jcpenney8kmay1812.htm

 
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 18, 2012
 

 
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
 

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))
 

 
 
 
 
 

Item 5.07                 Submission of Matters to a Vote of Security Holders.
 
J. C. Penney Company, Inc. (“Company”) held its Annual Meeting of Stockholders on May 18, 2012.  At the Annual Meeting, stockholders considered and voted upon five proposals: (1) to elect twelve 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; (2) to ratify the appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ending February 2, 2013; (3) to approve the 2012 Long-Term Incentive Plan; (4) to approve the Management Incentive Compensation Program; and (5) to approve, on an advisory basis, 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
     William Ackman
 
153,436,186
 
20,090,223
 
753,331
 
15,258,230
     Colleen Barrett
 
147,669,047
 
25,931,166
 
679,527
 
15,258,230
     Thomas Engibous
 
170,592,771
 
3,005,280
 
681,689
 
15,258,230
     Kent Foster
 
170,394,504
 
3,198,258
 
686,978
 
15,258,230
     Ronald Johnson
 
171,248,685
 
2,366,471
 
664,584
 
15,258,230
     Geraldine Laybourne
 
147,578,426
 
26,026,191
 
675,123
 
15,258,230
     Burl Osborne
 
147,154,907
 
26,416,509
 
708,324
 
15,258,230
     Leonard Roberts
 
170,896,292
 
2,725,723
 
657,725
 
15,258,230
     Steven Roth
 
168,142,299
 
5,412,669
 
724,772
 
15,258,230
     Javier Teruel
 
171,177,652
 
2,407,512
 
694,576
 
15,258,230
     Gerald Turner
 
147,089,862
 
26,506,507
 
683,371
 
15,258,230
     Mary Beth West
 
170,857,945
 
2,720,082
 
701,713
 
15,258,230

All of the nominees for director were elected to serve for a term expiring at the 2013 Annual Meeting of Stockholders or until their successors are elected and qualified.

2. Ratification of Appointment of Independent Auditor.

 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 187,258,129
 
1,640,450
 
639,391
 
N/A
 
The appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ending February 2, 2013 was ratified.
 
3. Approve the 2012 Long-Term Incentive Plan.

 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
113,459,820
 
60,081,244
 
738,676
 
15,258,230
 
The 2012 Long-Term Incentive Plan was approved.
 
 
 
 
 
 
4 . Approve the Management Incentive Compensation Program.

 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
162,659,995
 
10,852,452
 
767,293
 
15,258,230
 
The Management Incentive Compensation Program was approved.
 
5. Advisory Vote on Compensation of Executive Officers.

 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
99,149,120
 
73,860,601
 
1,270,019
 
15,258,230

The stockholders approved, on an advisory basis, the compensation of the named executive officers.

 
 
 
 
 


 
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/ Janet Dhillon                 
      Janet Dhillon
Executive Vice President,
General Counsel and Secretary

 
 


Date:  May 21, 2012