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): March 12, 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)          Effective May 15, 2015, Kent B. Foster will retire from the J. C. Penney Company, Inc. Board of Directors. Accordingly, Mr. Foster will not stand for re-election at the Company’s 2015 Annual Meeting of Stockholders. Mr. Foster’s decision was not the result of any disagreement with the Company or the Board of Directors.
 





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/ Edward Record
Edward Record
Executive Vice President and Chief Financial Officer
 
 

Date:  March 18, 2015