8-K

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): February 26, 2008

J. C. PENNEY COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation )   1-15274 (Commission File No.)   26-0037077 (IRS Employer Identification No.)

6501 Legacy Drive Plano, Texas   (Address of principal executive offices)   75024-3698   (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 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.

(d)  Election of New Director. On February 26, 2008, the Board of Directors of J. C. Penney Company, Inc. (“Company”) elected Javier G. Teruel as a member of the Board of Directors. There are no arrangements or understandings between Mr. Teruel and any other person pursuant to which he was elected as a director. It is expected that Mr. Teruel will be appointed to the Audit and Finance Committees of the Board.

In connection with his election to the Board, and pursuant to the terms of the Company’s 2005 Equity Compensation Plan, Mr. Teruel was granted an award of restricted stock units having a market value of $31,476 on February 29, 2008. This award represents a pro-rata amount of the current annual equity award to non-associate directors based on the date of Mr. Teruel’s election.

A copy of the press release announcing Mr. Teruel’s election to the Board is furnished herewith as Exhibit 99.1.

(e)  2007 Incentive Compensation Award, 2008 Base Salary, 2008 Target Incentive Opportunity, and 2008 Equity Award for CEO, and 2008 Incentive Compensation Program Changes. Pursuant to the J. C. Penney Corporation, Inc. Management Incentive Compensation Program (“Incentive Program”), annual cash incentive compensation is awarded to eligible associates based upon the achievement of pre-set performance goals. For the Company’s executive officers in 2007, incentive compensation payouts were measured (i) 50% based upon total Company sales and operating profit from continuing operations, and (ii) 50% based upon the executive officer’s individual performance. To receive any award under the Incentive Program, however, the Company had to achieve a minimum level of operating profit performance. Based on the Company’s fiscal 2007 operating profit result, the Incentive Program payment amount for fiscal 2007 was zero.

On February 27, 2008, the independent members of the Board considered their overall assessment and comparable data from a select group of peer companies and determined that for 2008, the base salary for Myron E. Ullman, III, Chairman and Chief Executive Officer (“CEO”) of the Company should remain unchanged at $1,500,000 and that his 2008 target incentive opportunity percentage under the Incentive Program should remain unchanged at 125% of Mr. Ullman’s base salary. The independent directors of the Board further determined that Mr. Ullman’s 2008 equity award value should be set at $8,000,000, unchanged from 2007. For 2008, the independent directors determined that Mr. Ullman’s equity value should be delivered half in the form of stock options, one-quarter as performance-based restricted stock units, and one-quarter as time-based restricted stock units under the Company’s 2005 Equity Compensation Plan. Mr. Ullman’s equity award will be effective at the time of the Company’s annual grant of equity awards, which will occur in March 2008.

For 2008, the independent members of the Board have modified the structure of the Incentive Program to provide that each component of the award (sales, operating profit, and individual performance) will have a separate payout. The sales and operating profit payouts will be determined in accordance with the respective matrices for such components. The individual component will be funded at the discretion of the CEO for participants who are not executive officers. The Human Resources and Compensation Committee of the Board has discretion over the funding of the individual component for executive officers and the independent members of the Board have discretion over the funding of the individual component for the CEO.

These determinations will be discussed in the Compensation Discussion and Analysis section of the Company’s 2008 proxy statement, which will be filed with the Securities and Exchange Commission and posted on the Company’s website.

Item 9.01     Financial Statements and Exhibits.

(d)  Exhibit 99.1     J. C. Penney Company, Inc. News Release issued February 27, 2008

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/ Joanne L. Bober                   

Joanne L. Bober

Executive Vice President,

General Counsel and Secretary

Date: March 3, 2008

EXHIBIT INDEX

Exhibit Number        Description

99.1              J. C. Penney Company, Inc. News Release issued February 27, 2008

EX-99.1

Exhibit 99.1

JAVIER TERUEL JOINS JCPENNEY BOARD OF DIRECTORS

Former Colgate-Palmolive Executive Brings

Extensive Marketing and Operations Experience to JCPenney

PLANO, Texas (Feb. 27, 2008) - J. C. Penney Company, Inc. (NYSE: JCP) today announced that Javier G. Teruel, a highly respected global consumer goods industry executive, has joined the Company’s Board of Directors. Until his retirement last year, Mr. Teruel had been with Colgate-Palmolive for 35 years, serving most recently as Vice Chairman.

Myron E. (Mike) Ullman, III, chairman and chief executive officer of JCPenney said, “Javier Teruel is one of the most accomplished consumer product executives in the world, with deep experience in operations and developing leading brands. We are fortunate to have him join our Board, and look forward to benefiting from his advice as we execute on our Long-Range Plan to position JCPenney as the growth leader in the retail industry.”

Mr. Teruel, 57, joined Colgate-Palmolive Mexico in 1971 and held a succession of positions with increasing responsibility in the areas of consumer product and brand marketing, operations, and growth functions in various parts of the world. He was appointed Vice Chairman of Colgate-Palmolive in 2004. Mr. Teruel currently serves as a partner of Spectron Desarrollo, SC, an investment management and consulting firm. He also serves on the boards of directors of Starbucks, The Pepsi Bottling Group, Inc. and Corporacion Geo S.A.B. de C.V., a fully integrated developer of housing projects primarily in Mexico. Mr. Teruel received his B.S. degree in Business Management from the Universidad Iberoamericana in Mexico City, and attended the International Senior Management program at Harvard Business School.

In addition to Mr. Teruel, JCPenney’s Board of Directors includes Mr. Ullman; Colleen C. Barrett, President of Southwest Airlines Co.; M. Anthony Burns, Chairman Emeritus of Ryder System, Inc.; Maxine K. Clark, Founder, Chairman and CEO, Build-A-Bear Workshop, Inc.; Thomas J. Engibous, Chairman of Texas Instruments Incorporated; Kent B. Foster, Retired Chairman of Ingram Micro Inc.; Burl Osborne, Retired Chairman of The Associated Press; Leonard H. Roberts, Retired Chairman and CEO, RadioShack Corporation; R. Gerald Turner, President of Southern Methodist University; and Mary Beth West, Executive Vice President and Chief Marketing Officer, Kraft Foods Inc.

For further information, contact:

Media Relations

Quinton Crenshaw; (972) 431-3400; jcpcorpcomm@jcpenney.com  

Investor Relations

Bob Johnson; (972) 431-2217; rvjohnso@jcpenney.com

Phil Sanchez; (972) 431-5575; psanc3@jcpenney.com

About JCPenney

JCPenney is one of America's leading retailers, operating 1,067 department stores throughout the United States and Puerto Rico, as well as one of the largest apparel and home furnishing sites on the Internet, jcp.com, and the nation's largest general merchandise catalog business. Through these integrated channels, JCPenney offers a wide array of national, private and exclusive brands which reflect the Company's commitment to providing customers with style and quality at a smart price. Traded as "JCP" on the New York Stock Exchange, the Company posted revenue of $19.9 billion in 2007 and is executing its strategic plan to be the growth leader in the retail industry. Key to this strategy is JCPenney's "Every Day Matters" brand positioning, intended to generate deeper, more emotionally driven relationships with customers by fully engaging the Company's 155,000 Associates to offer encouragement, provide ideas and inspire customers every time they shop with JCPenney.

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