Form 8-K

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))


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   


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.


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/ Ann McCauley

Ann McCauley

Executive Vice President, Secretary and

General Counsel

Dated: June 12, 2013


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.