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Monday, 03/23/2020 7:18:07 AM

Monday, March 23, 2020 7:18:07 AM

Post# of 43522
Beneficial Ownership of Common Stock

The following table shows, as of March 16, 2020, the beneficial ownership of shares of JCPenney common stock by (a) each stockholder known to the Company to beneficially own more than 5% of JCPenney common stock, (b) each present director, all of whom are nominees for re-election at the Annual Meeting, (c) the five most highly compensated executive officers serving during the last fiscal year and two former executive officers who are also deemed to be named executive officers, and (d) all present directors and executive officers of the Company as a group. Beneficial ownership means that the individual has or shares voting power or investment power with respect to the shares of common stock or the individual has the right to acquire the shares of common stock within 60 days of March 16, 2020.



Name Number of shares
beneficially
owned Number of shares included in
previous column which the
individual or group has/have the
right to acquire within 60 days of
March 16, 2020 Percent of
outstanding
common stock(1)
BlackRock, Inc. 43,655,123 (2) 13.84 %
State Street Corporation 25,145,691 (3) 7.83 %
The Vanguard Group 18,089,706 (4) 5.64 %
Directors(5)
Paul J. Brown 300,561 275,561 *
Amanda Ginsberg 299,004 204,763 *
W. Paul Jones 120,412 120,412 *
Wonya Y. Lucas 265,707 265,707 *
B. Craig Owens 313,783 281,525 *
Lisa A. Payne 517,890 255,632 *
Debora A. Plunkett 271,041 271,041 *
Leonard H. Roberts 383,020 364,982 *
Jill A. Soltau 1,999,371 — *
Javier G. Teruel 2,326,201 350,720 *
Ronald W. Tysoe 1,352,128 232,887 *
Named Executive Officers(5)(6)
Bill Wafford 403,226 403,226 *
Brynn Evanson 533,833 322,696 *
Therace Risch 335,752 103,259 *
Michelle Wlazlo 233,333 133,333 *
Michael Fung — — *
Michael Robbins(7) 125,531 80,506 *
All present directors and executive officers as a group (18 persons)(8) 9,727,952 3,626,348 3.00 %



Letter from Human Resources and Compensation Committee Chair


Dear Fellow Stockholders,

On behalf of the Human Resources and Compensation Committee, thank you for your continued support. The Committee is comprised solely of independent directors, and we take seriously our responsibilities to our stockholders.

JCPenney is transforming, rebuilding the business with efforts centered around more deeply understanding the customer. Together with the senior leadership team, Jill Soltau, our Chief Executive Officer, developed and shared the Company’s strategy for restoring profitable and sustainable growth to the business, referred to as the JCPenney Plan for Renewal. In fiscal 2019, the Committee reviewed the Company’s executive compensation programs to ensure they were aligned with the achievement of performance goals to drive the renewal efforts and long-term stockholder value. Our review of these programs also considered compensation practices prevalent in the market and exhibited by our peers, and the current level of volatility and uncertainty in the retail sector. The following pages detail the Committee’s focus on designing executive compensation programs to unite leaders as a cohesive team responsible for driving results.

In fiscal 2019, the Company strengthened its executive team under Ms. Soltau’s leadership. Michelle Wlazlo joined the Company as our Chief Merchant in March 2019, Bill Wafford joined as our Chief Financial Officer in April 2019, and Jim DePaul joined as our Executive Vice President, Stores in August 2019. These newly hired executives, together with Ms. Soltau, Therace Risch, our Chief Information Officer, and Brynn Evanson, our Chief Human Resources Officer, possess over 130 years of collective retail experience, carry a strong track-record of driving customer-centered growth, and have a deep understanding of merchandising operations. With this executive team, we are confident that we have the right leaders with the right experience in place to drive results for the Company and our stockholders.

In addition, the Company engaged in outreach efforts during fiscal 2019 to ensure that we maintain continuous contact with our stockholders, have an informed understanding of their concerns, and respond appropriately to our learnings from these engagements. Our outreach included the Company’s top institutional investors, representing approximately 60% of our outstanding common stock. We plan to continue ongoing dialogue with our stockholders on our executive compensation programs.

As efforts under the Plan for Renewal continue, we are committed to ensuring we have the appropriate executive compensation programs in place to motivate and retain executives to drive sustainable and profitable growth and long-term stockholder value by reestablishing the fundamentals of the business and developing an emotional connection with customers.


Amanda Ginsberg
Chair, Human Resources and Compensation Committee


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