,500,000. The actual amount could be higher or lower depending on the facts and circumstances arising in connection with any such solicitation. As of the date hereof, the Arkhouse Parties have incurred approximately $650,000 of solicitation expenses.

CERTAIN INFORMATION REGARDING THE PARTICIPANTS

As described herein, the Participants in the proxy solicitation are comprised of the Arkhouse Parties and the Arkhouse Nominees.

One or more Participants is, or was within the past year, party to the contracts, arrangements or understandings with respect to securities of the Company that are set forth below or elsewhere in this Proxy Statement (including in the section of this Proxy Statement entitled in the section entitled “Interests of the Arkhouse Nominees”), in each case as further described below or in such other section of the Proxy Statement.

On October 10, 2023, Arkhouse Management and Brigade entered into a letter agreement (the “Letter Agreement”) pursuant to which, among other things, Arkhouse (on behalf of itself and its affiliates) and Brigade (on behalf of itself and its affiliates) acknowledged their mutual interest in working together to acquire 100% of the outstanding Common Stock. Additionally, among other things, (a) Brigade agreed on behalf of itself and its affiliates, that during the Exclusivity Period³, (i) it will work in good faith with Arkhouse Management with respect to pursuing such acquisition, (ii) it does not and will not, directly or indirectly, beneficially own any shares of Common Stock or any other securities of the Company or derivative securities with respect thereto, other than debt securities of the Company (provided they are not convertible into equity), and (iii) it will not and will not cause or permit its directors, officers, agents or representatives or any other person acting on its behalf to, directly or indirectly, (A) solicit offers, letters of intent, inquiries, proposals or indications of interest or commitments for, or entertain any offer, letter of intent inquiries, proposal or indication of interest of commitment to enter into a transaction similar to, or competing with, the aforementioned acquisition, including, for the avoidance of doubt and without limitation, seeking or providing any financing (whether debt or equity) in connection with a potential acquisition of, or investment in, the Company or its subsidiaries or any of its or its subsidiaries’ assets or (B) without prior consultation with Arkhouse Management, engage in any discussions or negotiations, provide any information to, or enter into any agreement, arrangement or understanding regarding a transaction referred to in clause (A), and (b) Arkhouse Management agreed that, as from the date of the Letter Agreement through the end of the Exclusivity Period, it does not and will not, directly or indirectly, beneficially own in excess of 5% of the shares of Common Stock outstanding. Brigade has also agreed that Brigade will consult with Arkhouse Management with respect to its future acquisition of debt securities (it being understood that Brigade is free to acquire debt securities without the permission of Arkhouse Management) and will provide Arkhouse Management with written notice with respect to its holdings thereof from time to time. Arkhouse Management and Brigade have also agreed to customary agreements with respect to confidentiality and the coordination of public announcements.

The Arkhouse Parties have entered into and may in the future enter into limited partnership agreements, investment management agreements, investment advisory agreements and similar agreements with each other and/or underlying fund investors and separate account clients with respect to the provision by the Arkhouse Parties of investment management and investment advisory services to such persons, which may from time to time include investment management services and/or investment advisory services with respect to Company securities or derivative securities related to the Company.  Such agreements contain customary terms and conditions, including without limitation with respect to the receipt by the Arkhouse Parties of management fees, performance fees, other customary fees and/or expense reimbursement with respect to investments made or recommended by the Arkhouse Parties.  Funds managed by Brigade are limited partners in certain of the Arkhouse Funds.

The Participants may be considered to have a material interest in the By-Law Repeal Proposal to the extent that the adoption of the By-Law Repeal Proposal counteracts any unilateral adoption, amendment or repeal of the By-Laws by the Board that purports to impede the effectiveness of the nomination of the Arkhouse Nominees by (i) negatively impacting the Participants’ ability to solicit and/or obtain proxies from the Company’s stockholders, (ii) contravening the will of the stockholders of the Company expressed in those proxies or (iii) modifying the Company’s corporate governance regime.

³“Exclusivity Period” is defined in the Letter Agreement as “the period commencing on the date of [the Letter Agreement] through the earliest of (i) such date that the [Arkhouse Parties and the Brigade Parties] have mutually agreed to terminate the Exclusivity Period, (ii) the consummation of [the proposed acquisition] and (iii) the two-year anniversary thereof.”

The Participants could be considered to have a material interest in each of the Arkhouse Proposals to the extent that the election of any of the Arkhouse Nominees, or the adoption of the By-Law Repeal Proposal, would have the effect of facilitating the Acquisition Proposal, which could result in the Participants (and/or affiliates thereof) and their partners beneficially owning 100% of the Common Stock or of the Company’s assets. Further, to the extent that the Arkhouse Proposals, irrespective of whether they result in the election of any of the Arkhouse Nominees to the Board, cause the Company to more substantially engage with the Participants regarding the Acquisition Proposal (and irrespective of whether such engagement results in the consummation of the Acquisition Proposal), the Participants may be deemed to have an interest in the Arkhouse Proposals that are different from or in addition to those of other holders of the Common Stock.

The Participants may be deemed to have an interest in the Arkhouse Proposals by virtue of their respective direct and/or indirect ownership of Common Stock (including without limitation any indirect exposure to investments made in or with respect to the Common Stock through their equity interests, if any, in other Participants), to the extent that the Arkhouse Proposals may have an effect on the market price of the Common Stock. The Participants may also, from time to time, enter into and dispose of derivative instruments with one or more counterparties that are based on the value of the Common Stock, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the Common Stock and the Participants may therefore be deemed to have an interest in the Arkhouse Proposals to the extent that the Arkhouse Proposals may have an effect on the profit, loss and/or return on such contracts. As of the filing of this Proxy Statement, each of Arkhouse Value Fund I and Arkhouse Value Fund II have entered into cash-settled American call option agreements with an unaffiliated financial institution that reference the Common Stock (the “Cash-Settled American Call Options”), as further described below, and they may from time to time after the filing of this Proxy Statement amend or terminate any and/or all of the Cash-Settled American Call Options, and they and/or other Participants may from time to time enter into, amend or terminate additional cash-settled American call option agreements. As of the filing of this Proxy Statement:

For the avoidance of doubt, none of the Cash-Settled American Call Options are exercisable for Common Stock. The Cash-Settled American Call Options further do not give the Arkhouse Parties, directly or indirectly, the power to vote or direct the voting or the power to dispose or direct the disposition of the Common Stock referenced by the Cash-Settled American Call Options.

In addition, as of the filing of this Proxy Statement, Arkhouse Equities Fund has acquired on the open market American call options giving it the right to acquire 180,000 shares of Common Stock in the aggregate, at a strike price of $8.00. Such options expire on January 17, 2025.

Arkhouse may be deemed to have a material interest in the Arkhouse Proposals by virtue of the management and/or performance fees to which it is entitled through its role as the investment manager or investment advisor for its clients, including the Arkhouse Funds. Such fees are calculated based on the value of investments made by or on behalf of such persons, which may from time to time include Common Stock or derivative instruments based on the value of the Common Stock. Furthermore, Messrs. Blackwell and Kahane are entitled to portions of such fees through their equity interests in Arkhouse. Arkhouse and Messrs. Blackwell and Kahane could as a result of such matters be deemed to have interests with respect to the Company and in the Arkhouse Proposals that are in addition to or different from those of the Company’s other stockholders.

Mr. Hebard serves as a member of the Arkhouse investment team and may be deemed to have interests in the Arkhouse Proposals that are different from or in addition to those of other holders of the Common Stock by virtue of his relationship with and compensation received from Arkhouse.

Other than as set forth herein, in Annex A or in the sections of this Proxy Statement entitled “Information Regarding the Arkhouse Nominees”, “Arrangements between the Arkhouse Nominees and the Other Participants” and “Compensation of Company Directors”, as of the filing of this Proxy Statement, no participant and no associate of any participant has any arrangement or understanding with any person or persons with respect to any future employment by the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

Annex A hereto includes information pertaining to the Participants in this solicitation, including, as applicable, the name, present principal occupation or employment, business address, and certain other information with respect to such Participants.

As of the date hereof, the Arkhouse Parties collectively own 1,000 shares of Common Stock of record and 7,975,709 shares of Common Stock in the aggregate (including 180,000 shares of Common Stock underlying 1,800 American call options that are exercisable for 180,000 shares of Common Stock) beneficially, representing approximately 2.91% of the outstanding shares of Common Stock of the Company (based on 274,073,323 shares of Common Stock outstanding as of November 25, 2023, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 28, 2023).

The Arkhouse Parties other than Mr. Hebard disclaim beneficial ownership of the Common Stock stated above as beneficially owned by Mr. Hebard. Mr. Hebard disclaims beneficial ownership of the Common Stock stated above as beneficially owned by the other Arkhouse Parties.

Each of the Arkhouse Parties further disclaims beneficial ownership of any Company securities owned by any Arkhouse Nominee.

The Arkhouse Nominees are not the record or beneficial owners of any shares of Common Stock.

Information as to any substantial interest, direct or indirect, by security holdings or otherwise of the participants in this solicitation with respect to the Arkhouse Proposals is set forth in the section entitled “Interests of the Arkhouse Nominees” above and/or herein. Except as otherwise set forth herein and in Annex A, which is incorporated herein by reference, none of the Participants in this solicitation beneficially owns any securities of the Company or has any personal ownership interest, direct or indirect, in any securities of the Company.

The Company has disclosed in its Quarterly Report filed on Form 10-Q with the SEC on November 28, 2023, that as of as of November 25, 2023, there were 274,073,323 shares of Common Stock outstanding. The Company Proxy Statement, when it is filed by the Company with the SEC, is expected to provide the current number of shares of Common Stock outstanding and entitled to vote at the 2024 Annual Meeting as of the Record Date. Each share of Common Stock outstanding as of the Record Date is entitled to one vote on all matters presented at the 2024 Annual Meeting.

As of the date hereof, the Participants hold securities of the Company in the amounts and manner indicated below.

⁴Excludes, for the avoidance of doubt, cash-settled options.

The date of purchase and number of shares of Common Stock purchased by the Participants in the last two years are set forth in Annex A to this Proxy Statement.

Other than as set forth in this Proxy Statement or in Annex A hereto, no Participant in this solicitation owns any securities of the Company of record but not beneficially.

Set forth in Annex A hereto are transactions in the Company’s securities effected by the Participants within the past two years. Other than as disclosed in Annex A, no Participant has effected any transaction in securities of the Company in the past two years.

The securities of the Company described in Annex A hereto as purchased by the Participants other than Mr. Hebard were purchased by such Participants with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The securities of the Company described in Annex A hereto as purchased by Mr. Hebard or his spouse were purchased using personal resources (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). Other than as set forth in this Proxy Statement (including the immediately preceding two sentences and the immediately succeeding section), no part of the purchase price or market value of any securities of the Company described in Annex A hereto are represented by funds that were borrowed or otherwise obtained for the purpose of acquiring or holding such securities by any Participant.

The shares of Common Stock which certain of the Participants hold in “street name” may be held in brokerage custodian accounts which, from time to time in the ordinary course, may utilize margin borrowing in connection with purchasing, borrowing or holding of securities, and such shares may thereby have been, or in the future may become, subject to the terms and conditions of such margin debt and terms, together with all other securities held therein.

Other than as set forth in this Proxy Statement or in Annex A hereto, after reasonable inquiry, no Participant, and no associate of any Participant in this solicitation, owns beneficially, directly or indirectly, or of record but not beneficially, any securities of the Company, or any parent or subsidiary of the Company.

For purposes of completeness, (i) Arkhouse Nominee Gerald L. Storch serves on the Board of Directors of Fanatics, Inc, an affiliate of Hat World, Inc. (dba LIDS Sports Group), which since the beginning of the Company’s last fiscal year may have engaged in transactions with the Company involving an amount that exceeds $120,000, and (ii) Arkhouse Nominee Mohsin Y. Meghji served as a director/manager of Macy’s Propco Holdings, LLC, a Company subsidiary, from May 2020 through July 2021, and in such capacity earned $318,750 in fees in the aggregate.

Other than as set forth in this Proxy Statement or in Annex A hereto, no Participant in this solicitation and no associate of any Participant in this solicitation has had or will have a direct or indirect material interest in any transaction since the beginning of the Company’s last fiscal year or any currently proposed transactions in which the Company was or is to be a participant and the amount involved exceeds the lesser of (i) 1% of the Company’s total assets and (ii) $120,000.

There are no material proceedings in which the Arkhouse Nominees or any of their respective associates is a party adverse to the Company or any of its subsidiaries, or material proceedings in which such Arkhouse Nominee or any such associate has a material interest adverse to the Company or any of its subsidiaries.

There exist no family relationships between any Arkhouse Nominee and any director or executive officer of the Company.

None of the Arkhouse Nominees has been involved in any legal proceedings during the past ten years that would be required to be disclosed under Item 401(f) of Regulation S-K promulgated under the Exchange Act and that are material to an evaluation of the ability or integrity of any such nominee to become a director of the Company.

As of the date of this Proxy Statement, there are no material legal proceedings to which the Participants or any of their respective associates are a party adverse to the Company or any of its subsidiaries, or material legal proceedings in which the Participants or any such associates have a material interest adverse to the Company or any of its subsidiaries.

During the past ten (10) years, no Participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Arkhouse Nominees is a current or former officer of the Company and no Arkhouse Nominee was an employee of the Company during the fiscal year ended January 28, 2024. During such fiscal year, no executive officer of the Company served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity of which any Arkhouse Nominee was an executive officer. There exist no interlocking relationships that would have required disclosure under Item 407(e)(4) of Regulation S-K, had the Arkhouse Nominees been directors of the Company.

CERTAIN ADDITIONAL INFORMATION

Some banks, brokerage firms, dealers, trust company and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders sharing an address. We will promptly deliver a separate copy of the document to you if you write or call our proxy solicitor, Morrow Sodali. Stockholders may call toll-free at 1 (800) 662-5200, and banks, brokers and other nominees may call collect at (203) 658-9400 or email Macys@info.morrowsodali.com. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address and phone number.

Because the Arkhouse Parties have initiated a contested proxy solicitation, we understand that banks and brokers with account holders who are stockholders of the Company will not be householding our proxy materials.

This Proxy Statement is dated March [·], 2024. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the mailing of this Proxy Statement to stockholders shall not create any implication to the contrary.

In addition to carefully reading this Proxy Statement in its entirety, you are advised to carefully read any additional soliciting materials that may be filed under cover of Schedule 14A in respect of this solicitation when such materials become available, as they may contain additional important information. You may obtain a free copy of this Proxy Statement and any additional soliciting materials that we file with the SEC at the SEC’s website at www.sec.gov, or by contacting Morrow Sodali at the address and phone number indicated above.

Please refer to the Company Proxy Statement and annual report, when they are filed by the Company with the SEC,

for certain additional information and disclosure required to be made by the Company in connection with the 2024 Annual Meeting and in accordance with applicable law.

YOUR VOTE IS IMPORTANT, NO MATTER HOW FEW SHARES OF COMMON STOCK YOU OWN. the ARKHOUSE PARTIES STRONGLY URGE YOU TO VOTE “FOR” EACH OF RICHARD CLARK, RICHARD L. MARKEE, MOHSIN Y. MEGHJI, MITCHELL SCHEAR, NADIR SETTLES, GERALD L. STORCH, SHAREN J. TURNEY, ANDREA M. WEISS AND ISAAC ZION TO BE ELECTED TO THE BOARD, “WITHHOLD” ON THE ELECTION OF THE OPPOSED COMPANY NOMINEES, AND “FOR” THE BY-LAW REPEAL PROPOSAL, AND RECOMMEND THAT YOU VOTE “FOR” THE AUDITOR PROPOSAL, BY MARKING, SIGNING, DATING AND RETURNING THE ENCLOSED BLUE UNIVERSAL PROXY CARD OR BLUE VOTING INSTRUCTION FORM IN THE POSTAGE PAID ENVELOPE PROVIDED TO YOU WITH THIS PROXY STATEMENT. WE MAKE NO RECOMMENDATION WITH RESPECT TO THE ELECTION OF THE ACCEPTABLE COMPANY NOMINEES, AND WITH RESPECT TO THE “SAY ON PAY” PROPOSAL.

IF YOU HAVE SIGNED THE BLUE universal proxy card AND NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL THE SHARES OF COMMON STOCK REPRESENTED BY THE BLUE universal proxy card “FOR” EACH OF Richard Clark, Richard L. Markee, Mohsin Y. Meghji, Mitchell Schear, Nadir Settles, Gerald L. Storch, Sharen J. Turney, Andrea M. Weiss and Isaac Zion TO BE ELECTED TO THE BOARD, “WITHHOLD” ON THE ELECTION OF THE OPPOSED COMPANY NOMINEES, “WITHHOLD” ON THE ELECTION OF THE ACCEPTABLE COMPANY NOMINEES, “FOR” THE APPROVAL OF THE BY-LAW REPEAL PROPOSAL, “FOR” the auditor proposal, AND [n] WITH RESPECT TO the “say on pay” proposal.

If you sign, do not mark and return a BLUE voting instruction form to your broker, your broker will cause your shares of Common Stock to be voted in accordance with the foregoing instructions applicable to a signed and unmarked BLUE universal proxy card.

PLEASE DO NOT RETURN ANY UNIVERSAL PROXY CARD YOU MAY RECEIVE FROM THE COMPANY OR OTHERWISE AUTHORIZE A PROXY (other than on the BLUE universal proxy card or BLUE voting instruction form delivered by us to you) TO VOTE YOUR SHARES OF COMMON STOCK AT THE 2024 Annual MEETING, NOT EVEN AS A PROTEST VOTE. IF YOU HAVE ALREADY SENT A PROXY CARD TO THE COMPANY OR OTHERWISE AUTHORIZED A PROXY TO VOTE YOUR SHARES OF COMMON STOCK AT THE 2024 Annual MEETING, IT IS NOT TOO LATE TO CHANGE YOUR VOTE. TO REVOKE YOUR PRIOR PROXY AND CHANGE YOUR VOTE, SIMPLY DATE, SIGN AND RETURN THE ENCLOSED BLUE universal proxy card or BLUE voting instruction form IN THE POSTAGE-PAID ENVELOPE PROVIDED OR FOLLOW THE INSTRUCTIONS ON YOUR BLUE universal proxy card TO VOTE BY TELEPHONE OR VIA THE INTERNET. ONLY YOUR LATEST DATED PROXY WILL BE COUNTED.

INCORPORATION BY REFERENCE

WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY PROXY STATEMENT RELATING TO THE 2024 ANNUAL MEETING (WHICH HAS NOT YET BEEN FILED BY THE COMPANY) BASED ON OUR RELIANCE ON RULE 14a-5(c) UNDER THE EXCHANGE ACT. SUCH DISCLOSURE OMITTED FROM THIS PROXY STATEMENT AND EXPECTED TO BE INCLUDED IN THE COMPANY PROXY STATEMENT INCLUDES: CERTAIN BIOGRAPHICAL INFORMATION AND INFORMATION ABOUT THE BACKGROUNDS AND QUALIFICATIONS OF THE COMPANY’S DIRECTORS AND EXECUTIVE OFFICERS, INFORMATION CONCERNING ALL MATTERS REQUIRING THE APPROVAL OF STOCKHOLDERS, INCLUDING THE ELECTION OF DIRECTORS, INFORMATION CONCERNING EXECUTIVE COMPENSATION, INFORMATION CONCERNING ANY ARRANGEMENTS WHICH MAY RESULT IN A CHANGE IN CONTROL OF THE COMPANY, SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE OF THE COMPANY’S DIRECTORS AND EXECUTIVE OFFICERS, INFORMATION CONCERNING CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, INFORMATION CONCERNING THE COMPANY’S PROCEDURES FOR NOMINATING DIRECTORS, INFORMATION CONCERNING THE COMMITTEES OF THE BOARD AND OTHER INFORMATION CONCERNING THE BOARD SUCH AS LEADERSHIP STRUCTURE, BOARD MEETING AND ATTENDANCE, INFORMATION ON HOW TO OBTAIN DIRECTIONS TO BE ABLE TO ATTEND and vote at THE 2024 Annual MEETING AND VOTE LIVE; AND PROCEDURES FOR SUBMITTING PROPOSALS FOR INCLUSION IN THE COMPANY PROXY STATEMENT AT THE NEXT ANNUAL MEETING. INFORMATION CONCERNING THE DATE BY WHICH STOCKHOLDER PROPOSALS INTENDED TO BE PRESENTED AT THE NEXT ANNUAL MEETING OF STOCKHOLDERS MUST BE RECEIVED BY THE COMPANY FOR INCLUSION IN THE COMPANY PROXY STATEMENT AND FORM OF PROXY FOR THAT MEETING IS ALSO CONTAINED IN THE COMPANY PROXY STATEMENT.

STOCKHOLDERS ARE DIRECTED TO REFER TO THE COMPANY PROXY STATEMENT (WHEN IT BECOMES AVAILABLE) AND ANNUAL REPORT (WHEN IT BECOMES AVAILABLE) TO BE FILED WITH THE SEC FOR CERTAIN ADDITIONAL INFORMATION AND DISCLOSURE REQUIRED TO BE MADE BY THE COMPANY IN CONNECTION WITH THE 2024 ANNUAL MEETING, INCLUDING THE COMPANY’S NOMINEES AS REQUIRED BY ITEM 7 OF SCHEDULE 14A, AND IN ACCORDANCE WITH APPLICABLE LAW. STOCKHOLDERS CAN ACCESS THE COMPANY PROXY STATEMENT (WHEN IT BECOMES AVAILABLE) AND ANY OTHER RELEVANT DOCUMENTS DISCLOSING THIS INFORMATION, WITHOUT COST, ON THE SEC’S WEBSITE AT WWW.SEC.GOV. STOCKHOLDERS SHOULD REFER TO THE COMPANY PROXY STATEMENT FOR THE 2024 ANNUAL MEETING, when it is filed by the company, IN ORDER TO REVIEW THIS DISCLOSURE. THE INFORMATION CONCERNING THE COMPANY CONTAINED IN THIS PROXY STATEMENT HAS BEEN TAKEN FROM, OR IS BASED UPON, PUBLICLY AVAILABLE DOCUMENTS ON FILE WITH THE SEC AND OTHER PUBLICLY AVAILABLE INFORMATION. ALTHOUGH WE HAVE NO KNOWLEDGE THAT WOULD INDICATE THAT STATEMENTS RELATING TO THE COMPANY CONTAINED IN THIS PROXY STATEMENT IN RELIANCE UPON PUBLICLY AVAILABLE INFORMATION ARE INACCURATE OR INCOMPLETE, TO DATE WE HAVE NOT HAD ACCESS TO THE BOOKS AND RECORDS OF THE COMPANY, WERE NOT INVOLVED IN THE PREPARATION OF SUCH INFORMATION AND STATEMENTS AND ARE NOT IN A POSITION TO VERIFY SUCH INFORMATION AND STATEMENTS. ALL INFORMATION RELATING TO ANY PERSON OTHER THAN THE PARTICIPANTS IS GIVEN ONLY TO OUR KNOWLEDGE. SEE ANNEX B FOR INFORMATION REGARDING PERSONS WHO MAY BE DEEMED TO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES OF COMMON STOCK AND THE OWNERSHIP OF THE SHARES OF COMMON STOCK BY THE DIRECTORS AND MANAGEMENT OF THE COMPANY.

March [·], 2024

ANNEX A
INFORMATION CONCERNING PARTICIPANTS IN THE SOLICITATION

Arkhouse Value Fund I LP, Arkhouse Value Fund II LP, Arkhouse Co-Investment III LP, Arkhouse Equity Investors LLC, Arkhouse Equities Fund LLC, Arkhouse Value Fund GP LLC, Arkhouse Co-Investment III GP LLC, Arkhouse Real Estate Activism Fund MM LLC, Arkhouse Management Co. LP, Arkhouse Manager LLC, Arkhouse GP LLC, Jonathon Blackwell, Gavriel Kahane, George Hebard, Richard Clark, Richard L. Markee, Mohsin Y. Meghji, Mitchell Schear, Nadir Settles, Gerald L. Storch, Sharen J. Turney, Andrea M. Weiss, and Isaac Zion may be deemed “participants” under SEC rules in this solicitation. Information regarding the participants in the solicitation is set forth below.

Except as described herein, no Participant in this solicitation beneficially owns any securities of the Company or has any personal ownership interest, direct or indirect, in any securities of the Company. Set forth in this Annex A are transactions in the Company’s securities effected by the participants in this solicitation within the past two years.

The shares of Common Stock that the Participants hold in “street name” may be held in brokerage custodian accounts which, from time to time in the ordinary course, may utilize margin borrowing in connection with purchasing, borrowing or holding of securities, and such shares of Common Stock may thereby have been, or in the future may become, subject to the terms and conditions of such margin debt and terms, together with all other securities held therein.

Except as described herein, as of the date hereof, no part of the purchase price or market value of any securities of the Company described in Annex A are represented by funds that were borrowed or otherwise obtained for the purpose of acquiring or holding such securities by any participant.

PERSONS MAKING THE SOLICITATION:

The name, principal business address and the principal occupation or employment of the Arkhouse Parties is set forth below.

Arkhouse Value Fund I LP

Arkhouse Value Fund I LP is a Delaware limited partnership whose principal business address is 106 W. 56^th Street, 17^th Floor New York, NY 10019. The principal business of Arkhouse Value Fund I LP is to invest in securities.

Arkhouse Value Fund II LP

Arkhouse Value Fund II LP is a Delaware limited partnership whose principal business address is 106 W. 56^th Street, 17^th Floor New York, NY 10019. The principal business of Arkhouse Value Fund II LP is to invest in securities.

Arkhouse Co-Investment III LP

Arkhouse Co-Investment III LP is a Delaware limited partnership whose principal business address is 106 W. 56^th Street, 17^th Floor New York, NY 10019. The principal business of Arkhouse Co-Investment III LP is to invest in securities.

Arkhouse Equity Investors LLC

Arkhouse Equity Investors LLC is a Delaware limited liability company whose principal business address is 106 W. 56^th Street, 17^th Floor New York, NY 10019. The principal business of Arkhouse Equities Fund LLC is to invest in securities.

Arkhouse Equities Fund LLC

Arkhouse Equities Fund LLC is a Delaware limited liability company whose principal business address is 106 W. 56^th Street, 17^th Floor New York, NY 10019. The principal business of Arkhouse Equities Fund LLC is to invest in securities.

Arkhouse Value Fund GP LLC

Arkhouse Value Fund GP LLC is a Delaware limited liability company whose principal business address is 106 W. 56^th Street, 17^th Floor New York, NY 10019.  The principal business of Arkhouse Value Fund GP LLC is to serve as the general partner of certain pooled investment vehicles, including Arkhouse Value Fund I LP and Arkhouse Value Fund II LP.

Arkhouse Co-Investment III GP LLC

Arkhouse Co-Investment III GP LLC is a Delaware limited liability company whose principal business address is 106 W. 56^th Street, 17^th Floor New York, NY 10019.  The principal business of Arkhouse Co-Investment III GP LLC is to serve as the general partner of certain pooled investment vehicles, including Arkhouse Co-Investment III LP.

Arkhouse Real Estate Activism Fund MM LLC

Arkhouse Real Estate Activism Fund MM LLC is a Delaware limited liability company whose principal business address is 106 W. 56^th Street, 17^th Floor New York, NY 10019. The principal business of Arkhouse Real Estate Activism Fund MM LLC is to serve as the manager of certain pooled investment vehicles, including Arkhouse Equities Fund LLC.

Arkhouse Management Co. LP

Arkhouse Management Co. LP is a Delaware limited partnership whose principal business address is 106 W. 56^th Street, 17^th Floor New York, NY 10019. The principal business of Arkhouse Management Co. LP is to act as the investment manager to certain pooled investment vehicles, including Arkhouse Value Fund I LP, Arkhouse Value Fund II LP, Arkhouse Co-Investment III LP, Arkhouse Equities Fund LLC and Arkhouse Equity Investors LLC.

Arkhouse Manager LLC

Arkhouse Manager LLC is a Delaware limited liability company whose principal business address is 106 W. 56^th Street, 17^th Floor New York, NY 10019. The principal business of Arkhouse Manager LLC is to serve as the managing member or manager of certain entities, including Arkhouse Real Estate Activism Fund MM LLC and Arkhouse Equity Investors LLC.

Arkhouse GP LLC

Arkhouse GP LLC is a Delaware limited liability company whose principal business address is 106 W. 56^th Street, 17^th Floor New York, NY 10019. The principal business of Arkhouse GP LLC is to serve as the general partner of Arkhouse Management Co. LP.

Jonathon Blackwell

Jonathon Blackwell is a citizen of the United States. Mr. Blackwell’s principal business address is 106 W. 56^th Street, 17^th Floor New York, NY 10019. The principal occupation of Mr. Blackwell is investor and business executive and such occupation is principally carried out through Arkhouse Management Co. LP and its affiliated funds and investment vehicles, including the other Arkhouse Parties.

Gavriel Kahane

Gavriel Kahane is a citizen of the United States. Mr. Kahane’s principal business address is 106 W. 56^th Street, 17^th Floor New York, NY 10019. The principal occupation of Mr. Kahane is investor and business executive and such occupation is principally carried out through Arkhouse Management Co. LP and its affiliated funds and investment vehicles, including the other Arkhouse Parties.

George Hebard

George Hebard is a citizen of the United States. Mr. Hebard’s principal business address is 106 W. 56^th Street, 17^th Floor New York, NY 10019. The principal occupation of Mr. Hebard is the provision of financial and investment services and such occupation is principally carried out as a member of Arkhouse’s investment team.

ARKHOUSE Nominees

Please see the Q&A entitled “Who are the Arkhouse Nominees”, above.

TRANSACTIONS IN THE SECURITIES OF THE COMPANY

Arkhouse Party Transactions

⁵ Rounded to the nearest cent; includes brokerage fees and commissions.

⁶ Rounded to the nearest cent; includes brokerage fees and commissions.

⁷ Rounded to the nearest cent; includes brokerage fees and commissions.

⁸ Rounded to the nearest cent; includes brokerage fees and commissions.

⁹ Rounded to the nearest cent; includes brokerage fees and commissions.

¹⁰ For clarity, trades in this section marked with an “ * ” denote trades in Common Stock in the retirement account of Mr. Hebard’s spouse. Mr. Hebard disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein (if any).

¹¹ Rounded to the nearest cent; includes brokerage fees and commissions.