jcpenney8kmay2011.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 20, 2011
J. C. PENNEY COMPANY, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction
of incorporation )
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1-15274
(Commission File No.)
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26-0037077
(IRS Employer
Identification No.)
|
|
6501 Legacy Drive
Plano, Texas
(Address of principal executive offices)
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75024-3698
(Zip code)
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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 20, 2011. 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 January 28, 2012; (3) to approve amendments to the Company’s Restated Certificate of Incorporation, as amended, and Bylaws, as amended, to eliminate supermajority voting; (4) to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Company’s Proxy Statement; and (5) to approve, on an advisory basis, the frequency of holding future advisory votes on executive compensation. The final results of the voting on each proposal were as follows:
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1.
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Election of Directors.
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Nominee
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For
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Against
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Abstain
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Broker
Non-Votes
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William A. Ackman
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189,017,315
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3,086,681
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475,093
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11,772,367
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Colleen C. Barrett
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168,956,780
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23,298,440
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323,869
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11,772,367
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Thomas J. Engibous
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180,688,038
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11,534,232
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356,819
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11,772,367
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Kent B. Foster
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187,552,934
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4,686,751
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339,404
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11,772,367
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Geraldine B. Laybourne
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168,933,027
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23,267,822
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378,240
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11,772,367
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Burl Osborne
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167,920,180
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24,151,578
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507,331
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11,772,367
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Leonard H. Roberts
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188,147,207
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4,092,644
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339,238
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11,772,367
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Steven Roth
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184,859,512
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7,305,553
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414,024
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11,772,367
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Javier G. Teruel
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188,202,008
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3,963,836
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413,245
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11,772,367
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R. Gerald Turner
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168,077,977
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24,149,525
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351,587
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11,772,367
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Myron E. Ullman, III
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187,095,450
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5,232,402
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251,237
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11,772,367
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Mary Beth West
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181,292,417
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10,979,442
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307,230
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11,772,367
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All of the nominees for director were elected to serve for a term expiring at the 2012 Annual Meeting of Stockholders or until their successors are elected and qualified.
2. Ratification of Appointment of Independent Auditor.
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For
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Against
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Abstain
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Broker Non-Votes
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201,978,722
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2,093,933
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278,801
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N/A
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The appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ending January 28, 2012 was ratified.
3. Approve Amendments to the Company’s Restated Certificate of Incorporation, as Amended, and Bylaws, as Amended, to Eliminate Supermajority Voting.
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For
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Against
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Abstain
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Broker Non-Votes
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201,170,287
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2,637,787
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543,382
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N/A
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The amendments to the Company’s Restated Certificate of Incorporation and Bylaws were approved.
4. Advisory Vote on Compensation of Executive Officers.
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For
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Against
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Abstain
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Broker Non-Votes
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136,456,644
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53,039,977
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3,082,468
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11,772,367
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The stockholders approved, on an advisory basis, the compensation of the named executive officers.
5. Advisory Vote on the Frequency of Advisory Vote on Executive Compensation.
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1 Year
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2 Years
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3 Years
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Abstain
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176,619,525
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573,641
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14,709,372
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676,551
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The stockholders voted, on an advisory basis, to hold future advisory votes on executive compensation annually. Based on this result and consistent with the Board of Directors’ previous recommendation, the Company will hold its advisory vote on the compensation of its named executive officers annually until the next required vote on the frequency of stockholder votes on executive compensation unless changed by further action of the Board of Directors.
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 26, 2011