UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 24, 2019
J. C. PENNEY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
1-15274
(Commission File No.)
26-0037077
(IRS Employer
 Identification No.)
6501 Legacy Drive
Plano, Texas
(Address of principal executive offices)
75024-3698
(Zip code)
 
Registrant's telephone number, including area code: (972) 431-1000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock of 50 cents par value
Preferred Stock Purchase Rights
JCP
New York Stock Exchange
New York Stock Exchange
 
 
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
 
Emerging Growth Company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o





Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
           (e) On May 24, 2019, the stockholders of J. C. Penney Company, Inc. (“Company”) approved the J. C. Penney Company, Inc. 2019 Long-Term Incentive Plan (“2019 Plan”). The 2019 Plan replaces the J. C. Penney Company, Inc. 2018 Long-Term Incentive Plan.

The 2019 Plan will be administered by, or under the direction of, a committee of the Board of Directors (“Committee”) constituted in such a manner as to comply at all times with Rule 16b-3 or any successor rule promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

The 2019 Plan allows for grants of (i) stock options, stock appreciation rights and stock awards (collectively, “Equity Awards”) and cash incentive awards (together, “Awards”) to associate participants selected by the Committee or its delegate and (ii) Equity Awards to non-associate Director participants. Under the 2019 Plan, Awards to associate participants are subject to such conditions as continued employment, qualifying termination, passage of time and/or satisfaction of performance criteria as specified in the 2019 Plan or set by the Committee. The amounts of Awards granted will vary. The terms of each Equity Award will be set forth in a grant notice or grant agreement provided by the Company to the recipient of the Equity Award.

In no event may more than: (i) 17,885,906 shares of common stock be issued as stock awards over the term of the 2019 Plan; (ii) 26,650,000 shares of common stock be issued pursuant to incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, over the term of the 2019 Plan; (iii) 4,000,000 shares of common stock be granted as stock options or stock appreciation rights, singly or in combination, to any participant in any fiscal year; or (iv) 3,000,000 shares of common stock be granted as performance-based Equity Awards, singly or in combination, to any participant in any fiscal year. Performance-based cash incentive awards to any individual associate participant in any calendar year may not exceed the product of $2,000,000 and the number of years in the performance cycle. Annual Equity Awards granted to each non-associate Director may not exceed $500,000 based on grant date fair value.

The 2019 Plan became effective on May 24, 2019 and will expire (unless earlier terminated by the Board of Directors) on May 31, 2024.

The foregoing description of the 2019 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2019 Plan, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.






Item 5.07
Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on May 24, 2019. At the Annual Meeting, stockholders considered and voted upon four proposals: (1) to elect ten directors nominated by the Board of Directors for a one-year term expiring at the next annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or retirement; (2) to ratify the appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ending February 1, 2020; (3) approval of the adoption of the Company’s 2019 Long-Term Incentive Plan; and (4) approval, on an advisory basis, of the compensation of the Company’s named executive officers as described in the Company’s Proxy Statement. The final results of the voting on each proposal were as follows:

1.
Election of Directors.
     Nominee
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Paul J. Brown
 
114,796,858
 
6,566,265
 
923,757
 
136,333,045
Amanda Ginsberg
 
111,265,773
 
10,152,651
 
868,456
 
136,333,045
Wonya Y. Lucas
 
114,272,161
 
6,908,397
 
1,106,322
 
136,333,045
B. Craig Owens
 
116,513,233
 
4,878,298
 
895,349
 
136,333,045
Lisa A. Payne
 
116,839,226
 
4,399,585
 
1,048,069
 
136,333,045
Debora A. Plunkett
 
116,829,059
 
4,586,664
 
871,157
 
136,333,045
Leonard H. Roberts
 
112,647,090
 
8,755,018
 
884,772
 
136,333,045
Jill Soltau
 
118,744,261
 
2,845,660
 
696,959
 
136,333,045
Javier G. Teruel
 
114,074,437
 
7,265,417
 
947,026
 
136,333,045
Ronald W. Tysoe
 
116,061,767
 
5,073,705
 
1,151,408
 
136,333,045
2. Ratification of Appointment of Independent Auditor.
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
246,221,377
 
8,788,269
 
3,610,279
 
N/A

3. Adoption of the Company’s 2019 Long-Term Incentive Plan.
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
110,590,265
 
10,514,174
 
1,182,441
 
136,333,045
4. Advisory Vote on Compensation of Named Executive Officers.
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
89,380,122
 
30,642,240
 
2,264,518
 
136,333,045

Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibit 10.1






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

J. C. PENNEY COMPANY, INC.

By: /s/ Brandy L. Treadway     
Brandy L. Treadway
Senior Vice President,
General Counsel

                            
                                

Date: May 24, 2019