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): July 21, 2015
J. C. PENNEY COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 1-15274 | 26-0037077 |
(State or other jurisdiction of incorporation ) | (Commission File No.) | (IRS Employer Identification No.) |
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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))
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b), (c) and (e) In accordance with its previously announced CEO succession plan, effective August 1, 2015, the Board of Directors (the “Board”) of J. C. Penney Company, Inc. (the “Company”) has elected Marvin R. Ellison, 50, as Chief Executive Officer of the Company. Mr. Ellison will succeed Myron E. Ullman, III who will become Chairman of the Board of the Company at that time. In connection with these organizational changes, Thomas J. Engibous, currently Chairman of the Board of the Company, will become Lead Independent Director on August 1, 2015.
Mr. Ellison has served as President and CEO-Designee of the Company since November 2014. Prior to joining the Company, Mr. Ellison served in various positions of increasing importance with The Home Depot, Inc. (“Home Depot”) since 2002, including Executive Vice President - U.S. Stores from 2008 to 2014; President - Northern Division from 2006 to 2008; Senior Vice President - Logistics from 2005 to 2006; Vice President - Logistics from 2004 to 2005; and Vice President - Loss Prevention from 2002 to 2004. Prior to joining Home Depot, Mr. Ellison spent 15 years with Target Corporation, where he served in a variety of operational roles. Mr. Ellison currently serves as a director of the Company and of FedEx Corporation. He served as a director of H&R Block, Inc. from 2011 to 2014.
In connection with his election as Chief Executive Officer of the Company, effective August 1, 2015, Mr. Ellison will receive an annualized base salary of $1,400,000 and his annual target bonus opportunity will be 175% of base salary.
(d) Effective July 21, 2015, the Board has elected Amanda Ginsberg as a member of the Board. There are no arrangements or understandings between Ms. Ginsberg and any other person pursuant to which she was elected as a director. Ms. Ginsberg will serve on the Human Resources and Compensation Committee, the Corporate Governance Committee and the Committee of the Whole of the Board.
In connection with her election to the Board, and pursuant to the terms of the Company’s 2014 Long-Term Incentive Plan, Ms. Ginsberg will be granted an award of restricted stock units that represents a pro-rata amount of the current annual equity award to non-associate directors based on the effective date of Ms. Ginsberg’s election.
A copy of the press release announcing Ms. Ginsberg’s election to the Board is filed with this report as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01 | Financial Statements and Exhibits. |
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(d) | Exhibit 99.1 J. C. Penney Company, Inc. Press Release dated July 21, 2015 |
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.
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| J. C. PENNEY COMPANY, INC. |
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By: | /s/ Janet Link Janet Link Executive Vice President, General Counsel |
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Date: July 21, 2015
EXHIBIT INDEX
Exhibit Number Description
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99.1 | J. C. Penney Company, Inc. Press Release dated July 21, 2015 |
Exhibit 99.1
MANDY GINSBERG TO JOIN JCPENNEY BOARD OF DIRECTORS
PLANO, Texas - (July 21, 2015) - J. C. Penney Company, Inc. (NYSE:JCP) today announced that Mandy Ginsberg, an accomplished leader with extensive online consumer acumen, has been elected to its board of directors. Ginsberg is the chief executive officer of The Princeton Review, a leading test preparation company that helps millions of students get into their dream schools, and Tutor.com, the world’s largest internet-based tutoring company that provides live, on-demand learning solutions for students and professionals.
“JCPenney is a leader in omnichannel retail, and understands the importance of adapting the shopping experience to cater to today’s digitally savvy customer,” said Thomas Engibous, chairman of the JCPenney board of directors. “Mandy’s strong industry expertise and vast knowledge of online customer engagement make her an ideal addition to the JCPenney board.”
Ginsberg added, “I am honored and excited to join the JCPenney board of directors. The Company has a strong legacy of e-commerce, and continues to discover new and unique ways of connecting customers with its stores and online presence - particularly among millennials, whose purchasing power is largely influenced by their use of various devices across multiple shopping channels. I am delighted to be part of the Company’s ongoing evolution.”
Prior to leading The Princeton Review and Tutor.com, Ginsberg held the position of chief executive officer for Match.com, a global online dating service that services 24 countries and territories across five continents and hosts sites in 15 different languages. While at Match.com, she previously held the role of senior vice president and general manager. Prior to that, Ginsberg was vice president and general manager of Chemistry.com, a premium offering from Match.com. During her career, she has also held positions related to consumer technology and marketing, including serving on the board of directors of Care.com from 2012 to 2014.
Ginsberg has a B.A. degree in English literature and Spanish literature from the University of California at Berkeley, and an MBA from The Wharton School of Business at the University of Pennsylvania.
Media Relations:
(972) 431-3400 or jcpnews@jcp.com
Investor Relations:
(972) 431-5500 or jcpinvestorrelations@jcpenney.com
About JCPenney:
J. C. Penney Company, Inc. (NYSE: JCP), one of the nation’s largest apparel and home furnishing retailers, is dedicated to fitting the diversity of America with unparalleled style, quality and value. Across approximately 1,020 stores and at jcpenney.com, customers will discover a broad assortment of national, private and exclusive brands to fit all shapes, sizes, occasions and budgets. For more information, please visit jcpenney.com.
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