Exhibit 4 

Case 1:07-cv-05862-RJH Document 39-5 Filed 01/07/2008 Page 1 of 6
Form DEF 14A 

Macy's, Inc. - M 

Filed: April 04, 2007 (period: May 18, 2007) 

Official notification to shareholders of matters to be brought to a vote (Proxy) 

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

SCHEDULE 14A 

Proxy Statement Pursuant to Section 14(a) of the Securities 

 Exchange Act of 1934 (Amendment No. ) 

Filed by the Registrant ; 

 Filed by a Party other than the Registrant  

Check the appropriate box: 

 Preliminary Proxy Statement 

 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 

; Definitive Proxy Statement 

 Definitive Additional Materials 

 Soliciting Material under Rule 14a-12 

Federated Department Stores, Inc. 

Name of the Registrant as Specified In Its Charter 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant) 

Payment of Filing Fee (Check the appropriate box): 

 ; No fee required. 

  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 

 

(1) Title of each class of securities to which transaction applies: 

 

 

(2) Aggregate number of securities to which transaction applies: 

 

 

(3) 

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the 

amount on which the filing fee is calculated and state how it was determined): 

 

 

(4) Proposed maximum aggregate value of transaction: 

 

 

(5) Total fee paid: 

 

 

 Fee paid previously with preliminary materials. 

 



 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the 

offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the 

date of its filing. 

 

 Amount Previously Paid: 

 

 

 Form, Schedule or Registration Statement No.: 

 

 

 Filing Party: 

 

 

 Date Filed: 

 

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 • FIL has sole power to dispose of the 3,439,788 shares described in clause (c) above, sole power 

to vote 3,128,968 of such shares and no power to vote 310,820 of such shares. 

 • A partnership controlled predominantly by family members of Edward C. Johnson 3d or trusts 

for their benefit owns shares of FIL voting stock with the right to cast approximately 47% of the 

total votes that may be cast by all holders of FIL voting stock. 

 • Edward C. Johnson 3d and FMR, through its control of PGALLC, each has sole power to 

dispose of and vote the 212,500 shares described in clause (e) above. 

 • Edward C. Johnson 3d and FMR, through its control of PGATC, each has sole power to dispose 

of the 1,364,615 shares described in clause (f) above and sole power to vote 1,350,015 of such 

shares. 

According to the FMR Schedule 13G, Edward C. Johnson 3d and various Johnson family members are the predominant owners of the 

Series B shares of common stock of FMR, representing approximately 49% of the voting power of FMR. According to the FMR 

Schedule 13G, through their ownership of FMR’s voting common stock and related agreements, members of the Johnson family may 

be deemed to form a controlling group with respect to FMR. 

Stock Ownership of Directors and Executive Officers. The following table sets forth the shares of common stock beneficially 

owned (or deemed to be beneficially owned pursuant to the rules of the Securities and Exchange Commission, referred to as the SEC), 

as of March 23, 2007 by each Federated director who is not an employee of Federated, referred to as a Non-Employee Director, by

each executive named on the 2006 Summary Compensation Table, referred to as a Named Executive, and by Federated’s directors and

executive officers as a group. The business address of each of the individuals named in the table is 7 West Seventh Street, Cincinnati, 

Ohio 45202. 

 

 Number of Shares Percent of 

Name (1) (2) Class 

Meyer Feldberg 76,853 63,500 less than 1% 

Sara Levinson 70,122 67,000 less than 1% 

Joseph Neubauer 103,540 63,500 less than 1% 

Joseph A. Pichler 71,300 63,500 less than 1% 

Joyce M. Roché 4,492 2,500 less than 1% 

William P. Stiritz(3) 570,174 2,918 less than 1% 

Karl M. von der Heyden 80,900 63,500 less than 1% 

Craig E. Weatherup 69,500 63,500 less than 1% 

Marna C. Whittington 86,266 63,500 less than 1% 

Terry J. Lundgren 2,638,210 2,432,564 less than 1% 

Karen M. Hoguet 587,394 493,982 less than 1% 

Thomas G. Cody 615,222 559,714 less than 1% 

Thomas L. Cole 628,439 540,424 less than 1% 

Janet E. Grove 612,057 560,342 less than 1% 

Susan D. Kronick 624,369 539,726 less than 1% 

Ronald W. Tysoe 594,696 593,750 less than 1% 

All directors and executive officers as a group (17 

persons)(4) 6,951,703 5,685,974 1.5% 

5 

Case 1:07-cv-05862-RJH Document 39-5 Filed 01/07/2008 Page 4 of 6
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(1)

 

Aggregate number of shares of common stock currently held or which may be acquired within 60 days 

after March 23, 2007 through the exercise of options granted under Federated’s 1995 Executive Equity 

Incentive Plan, referred to as the 1995 Equity Plan. Includes shares pledged as security in brokerage 

firm customary margin accounts, as follows: Stiritz, 407,256 shares; Whittington, 7,954 shares. 

(2) Number of shares of common stock which may be acquired within 60 days after March 23, 2007 

through the exercise of options granted under the 1995 Equity Plan. 

(3) Includes 100,000 shares held by Mr. Stiritz’ spouse and 60,000 shares held by his son. 

(4) Mr. Tysoe ceased to be an executive officer in October 2006 when he resigned from his position as 

Vice Chair of Federated. Consequently, his holdings are not included. 

Securities Authorized for Issuance Under Equity Compensation Plans. The following table presents certain aggregate 

information, as of February 3, 2007, with respect to the 1995 Equity Plan and Federated’s 1994 Stock Incentive Plan, referred to as the 

1994 Stock Plan (included on the line captioned “Equity compensation plans approved by security holders”). 

 

 Number of securities 

 Number of securities Weighted-average remaining available for 

 to be issued upon exercise price of future issuance under 

 exercise of outstanding equity compensation plans 

 outstanding options, options, warrants (excluding securities 

 warrants and rights and rights ($) reflected in column (a)) 

Plan Category (a) (b) (c) 

Equity compensation plans 

approved by security holders 40,644,498 $ 26.99 27,420,704 

Equity compensation plans not 

approved by security holders 0 0 0 

Total 40,644,498 $ 26.99 27,420,704 

The foregoing table does not reflect shares of restricted stock previously issued under the 1995 Equity Plan or the 1994 Stock 

Plan. As of February 3, 2007: 

 • 387,000 shares of restricted stock were outstanding and subject to possible forfeiture, and 

 • 3,808,000 shares of common stock were available for future issuance as restricted stock or 

restricted stock units under the 1995 Equity Plan and the 1994 Stock Plan. 

The shares remaining available for future issuance as restricted stock or restricted stock units are included in the totals reflected in 

column (c). Under the 1995 Equity Plan and the 1994 Stock Plan, if these shares are not issued as restricted stock they may be made 

subject to grants of stock options. 

The foregoing table does not reflect stock credits issued under Federated’s Executive Deferred Compensation Plan, the Director 

Deferred Compensation Plan, and the Associated Dry Goods Corporation Executives Deferred Compensation Plan (assumed by 

Federated in connection with its acquisition of May), which plans have not been approved by Federated’s stockholders. Pursuant to 

the Executive Deferred Compensation Plan, eligible executives may elect to receive a portion of their cash compensation in the form 

of stock credits. For a discussion of stock credits issued to Non-Employee Directors under the Director Deferred Compensation Plan, 

see “Further Information Concerning the Board of Directors — Director Compensation” and “Item 5. Approval of the Issuance of 

Common Stock Under the Director Deferred Compensation Plan.” Pursuant to the Associated Dry Goods Corporation Executives 

Deferred Compensation Plan, participants elected to receive a portion of their cash compensation in the form of stock credits. 

6 

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(3) The Non-Employee Directors held the following stock options and stock credits as of the end of fiscal 

2006 (values are based on a closing price at fiscal year-end of $41.88): 

 

 Stock Options Stock Credits 

 Number of Securities Underlying 

 

Unexercised Options 

 

Number of 

Stock 

Market Value of 

 

 (#) Credits Stock Credits 

Name Exercisable Unexercisable (#) ($) 

Feldberg 56,000 25,000 4,787 200,480 

Levinson 63,000 25,000 15,229 637,791 

Neubauer 63,000 25,000 56,483 2,365,508 

Pichler 56,000 25,000 13,371 559,977 

Roché 0 10,000 1,926 80,661 

Stiritz 418 11,248 3,279 137,325 

von der Heyden 56,000 25,000 43,942 1,840,291 

Weatherup 63,000 25,000 30,891 1,293,715 

Whittington 63,000 25,000 21,665 907,330 

(4)

 

The present value of benefits under the Non-Employee Director retirement plan for each individual was 

determined as a deferred temporary life annuity based on years of Board service prior to May 16, 1997. 

The present value basis includes a discount rate of 5.85% and mortality rates under the RP2000CH table 

projected to January 1, 2006 using scale AA. The calculations assume that the annual retainer remains at 

$60,000 and a retirement at age 72, the mandatory retirement age for Directors. 

(5)

 

“All Other Compensation” includes the items shown below. Merchandise discounts are credited to the 

Directors’ charge accounts. Gross-up on taxes on the merchandise discount and spousal travel are paid 

in cash after the end of the year, so the amounts shown reflect the gross up on the prior fiscal year 

amounts. 

 

 Merchandise Spousal 

 Discount Gross-Up Travel 

Name ($) ($) ($) 

Feldberg 13,475 7,099 0 

Levinson 17,137 10,109 0 

Neubauer 9,925 5,941 0 

Pichler 2,814 1,263 3,563 

Roché 0 0 0 

Stiritz 0 105 0 

von der Heyden 6,654 3,471 2,609 

Weatherup 14,423 14,097 0 

Whittington 16,583 6,204 1,304 

Director Retirement Plan 

Federated’s retirement plan for Non-Employee Directors was terminated on a prospective basis effective May 16, 1997 (the “Plan 

Termination Date”). As a result of such termination, persons who first become Non-Employee Directors after the Plan Termination

Date will not be entitled to receive any benefit from the plan. Persons who were Non-Employee Directors as of the Plan Termination 

Date will be entitled to receive 

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