SCHEDULE 14A

(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:
(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.

 

(1)    Amount Previously Paid:
(2)    Form, Schedule or Registration Statement No.:
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(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 22, 2020.

 

J. C. PENNEY COMPANY, INC.  

 

Meeting Information

 

 

Meeting Type:            Annual

  For holders as of:       March 23, 2020
  Date:   May 22, 2020             Time: 10:00 A.M., CDT
  Location: Meeting live via the Internet-please visit
 

   www.virtualshareholdermeeting.com/JCP2020.

 

 

The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/JCP2020 and be sure to have the information that is printed in the box marked by the arrow LOGO (located on the following page).

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J. C. PENNEY COMPANY, INC.

6501 LEGACY DRIVE

PLANO, TX 75024

   
 

 

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 www.proxyvote.com or easily request a paper copy (see reverse side).

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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.
 


 

 

 

 

 

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—  Before You Vote  —

How to Access the Proxy Materials

 

 

Proxy Materials Available to VIEW or RECEIVE:

 
NOTICE AND PROXY STATEMENT         ANNUAL REPORT        FORM 10-K
 
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: www.proxyvote.com.
 
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:        www.proxyvote.com

2) BY TELEPHONE:    1-800-579-1639

3) BY E-MAIL*:            sendmaterial@proxyvote.com

 
* 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 10, 2020 to facilitate timely delivery.

 

—  How To Vote  —

Please Choose One of the Following Voting Methods

 

 

Vote By Internet:

    Before The Meeting:

Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

    During The Meeting:

Go to www.virtualshareholdermeeting.com/JCP2020. 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:

Nominees:

 

  1a.

Paul J. Brown

 

  1b.

Amanda Ginsberg

 

  1c.

W. Paul Jones

 

  1d.

Wonya Y. Lucas

 

  1e.

B. Craig Owens

 

  1f.

Lisa A. Payne

 

  1g.

Debora A. Plunkett

 

  1h.

Leonard H. Roberts

 

  1i.

Jill Soltau

 

  1j.

Javier G. Teruel

 

  1k.

Ronald W. Tysoe

 

 

 

 

Directors recommend a vote FOR Proposals 2, 3, 4 and 5.  

        

 

2.

To ratify the appointment of KPMG LLP as independent auditor for the fiscal year ending January 30, 2021.

 

3.

To approve the adoption of the J. C. Penney Company, Inc. 2020 Long-Term Incentive Plan.

 

4.

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 carry forwards.

 

5.

Advisory vote on executive compensation.

 

 

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