Current Report Filing (8-k)
2014年2月1日 - 6:52AM
Edgar (US Regulatory)
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): January 31, 2014
THE TJX COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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1-4908 |
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04-2207613 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
770 Cochituate Road, Framingham, MA 01701
(Address of principal executive offices) (Zip Code)
(508) 390-1000
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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
On January 31, 2014, The TJX Companies, Inc. (TJX) and its
subsidiary NBC Attire, Inc. (NBC Attire) entered into a new agreement with Michael MacMillan, effective February 2, 2014, that continues Mr. MacMillans employment by NBC Attire. Unless terminated earlier in accordance
with its terms, the new agreement will continue until January 28, 2017. The agreement provides for a minimum annual base salary of $920,000 and for participation in the Stock Incentive Plan (SIP), Long Range Performance Incentive
Plan (LRPIP) and Management Incentive Plan (MIP) at levels commensurate with Mr. MacMillans position and responsibilities. The agreement also entitles Mr. MacMillan to participate in TJXs deferred
compensation programs, including the Supplemental Executive Retirement Plan and the Executive Savings Plan (ESP), and applicable fringe benefit plans. In addition, in connection with his current assignment with TJX Europe, the executive
is eligible to receive relocation and expatriate benefits (including tax equalization) under TJXs global mobility policies, as in effect from time to time, as well as specified holiday/vacation benefits. Mr. MacMillan also remains
entitled to expatriate-related benefits in connection with his prior relocation to the U.S. from TJX Canada, including service credit for vesting purposes and supplemental amounts under the ESP.
Under the agreement, upon an involuntary termination without cause (or a voluntary termination in connection with a forced relocation) prior
to the end of the term, the executive would be entitled to continued salary and any automobile allowance for 24 months; amounts sufficient after taxes to cover the cost of any COBRA continuation of health benefits, subject to possible early
termination if the executive obtains other coverage; payment of outstanding cash incentive awards under MIP and LRPIP for each uncompleted year or award cycle, to the extent applicable performance goals are met and adjusted to reflect the
executives period of service during the year or cycle; outstanding SIP awards in accordance with their terms; and vested and accrued, but unpaid, pay and benefits. The same benefits would be payable to the executive upon termination of
employment during the term due to death or disability, except that salary continuation would be adjusted for any long-term disability benefits and the executives MIP award would be paid at the target amount without proration. A termination of
employment at the end of the agreement term would be treated as an involuntary termination without cause if the executive does not receive an offer of continued service in a comparable position, as reasonably determined by the Executive Compensation
Committee of the TJX Board of Directors. During the term of the agreement, if the executive terminates employment voluntarily (other than in connection with a forced relocation), he would be entitled only to vested and accrued, but unpaid, pay and
benefits.
If a change of control of TJX occurs before the end of the term of the agreement, provided that NBC Attire remains a subsidiary
of TJX or has assigned the agreement to TJX or another subsidiary thereof, Mr. MacMillan would be entitled to a lump sum settlement at target award amounts of MIP and LRPIP awards for which the performance period or cycle had not ended, in
addition to payment of any earned but unpaid amounts under those programs, plus any benefits (including any acceleration of awards) under the SIP and TJXs deferred compensation plans. If, during the 24-month period following the change of
control (without regard to the scheduled term of the agreement), the executives employment were to terminate by reason of an involuntary termination without cause, a voluntary termination for good reason (as defined in the agreement), or death
or disability, in lieu of other severance benefits, Mr. MacMillan would be entitled to a lump sum payment equal to two times the sum of his annual base salary, target MIP award amount for the year of termination and annual automobile allowance;
continued health and life insurance benefits for two years, except to the extent the executive has coverage from another employer; and vested and accrued, but unpaid, pay and benefits. For this purpose, base salary would be adjusted for any
long-term disability benefits and would be based on the higher of the executives salary rate in effect immediately prior to termination or the change of control. The executive would receive only vested and accrued, but unpaid, pay and benefits
upon a voluntary termination without good reason following a change of control. Under his agreement, Mr. MacMillan is not entitled to any tax gross-up payment for any golden parachute excise tax on change of control benefits, but
payments and benefits would be reduced if and to the extent the reduction is more favorable to the executive on an after-tax basis. Mr. MacMillan would also be entitled to receive payment for all legal fees and expenses he reasonably incurs in
seeking enforcement of his contractual rights following a change of control.
Under the agreement, Mr. MacMillan agreed to
post-employment undertakings regarding non-solicitation and non-competition for 24 months (including 12 months of restrictions within Europe) and confidentiality with respect to TJXs confidential and proprietary information. Severance and
other benefits are conditioned on compliance with these covenants, except that upon a change of control, the executive would no longer be subject to any post-employment covenant not to compete.
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.
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THE TJX COMPANIES, INC. |
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/s/ Ann McCauley |
Ann McCauley |
Executive Vice President, Secretary and General Counsel |
Dated: January 31, 2014
TJX Companies (NYSE:TJX)
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