(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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 §240.14a-12

J. C. Penney Company, Inc.



(Name of 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)(1) and 0-11.


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

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.


(1)    Amount Previously Paid:
(2)    Form, Schedule or Registration Statement No.:
(3)    Filing Party:
(4)    Date Filed:

*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Stockholder Meeting

To Be Held on May 19, 2017.




Meeting Information



  Meeting Type:





  For holders as of:



March 20, 2017



  Date:    May 19, 2017



        Time:     10:00 A.M., CDT



  Location:  JCPenney Home Office


     6501 Legacy Drive







PLANO, TX 75024


     Plano, TX 75024-3698




You are receiving this communication because you hold shares in the company named above.



This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).



We encourage you to access and review all of the important information contained in the proxy materials before voting.



See the reverse side of this notice to  obtain proxy materials and voting  instructions.




  Before You Vote 








How to Access the Proxy Materials



  Proxy Materials Available to VIEW or RECEIVE:





  How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:


  How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

                                 1) BY INTERNET:

                                 2) BY TELEPHONE:     1-800-579-1639

                                 3) BY E-MAIL*:    


* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 7, 2017 to facilitate timely delivery.










  How To Vote   







  Please Choose One of the Following Voting Methods






Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.



                   Voting Items                                 




Directors recommend a vote FOR Proposal 1.

      1.   Election of Directors: Board’s nominees for Directors for the term set
forth in the Proxy Statement are:



     Directors recommend a vote FOR Proposals 2, 3, 4 and 5.     
        1a.   Paul J. Brown   2.  

To ratify the appointment of KPMG LLP as independent auditor for the fiscal year ending February 3, 2018.

        1b.   Marvin R. Ellison      3.  

To approve the adoption of an amendment and extension of the Amended and Restated Rights Agreement in order to protect the tax benefits of the Company’s net operating loss carryforwards.

        1c.   Amanda Ginsberg      4.  

To approve the adoption of the J. C. Penney Corporation, Inc. Amended and Restated Management Incentive Compensation Program.

        1d.   B. Craig Owens      5.  

Advisory vote on executive compensation.

        1e.   Lisa A. Payne            
                  Directors recommend a vote of 1 YEAR for Proposal 6.     
        1f.   Debora A. Plunkett            
                  6.   Advisory vote on frequency of holding advisory vote on executive compensation.     
        1g.   J. Paul Raines            
        1h.   Leonard H. Roberts            





Javier G. Teruel

        1j.   R. Gerald Turner            




      1k.   Ronald W. Tysoe