jcpenney8k031109.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): March 11, 2009
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))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) 2009 Annual CEO Performance Unit
Grant. On March 11, 2009,
the Committee of the Whole of the Board of Directors (“Board”) of J. C. Penney
Company, Inc. (“Company”), consisting solely of the independent directors of the
Board, approved a 2009 annual CEO performance unit grant for Myron E. Ullman,
III, Chairman and Chief Executive Officer of the Company.
The
number of performance units awarded under the grant is 149,161. The performance
period for the award is three years beginning on March 16, 2009 and ending on
March 15, 2012. The performance measurement for the award is the
Company’s annualized total stockholder return over the performance period, with
total stockholder return defined as the Company’s cumulative annual stockholder
returns for the performance period, assuming reinvestment of dividends on the
date paid (assumed to be the ex-dividend date). The cumulative annual
stockholder returns will be calculated based on the closing price of the
Company’s common stock on the last trading day immediately preceding the date of
grant and the 60-day trailing average stock price of the Company’s common stock
prior to the last day of the performance period.
The
minimum performance level required to achieve 100% payout of the award is 11.3%
annualized total stockholder return. If the annualized total stockholder return
is less than 11.3%, no portion of the performance unit award will be earned. The
maximum payout is 100% of the performance units awarded.
In
the event that Mr. Ullman’s employment with the Company terminates during the
performance period due to retirement, death or disability, he will receive a
pro-rated portion of the payout determined at the end of the performance period,
if any. The proration will be based on the ratio of (a) the
number of calendar days from the date of grant to the effective date of
termination to (b) the total number of calendar days in the vesting
period.
The
form of Notice of 2009 Annual CEO Performance Unit Grant is filed herewith as
Exhibit 10.1 and is incorporated herein by reference.
.
Item
9.01 Financial
Statements and Exhibits.
|
(d)
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Exhibit
10.1
|
Form
of Notice of 2009 Annual CEO Performance Unit Grant under the
J.
C. Penney Company, Inc. 2005 Equity Compensation
Plan
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SIGNATURE
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.
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By:
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/s/ Janet L. Dhillon
Janet
L. Dhillon
Executive
Vice President,
|
|
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General
Counsel and Secretary
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Date: March
17, 2009
EXHIBIT
INDEX
Exhibit
Number Description
|
|
10.1
|
Form
of Notice of 2009 Annual CEO Performance Unit Grant under the
J.
C. Penney Company, Inc. 2005 Equity Compensation
Plan
|