J. C. PENNEY COMPANY, INC. (NYSE:JCP) Files An 8-K Submission of Matters to a Vote of Security Holders

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J. C. PENNEY COMPANY, INC. (NYSE:JCP) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07

Submission of Matters to a Vote of Security Holders.
J. C. Penney Company, Inc. (the Company) held its Annual Meeting
of Stockholders on May 19, 2017. At the Annual Meeting,
stockholders considered and voted upon six proposals: (1) to
elect eleven 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 Companys independent
auditor for the fiscal year ending February 3, 2018; (3) approval
of an amendment and extension of the Companys Amended and
Restated Rights Agreement in order to continue to protect the tax
benefits of the Companys net operating loss carryforwards; (4)
approval of the J. C. Penney Corporation, Inc. Amended and
Restated Management Incentive Compensation Program; (5) approval,
on an advisory basis, of the compensation of the Companys named
executive officers as described in the Companys Proxy Statement;
and (6) approval, on an advisory basis, of the frequency of
holding future advisory votes on executive compensation. The
final results of the voting on each proposal were as follows:
1.
Election of Directors.
Nominee
For
Against
Abstain
Broker
Non-Votes
Paul J. Brown
130,992,082
13,943,261
4,832,668
99,278,856
Marvin R. Ellison
141,977,612
3,424,789
4,365,610
99,278,856
Amanda Ginsberg
130,508,886
14,467,987
4,791,138
99,278,856
B. Craig Owens
141,441,444
3,452,544
4,874,023
99,278,856
Lisa A. Payne
141,473,241
3,496,107
4,798,663
99,278,856
Debora A. Plunkett
141,431,365
3,584,000
4,752,646
99,278,856
J. Paul Raines
131,350,458
13,589,267
4,828,286
99,278,856
Leonard H. Roberts
139,384,367
5,557,967
4,825,677
99,278,856
Javier G. Teruel
141,412,161
3,577,037
4,778,813
99,278,856
R. Gerald Turner
128,441,775
16,502,310
4,823,926
99,278,856
Ronald W. Tysoe
126,404,264
18,548,958
4,814,789
99,278,856
2. Ratification of Appointment of Independent Auditor.
For
Against
Abstain
Broker Non-Votes
243,577,601
3,701,835
1,767,431
N/A
3. Adoption of an Amendment and Extension of the Amended and
Restated Rights Agreement.
For
Against
Abstain
Broker Non-Votes
127,816,808
21,539,895
411,308
99,278,856
4. Adoption of the J. C. Penney Corporation, Inc. Amended and
Restated Management Incentive Compensation Program.
For
Against
Abstain
Broker Non-Votes
136,350,327
8,512,186
4,905,498
99,278,856
5. Advisory Vote on Compensation of Named Executive Officers.
For
Against
Abstain
Broker Non-Votes
136,395,102
8,118,715
5,254,194
99,278,856
6. Advisory Vote on the Frequency of the Advisory Vote on
Executive Compensation.
1 Year
2 Years
3 Years
Abstain
135,078,978
3,060,112
6,638,134
4,990,787
The Companys 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.


About J. C. PENNEY COMPANY, INC. (NYSE:JCP)

J. C. Penney Company, Inc. is a holding company. The Company’s business consists of selling merchandise and services to consumers through its department stores and its Website at jcpenney.com. Its department stores and Website generally serve the same type of customers, its Website offers virtually the same mix of merchandise as its store assortment and other categories, and its department stores generally accept returns from sales made in stores and through its Website. It fulfills online customer purchases by direct shipment to the customer from its distribution facilities and stores or from its suppliers’ warehouses and by in store customer pick up. The Company sells family apparel and footwear, accessories, fine and fashion jewelry, beauty products through Sephora inside JCPenney, home furnishings and appliances. In addition, its department stores provide its customers with services, such as styling salon, optical, portrait photography and custom decorating.

J. C. PENNEY COMPANY, INC. (NYSE:JCP) Recent Trading Information

J. C. PENNEY COMPANY, INC. (NYSE:JCP) closed its last trading session up +0.07 at 4.56 with 18,369,630 shares trading hands.

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