Form 8-K












Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2018




(Exact name of registrant as specified in its charter)




DELAWARE   1-4908   04-2207613

(State or other jurisdiction

of incorporation)



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


(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.45 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.07 Submission of Matters to a Vote of Security Holders

The annual meeting of shareholders of The TJX Companies, Inc. (the “Company”) was held on June 5, 2018. The final voting results of the annual meeting are as follows:

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


Nominee    For    Against    Abstaining    Broker Non-Votes

Zein Abdalla

   520,981,470    584,458    489,074    36,529,516

Alan M. Bennett

   503,147,588    18,419,789    487,625    36,529,516

David T. Ching

   511,413,349    10,150,794    490,859    36,529,516

Ernie Herrman

   515,798,822    5,794,230    461,950    36,529,516

Michael F. Hines

   506,652,320    14,701,585    701,097    36,529,516

Amy B. Lane

   498,374,747    23,213,332    466,923    36,529,516

Carol Meyrowitz

   503,920,542    14,663,455    3,471,005    36,529,516

Jackwyn L. Nemerov

   513,233,692    8,347,689    473,621    36,529,516

John F. O’Brien

   493,087,179    28,477,165    490,658    36,529,516

Willow B. Shire

   490,399,222    31,184,581    471,199    36,529,516

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2019 was ratified.


For    Against    Abstaining


   16,820,886    341,684

Proposal 3: 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    Against    Abstaining    Broker Non-Votes


   53,594,540    781,971    36,529,516

Proposal 4: A shareholder proposal for a report on compensation disparities based on race, gender, or ethnicity was not approved.


For    Against    Abstaining    Broker Non-Votes


   365,166,402    27,370,006    36,529,516

Proposal 5: A shareholder proposal for amending the Company’s clawback policy was not approved.


For    Against    Abstaining    Broker Non-Votes


   270,140,940    929,350    36,529,557

Proposal 6: A shareholder proposal for a supply chain policy on prison labor was not approved.


For    Against    Abstaining    Broker Non-Votes


   474,112,548    8,065,070    36,529,516


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.



/s/ Alicia C. Kelly

Alicia C. Kelly
Executive Vice President, Secretary and
General Counsel

Dated: June 6, 2018