jcpenney8kannual.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 17, 2013
 

 
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 17, 2013.  At the Annual Meeting, stockholders considered and voted upon three proposals: (1) to elect eleven 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 1, 2014; and (3) 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
 
138,570,023
 
9,630,503
 
511,901
 
25,513,233
     Colleen Barrett
 
134,923,837
 
13,113,000
 
675,590
 
25,513,233
     Thomas Engibous
 
142,446,398
 
5,447,161
 
818,868
 
25,513,233
     Kent Foster
 
140,177,711
 
7,672,703
 
862,013
 
25,513,233
     Geraldine Laybourne
 
134,368,310
 
13,630,236
 
713,881
 
25,513,233
     Leonard Roberts
 
141,869,745
 
5,995,442
 
847,240
 
25,513,233
     Steven Roth
 
139,032,299
 
8,996,527
 
683,601
 
25,513,233
     Javier Teruel
 
142,736,378
 
5,192,876
 
783,173
 
25,513,233
     Gerald Turner
 
134,168,861
 
13,641,103
 
902,463
 
25,513,233
     Myron E. Ullman, III
 
145,283,819
 
3,049,907
 
378,701
 
25,513,233
     Mary Beth West
 
142,888,798
 
5,097,132
 
726,497
 
25,513,233

All of the nominees for director were elected to serve for a term expiring at the 2014 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
 
170,842,986
 
2,641,207
 
741,467
 
N/A
 
The appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ending February 1, 2014 was ratified.
 
3. Advisory Vote on Compensation of Executive Officers.

 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
134,744,081
 
12,448,308
 
1,520,038
 
25,513,233

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 20, 2013