JCPenney 8K
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): February 26, 2008
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
5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d) Election
of New Director. On February 26, 2008, the Board of Directors of J. C.
Penney Company, Inc. (“Company”) elected Javier G. Teruel as a member of the
Board of Directors. There are no arrangements or understandings between Mr.
Teruel and any other person pursuant to which he was elected as a director.
It
is expected that Mr. Teruel will be appointed to the Audit and Finance
Committees of the Board.
In
connection with his election to the Board, and pursuant to the terms of the
Company’s 2005 Equity Compensation Plan, Mr. Teruel was granted an award of
restricted stock units having a market value of $31,476 on February 29, 2008.
This award represents a pro-rata amount of the current annual equity award
to
non-associate directors based on the date of Mr. Teruel’s election.
A
copy of the press release announcing
Mr. Teruel’s election to the Board is furnished herewith as Exhibit 99.1.
(e)
2007 Incentive Compensation Award, 2008 Base Salary, 2008 Target Incentive
Opportunity, and 2008 Equity Award for CEO, and 2008 Incentive Compensation
Program Changes. Pursuant to the J. C. Penney Corporation, Inc.
Management Incentive Compensation Program (“Incentive Program”), annual cash
incentive compensation is awarded to eligible associates based upon the
achievement of pre-set performance goals. For the Company’s executive officers
in 2007, incentive compensation payouts were measured (i) 50% based upon total
Company sales and operating profit from continuing operations, and (ii) 50%
based upon the executive officer’s individual performance. To receive any award
under the Incentive Program, however, the Company had to achieve a minimum
level
of operating profit performance. Based on the Company’s fiscal 2007 operating
profit result, the Incentive Program payment amount for fiscal 2007 was zero.
On
February 27, 2008, the independent members of the Board considered their overall
assessment and comparable data from a select group of peer companies and
determined that for 2008, the base salary for Myron E. Ullman, III, Chairman
and
Chief Executive Officer (“CEO”) of the Company should remain unchanged at
$1,500,000 and that his 2008 target incentive opportunity percentage under
the
Incentive Program should remain unchanged at 125% of Mr. Ullman’s base salary.
The independent directors of the Board further determined that Mr. Ullman’s 2008
equity award value should be set at $8,000,000, unchanged from 2007. For 2008,
the independent directors determined that Mr. Ullman’s equity value should be
delivered half in the form of stock options, one-quarter as performance-based
restricted stock units, and one-quarter as time-based restricted stock units
under the Company’s 2005 Equity Compensation Plan. Mr. Ullman’s equity award
will be effective at the time of the Company’s annual grant of equity awards,
which will occur in March 2008.
For
2008,
the independent members of the Board have modified the structure of the
Incentive Program to provide that each component of the award (sales, operating
profit, and individual performance) will have a separate payout. The sales
and
operating profit payouts will be determined in accordance with the respective
matrices for such components. The individual component will be funded at the
discretion of the CEO for participants who are not executive officers. The
Human
Resources and Compensation Committee of the Board has discretion over the
funding of the individual component for executive officers and the independent
members of the Board have discretion over the funding of the individual
component for the CEO.
These
determinations will be discussed in the Compensation Discussion and Analysis
section of the Company’s 2008 proxy statement, which will be filed with the
Securities and Exchange Commission and posted on the Company’s website.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibit
99.1 J. C. Penney Company, Inc. News Release issued
February 27, 2008
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.
By:
/s/ Joanne
L. Bober
Joanne
L.
Bober
|
|
|
Executive
Vice President,
|
|
|
|
General
Counsel and Secretary
|
Date:
March 3, 2008
EXHIBIT
INDEX
Exhibit
Number
Description
99.1
J. C. Penney Company, Inc. News Release issued February 27,
2008