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): February 28, 2005 J. C. PENNEY COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 1-15274 26-0037077 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation ) 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 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 13d-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement Pursuant to the Management Incentive Compensation Program, as amended (the "Program") of J. C. Penney Corporation, Inc., the wholly-owned retail operating subsidiary of J. C. Penney Company, Inc., an annual incentive cash award is made upon the achievement of pre-set performance goals. Based upon the performance goals and actual performance for fiscal 2004, an incentive cash payment to each of the named executive officers (including certain employees who have retired or resigned) at 160% of the incentive targets has been made resulting in awards of the following amounts: 2004 Named Executive Officer Incentive Compensation ----------------------------------- ----------------------------- Robert B. Cavanaugh $489,648.63 Executive Vice President, Chief Financial Officer Gary L. Davis $443,933.12 Executive Vice President, Chief Human Resources and Administration Officer Ken C. Hicks $537,508.17 President and Chief Merchandising Officer Stephen F. Raish $322,098.36 Executive Vice President, Chief Information Officer Myron E. Ullman, III $406,557.60 Chairman and Chief Executive Officer Vanessa J. Castagna $1,044,880.00 Former Executive Vice President, Chairman and CEO JCPenney Stores, Catalog and Internet Charles R. Lotter $441,552.19 Former Executive Vice President, Secretary and General Counsel Allen I. Questrom $2,160,000.00 Former Chairman and Chief Executive Officer 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/ Joanne L. Bober ---------------------------- Joanne L. Bober Senior Vice President, General Counsel and Secretary Date: March 4, 2005