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2012 Proxy Statement
 

Clickable Index

2012 Proxy Statement
 Letter to Stockholders
 Notice of 2012 Annual Meeting of Stockholders
 Table of Contents
 About the Annual Meeting


Governance, Committees & Ownership
 Corporate Governance
 - Governing Documents
 - Corporate Governance Guidelines
 - Board Leadership Structure
 - Board of Directors' Role in Risk Oversight
 - Policies and Procedures with Respect to Related Person Transactions
 - Board Independence
 - Meeting Attendance
 - Executive Sessions
 - Communications with the Board of Directors
 - Communications with the Audit Committee
 - Board Diversity, Director Qualifications and Process for Nominations
 Board Committees
 - Audit Committee
 - Corporate Governance Committee
 - Finance and Planning Committee
 - Human Resources and Compensation Committee
 - Committee of the Whole
 Compensation Committee Interlocks and Insider Participation
 Section 16(a) Beneficial Ownership Reporting Compliance
 Beneficial Ownership of Common Stock
 Equity Compensation Plan(s) Information


Election of Directors
 Proposal 1 - Election of Directors
 - Nominees for Director


Compensation Discussion & Analysis
 Compensation Discussion and Analysis
 Report of the Human Resources and Compensation Committee
 Summary Compensation Table
 Grants of Plan-Based Awards for Fiscal 2011
 Outstanding Equity Awards at Fiscal Year-End 2011
 Option Exercises and Stock Vested for Fiscal 2011
 Pension Benefits
 Nonqualified Deferred Compensation for Fiscal 2011
 Potential Payments and Benefits on Termination of Employment
 - Termination without a Change in Control
 - Change in Control; Termination following a Change in Control
 Director Compensation for Fiscal 2011


Audit Function
 Report of the Audit Committee
 Audit and Other Fees
 Audit Committee's Pre-Approval Policies and Procedures


Other Proposals & Matters
 Proposal 2 - Ratification of Appointment of Independent Auditor
 Proposal 3 - Approval of 2012 Long-Term Incentive Plan
 Proposal 4 - Approval of the J. C. Penney Corporation, Inc. Management Incentive Compensation Program
 Proposal 5 - Advisory Vote on Executive Compensation
 Other Business Matters
 - Stockholder Proxy Proposal Deadline
 - Stockholder Business - Annual Meeting
 - Timing
 Annex A
 Annex B




 
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