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): November 18, 2015

 

 

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))

 

 

 

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Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On November 18, 2015, The TJX Companies, Inc. (the “Company”) received notice required by section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, regarding a blackout period under the TJX General Savings/Profit Sharing Plan (the “Plan”), due to changing recordkeepers and investment options. The blackout period is expected to begin at 1:00 p.m. Eastern Time on December 24, 2015 and end during the week of January 11, 2016 (that is, the calendar week beginning January 10, 2016) (the “Plan Blackout”). During the Plan Blackout, Plan participants temporarily will be unable to enroll in the Plan, to move money between funds in the Plan or to change which funds they invest in, to change the amount of each paycheck they defer for investment in the Plan, to change their address or beneficiary information, to request a loan from their Plan accounts, to make unscheduled loan payments to their Plan accounts, to request withdrawals or distributions from their Plan accounts, or to check their account balances or access their account information online. The same blackout restrictions will apply to participants in the Company’s Puerto Rico savings plan, the TJX General Savings/Profit Sharing Plan (P.R.).

In accordance with Regulation BTR of the Securities Exchange Act of 1934 and Section 306 of the Sarbanes-Oxley Act of 2002, the Company sent a notice to its directors and executive officers informing them of the restrictions during the Plan Blackout on their purchasing, selling, or otherwise acquiring, disposing or transferring shares of the Company’s common stock that they acquire or previously acquired in connection with their service or employment as directors or executive officers of the Company. A copy of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Company stockholders or other interested persons may obtain information about the actual dates of the Plan Blackout, without charge, by contacting the TJX Treasury Department at 508-390-1000, 770 Cochituate Road, Framingham, MA 01701 during this blackout period and for a period of two years after its ending date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

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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.

 

Dated: November 18, 2015

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Notice to Directors and Executive Officers of Plan Blackout

Exhibit 99.1

To: Executive Officers and Directors

From: Ann McCauley

Date: November 18, 2015

Re: Notice of Blackout Period

In connection with changing recordkeepers and investment options of TJX’s General Saving/Profit Sharing Plan (the “401(k) plan”), there will be a blackout period for 401(k) plan participants currently scheduled to begin on December 24, 2015 at 1:00 p.m. Eastern Time and expected to end during the week of January 11, 2016 (that is, the calendar week beginning January 10, 2016). During this time, 401(k) plan participants will be unable to enroll in the 401(k) plan, to move money between funds in the 401(k) plan or to change which funds they invest in, to change the amount of each paycheck they defer for investment in the 401(k) plan, to change their address or beneficiary information, to request a loan from their 401(k) plan accounts, to make unscheduled loan payments to their 401(k) plan accounts, to request withdrawals or distributions from their 401(k) plan accounts, or to check their account balances or access their account information online. The same blackout restrictions will apply to participants in our Puerto Rico savings plan, the TJX General Savings/Profit Sharing Plan (P.R.).

Under federal law, during this blackout period, you are prohibited from directly or indirectly purchasing, selling, or otherwise acquiring, disposing or transferring shares of TJX common stock or derivative securities that you acquired in connection with your service or employment as a director or executive officer. These restrictions include indirect transactions by family members, partnerships, corporations, trusts or others where you have a pecuniary interest.

There are limited exceptions to these restrictions. Note that TJX’s Insider Trading Policy will continue to apply during the blackout period.

We will advise you of any updates on the blackout period once available or you can contact the TJX Treasury Department at 508-390-1000 or 770 Cochituate Road, Framingham, MA 01701, without charge, for additional information including the specific end date.