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): July 5, 2019
J. C. PENNEY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware
1-15274
26-0037077
(State or other jurisdiction of incorporation)
(Commission File No.)
(IRS Employer
Identification No.)
6501 Legacy Drive
Plano, Texas
75024-3698
(Address of principal executive offices)
(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.

Effective July 5, 2019, the Board of Directors (the “Board”) of J. C. Penney Company, Inc. (the “Company”) has elected W. Paul Jones as a member of the Board. There are no arrangements or understandings between Mr. Jones and any other person pursuant to which he was elected as a director. The Board has appointed Mr. Jones to the Corporate Governance Committee and the Human Resources and Compensation Committee of the Board.

In connection with his election to the Board, and pursuant to the terms of the Company’s 2019 Long-Term Incentive Plan, Mr. Jones will be granted an award of restricted stock units representing a pro-rata amount of the current annual equity award to non-associate directors based on the effective date of his election.

A copy of the press release announcing Mr. Jones’ election to the Board is filed with this report as Exhibit 99.1.

Item 9.01
Financial Statements and Exhibits.
 
 
 
 
(d)
Exhibit 99.1






SIGNATURE

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:  July 10, 2019