J. C. Penney 8-K May 2015


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 15, 2015
 

J. C. PENNEY COMPANY, INC.
(Exact name of registrant as specified in its charter)
 

Delaware
1-15274
26-0037077
(State or other jurisdiction
of incorporation )
(Commission File No.)
(IRS Employer
 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

 Not Applicable
 (Former name or former address, if changed since last report.)

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.
 
(b) and (c) Effective June 8, 2015, the Board of Directors of J. C. Penney Company, Inc. (the “Company”) has elected Andrew S. Drexler as Senior Vice President, Chief Accounting Officer and Controller of the Company. In connection with his appointment, Mr. Drexler will become the Company’s principal accounting officer. Mr. Drexler succeeds Dennis P. Miller who will remain principal accounting officer until that time.
 
Mr. Drexler, 44, is joining the Company from Giant Eagle, Inc. (“Giant Eagle”), a grocery retailer, where he served as Senior Vice President and Chief Financial Officer since 2014. Prior to joining Giant Eagle, Mr. Drexler served as Senior Vice President Finance and Corporate Controller of GNC Holdings, Inc. (“GNC”) from 2011 to 2014. Prior to joining GNC, Mr. Drexler held various positions with Wal-Mart Stores, Inc. ("Walmart") from 2001 to 2011, including Vice President of Finance, Information Systems Division from 2010 to 2011 and Vice President of Finance, Membership, Marketing, Operations and Ecommerce, Sam’s Club Division from 2008 to 2010. Prior to joining Walmart, Mr. Drexler was with PricewaterhouseCoopers, LLP from 1993 to 2001. Mr. Drexler is a certified public accountant.

In connection with his employment, Mr. Drexler and the Company entered into a letter agreement dated May 15, 2015, describing certain terms of his employment. A copy of the letter agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference. As an executive officer of the Company, Mr. Drexler will be eligible to enter into a Termination Pay Agreement, the form of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.  

Mr. Drexler and the Company have not entered into an employment agreement. There are no arrangements or understandings between Mr. Drexler and any other person pursuant to which he was elected as an executive officer of the Company.
 
Item 5.07
Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on May 15, 2015. At the Annual Meeting, stockholders considered and voted upon three proposals: (1) to elect ten 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 30, 2016; 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
     Colleen Barrett
 
134,518,112
 
11,130,298
 
623,401
 
97,360,749
     Marvin Ellison
 
144,212,845
 
1,393,857
 
665,109
 
97,360,749
     Thomas Engibous
 
140,994,340
 
4,481,899
 
795,572
 
97,360,749
     Craig Owens
 
142,740,890
 
2,777,167
 
753,754
 
97,360,749
     Leonard Roberts
 
140,510,891
 
4,975,234
 
785,686
 
97,360,749
     Steve Sadove
 
143,326,944
 
2,194,918
 
749,949
 
97,360,749
     Javier Teruel
 
141,684,314
 
3,751,765
 
835,732
 
97,360,749
     Gerald Turner
 
140,358,700
 
5,258,393
 
654,718
 
97,360,749
     Ronald Tysoe
 
139,795,577
 
5,750,576
 
725,658
 
97,360,749
     Myron E. Ullman, III
 
143,365,475
 
2,247,660
 
658,676
 
97,360,749

2. Ratification of Appointment of Independent Auditor.

 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
238,672,811
 
3,674,926
 
1,284,823
 
N/A

3. Advisory Vote on Compensation of Named Executive Officers.

 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
134,145,288
 
10,877,200
 
1,249,323
 
97,360,749

Item 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibit 10.1     Letter Agreement dated May 15, 2015 between J. C. Penney Company, Inc. and Andrew S. Drexler
 
 
 
Exhibit 10.2     Form of Termination Pay Agreement

        

        




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 Link
Janet Link
Executive Vice President,
General Counsel
 
 

Date:  May 21, 2015

















EXHIBIT INDEX

Exhibit Number    Description

10.1
Letter Agreement dated May 15, 2015 between J. C. Penney Company, Inc. and Andrew S. Drexler

10.2
Form of Termination Pay Agreement