Shareholder Vote · Reg FD Disclosure

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 9, 2020   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))     Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $1.00 per share TJX New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 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 9, 2020. 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  983,428,552     9,946,552  1,159,924  64,180,317 Alan M. Bennett  934,764,011  58,606,916  1,164,101  64,180,317 Rosemary T. Berkery  975,706,455  17,709,284  1,119,289  64,180,317 David T. Ching  942,535,284  50,855,610  1,144,134  64,180,317 Ernie Herrman  975,459,418  17,946,348  1,129,262  64,180,317 Michael F. Hines  939,720,071  53,649,646  1,165,311  64,180,317 Amy B. Lane  946,794,240  46,541,860  1,198,928  64,180,317 Carol Meyrowitz  957,526,566  35,373,850  1,634,612  64,180,317 Jackwyn L. Nemerov  975,227,204  18,197,367  1,110,457  64,180,317 John F. O’Brien  950,476,107  42,909,765  1,149,156  64,180,317 Willow B. Shire  913,223,852  80,193,765  1,117,411  64,180,317 Proposal 2 : The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2021 was ratified. For Against Abstaining  996,593,846  61,207,718  913,781 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  920,243,189  72,800,154  1,491,685  64,180,317 Proposal 4 : A shareholder proposal for a report on reduction in chemical footprint was not approved. For Against Abstaining Broker Non-Votes  436,793,628  543,908,847  13,832,553  64,180,317 Proposal 5 : A shareholder proposal for a report on animal welfare was not approved. For Against Abstaining Broker Non-Votes  74,306,992  904,523,829  15,704,207  64,180,317 Proposal 6 : A shareholder proposal for setting target amounts for CEO compensation was not approved. For Against Abstaining Broker Non-Votes  92,178,107  892,839,642  9,517,279  64,180,317 Proposal 7 : A shareholder proposal for disclosure regarding executive share retention was not approved. For Against Abstaining Broker Non-Votes  288,110,923  704,364,371  2,059,734  64,180,317 Item 7.01  Regulation FD Disclosure As previously disclosed, during the first quarter of fiscal 2021 the Executive Compensation Committee (“ECC”) of the Board of Directors of The TJX Companies, Inc. (the “Company”) determined that it was appropriate to postpone certain annual compensation decisions in light of the COVID-19 pandemic. On June 9, 2020, the ECC undertook certain compensation actions that had been postponed and approved incentive compensation opportunities for executive officers of the Company, including annual incentive opportunities for fiscal 2021 with performance criteria based on the Company's key business priorities during the COVID-19 pandemic and subject to a reduced maximum payout limit, long-term cash incentive opportunities under the Company’s Long Range Performance Incentive Plan that will be based on the achievement of performance goals to be established for the fiscal 2022-2023 period, and long-term equity incentives in the form of service-based restricted stock units under the Company’s Stock Incentive Plan. The mix of new long-term incentives for fiscal 2021 does not include performance share units. For executive officers of the Company, the total target value of fiscal 2021 annual and long-term incentive opportunities has not increased as compared to fiscal 2020. In addition, base salaries have been reduced on a temporary basis as previously disclosed. The ECC has taken into account the uncertainty caused by the COVID-19 pandemic in determining the design and mix of annual and long-term compensation opportunities for fiscal 2021, and intends to return to a compensation program structure with greater emphasis on long-term performance incentives, including performance share units, when the environment normalizes . 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.         THE TJX COMPANIES, INC.          /s/ Alicia C. Kelly          Alicia C. Kelly         Executive Vice President, Secretary and         General Counsel Dated: June 11, 2020