Form 8-K - Current report

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 4, 2024

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 4, 2024. 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
José B. Alvarez	927,497,320	18,078,185	1,151,079	62,482,979
Alan M. Bennett	888,860,085	56,701,005	1,165,494	62,482,979
Rosemary T. Berkery	919,271,007	26,307,936	1,147,641	62,482,979
David T. Ching	896,790,521	48,780,423	1,155,640	62,482,979
C. Kim Goodwin	934,867,679	10,712,835	1,146,070	62,482,979
Ernie Herrman	931,615,529	13,957,894	1,153,161	62,482,979
Amy B. Lane	882,655,440	62,941,232	1,129,912	62,482,979
Carol Meyrowitz	895,167,547	47,902,413	3,656,624	62,482,979
Jackwyn L. Nemerov	914,090,132	31,183,213	1,453,239	62,482,979
Charles F. Wagner, Jr.	942,231,240	3,336,183	1,159,161	62,482,979

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2025 was ratified.



For	Against	Abstaining
944,929,255	63,132,741	1,147,567

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
851,907,189	81,369,069	13,450,326	62,482,979

Proposal 4: A shareholder proposal for a report on effectiveness of social compliance efforts in TJX’s supply chain was not approved.



For	Against	Abstaining	Broker Non-Votes
177,595,592	758,461,739	10,669,253	62,482,979

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 6, 2024

Cover	Jun. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 04, 2024
Entity Registrant Name	THE TJX COMPANIES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-4908
Entity Tax Identification Number	04-2207613
Entity Address, Address Line One	770 Cochituate Road
Entity Address, City or Town	Framingham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01701
City Area Code	508
Local Phone Number	390-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000109198
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	TJX
Security Exchange Name	NYSE