SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 9, 2005
J. C. PENNEY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-15274 26-0037077
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation ) 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
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 13d-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
2005 Incentive Plan Performance Goals. Annual profit incentive compensation
can be earned under the J. C. Penney Corporation, Inc. Management Incentive
Compensation Program ("Incentive Program") by management employees, including
the executive officers who are anticipated to be named in the Summary
Compensation Table of the J. C. Penney Company, Inc. ("Company") 2006 Notice of
Annual Meeting and Proxy Statement (each a "named executive officer"). The
Incentive Program ties incentive compensation to Company performance, with no
incentive payment for performance well below plan and up to 200% of incentive
targets for superior results. The goals for the Incentive Program are set at the
beginning of each fiscal year consistent with the Company's business plan. On
May 9, 2005, the Company's Human Resources Committee approved the 2005 Incentive
Plan performance goals, including those for the named executive officers. For
2005, in the event the Company's performance meets the criteria for incentive
compensation payouts, the named executive officers' incentive payouts are
measured (1) 50 % based upon total Company sales and operating profit results of
continuing operations, and (2) 50% based upon each named executive officer's
individual performance.
Agreement with New Executive. On May 9, 2005, the Company announced that
Michael T. Theilmann will be joining the Company as Executive Vice President,
Chief Human Resources and Administration Officer beginning June 1, 2005. (See
Press Release of May 9, 2005 attached as Exhibit 99.1).On May 9, 2005 the
Company and Mr. Theilmann entered into terms of agreement ("Terms of Agreement")
describing the terms of his employment with the Company. A copy of the Terms of
Agreement are attached as Exhibit 10.1 and incorporated by reference into this
report.
Item 8.01 Other Events
On May 9, 2005, J. C. Penney Company, Inc. ("Company") announced that, through
an indirect wholly owned subsidiary, it has filed with the Brazilian Securities
Commission preliminary offering materials that could result in the sale of all
or a portion of its controlling interest in the Brazilian department store Lojas
Renner S. A., as part of a primary and secondary offering of common shares of
Lojas Renner S. A. (See News Release of May 9, 2005 attached as Exhibit 99.2)
Item 9.01(c) Financial Statements and Exhibits
Exhibit 10.1 Terms of Agreement between Michael T. Theilmann and J. C.
Penney Company, Inc., dated May 9, 2005.
Exhibit 99.1 News Release, dated May 9, 2005, announcing appointment of
Michael T. Theilmann.
Exhibit 99.2 News Release, dated May 9, 2005, announcing the filing of
preliminary offering materials regarding Brazilian operations.
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/ Joanne L. Bober
----------------------------------
Joanne L. Bober
Senior Vice President, General Counsel
and Secretary
Date: May 13, 2005
EXHIBIT INDEX
Exhibit Number Description
10.1 Terms of Agreement between Michael T. Theilmann and J. C.
Penney Company, Inc., dated May 9, 2005.
99.1 News Release, dated May 9, 2005, announcing appointment of
Michael T. Theilmann.
99.2 News Release, dated May 9, 2005, announcing the filing of
preliminary offering materials regarding Brazilian operations.