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 )
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 5.07                 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:

1.  
Election of Directors.
     Nominee
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
     William A. Ackman
 
189,017,315
 
  3,086,681
 
475,093
 
11,772,367
     Colleen C. Barrett
 
168,956,780
 
23,298,440
 
323,869
 
11,772,367
     Thomas J. Engibous
 
180,688,038
 
11,534,232
 
356,819
 
11,772,367
     Kent B. Foster
 
187,552,934
 
  4,686,751
 
339,404
 
11,772,367
     Geraldine B. Laybourne
 
168,933,027
 
23,267,822
 
378,240
 
11,772,367
     Burl Osborne
 
167,920,180
 
24,151,578
 
507,331
 
11,772,367
     Leonard H. Roberts
 
188,147,207
 
  4,092,644
 
339,238
 
11,772,367
     Steven Roth
 
184,859,512
 
  7,305,553
 
414,024
 
11,772,367
     Javier G. Teruel
 
188,202,008
 
  3,963,836
 
413,245
 
11,772,367
     R. Gerald Turner
 
168,077,977
 
24,149,525
 
351,587
 
11,772,367
     Myron E. Ullman, III
 
187,095,450
 
  5,232,402
 
251,237
 
11,772,367
     Mary Beth West
 
181,292,417
 
10,979,442
 
307,230
 
11,772,367

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.

 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
201,978,722
 
2,093,933
 
278,801
 
N/A
 
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.

 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
201,170,287
 
2,637,787
 
543,382
 
N/A
 
The amendments to the Company’s Restated Certificate of Incorporation and Bylaws were approved.

 
 
 
 
 

 
4. Advisory Vote on Compensation of Executive Officers.

 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
136,456,644
 
53,039,977
 
3,082,468
 
11,772,367

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.

 
1 Year
 
2 Years
 
3 Years
 
Abstain
 
176,619,525
 
573,641
 
14,709,372
 
676,551

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.

 
 
 
 
 


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 Dhillon  
      Janet Dhillon
Executive Vice President,
General Counsel and Secretary

 
 


Date:  May 26, 2011