UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 11, 2013

THE TJX COMPANIES, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE		1-4908		04-2207613
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

770 Cochituate Road, Framingham, MA 01701

(Address of principal executive offices) (Zip Code)

(508) 390-1000

Registrant’s telephone number, including area code

N/A

(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.

At the annual meeting of stockholders of The TJX Companies, Inc. (the “Company”) held on June 11, 2013, stockholders approved amendments to the Company’s Stock Incentive Plan (the “Plan”) and material terms of performance goals under the Plan. The Plan permits the granting of a variety of stock and stock-based awards to officers and other key associates and to non-employee directors of the Company. The amendments to the Plan included an increase to the shares available for issuance under the Plan by 26,000,000 shares; an expansion of the available performance goals for performance awards under the Plan; an increase to the maximum value of the two annual deferred stock awards for non-employee directors to $125,000 for each award; and an extension of the term during which awards can be granted under the Plan to June 11, 2023. The foregoing description of the amendments to the Plan is qualified in its entirety by reference to the Plan, which is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed May 31, 2013.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders of the Company was held on June 11, 2013, at which the stockholders voted as follows:

Proposal 1: Each nominee for director was elected, each to serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualified:

 

Nominee		For		Against		Abstaining		Broker Non-Votes
Zein Abdalla		599,026,318		511,649		981,649		40,484,501
José B. Alvarez		598,115,218		1,426,411		978,051		40,484,501
Alan M. Bennett		598,188,089		1,355,149		976,442		40,484,501
Bernard Cammarata		593,722,307		5,810,824		986,485		40,484,501
David T. Ching		599,122,685		424,912		972,083		40,484,501
Michael F. Hines		599,139,575		409,107		970,998		40,484,501
Amy B. Lane		599,065,483		483,127		971,070		40,484,501
Dawn Lepore		598,623,111		930,987		965,582		40,484,501
Carol Meyrowitz		595,564,359		3,989,414		965,907		40,484,501
John F. O’Brien		587,253,306		12,279,759		986,615		40,484,501
Willow B. Shire		588,935,231		10,606,863		977,586		40,484,501

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year was ratified:

 

For			632,105,958
Against			8,074,035
Abstaining			824,188

Proposal 3: Amendments to the Plan and material terms of performance goals under the Plan were approved:

 

For			563,135,351
Against			36,112,052
Abstaining			1,271,109
Broker Non-Votes			40,485,669

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Proposal 4: On an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion (the “say on pay vote”) was approved:

 

For			587,888,395
Against			11,006,094
Abstaining			1,623,831
Broker Non-Votes			40,485,669

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

No.		Description
10.1		Stock Incentive Plan (2013 Restatement), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 31, 2013.

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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.

 

Dated: June 12, 2013

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EXHIBIT INDEX

 

No.		Description
10.1		Stock Incentive Plan (2013 Restatement), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 31, 2013.