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 6, 2017

 

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.45 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.  ☐

 

 

 

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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 6, 2017. 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			520,491,704				691,007				479,971				37,907,439
José B. Alvarez			507,298,521				13,909,923				454,238				37,907,439
Alan M. Bennett			505,617,591				15,580,112				464,979				37,907,439
David T. Ching			519,773,028				1,431,362				458,196				37,907,439
Ernie Herrman			519,392,043				1,821,030				449,609				37,907,439
Michael F. Hines			517,182,683				4,023,263				456,736				37,907,439
Amy B. Lane			513,896,375				6,253,011				1,513,296				37,907,439
Carol Meyrowitz			515,183,409				4,112,893				2,366,380				37,907,439
Jackwyn L. Nemerov			511,526,792				9,694,423				441,467				37,907,439
John F. O’Brien			504,717,819				15,411,616				1,533,151				37,907,439
Willow B. Shire			495,217,862				24,854,483				1,590,337				37,907,439

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2018 was ratified.

 

For		Against		Abstaining
548,335,561		10,951,814		282,634

Proposal 3: The material terms of performance goals under the Company’s stock incentive plan were reapproved.

 

For		Against		Abstaining		Broker Non-Votes
493,642,954		27,415,581		603,284		37,908,302

Proposal 4: The material terms of performance goals under the Company’s cash incentive plans were reapproved.

 

For		Against		Abstaining		Broker Non-Votes
506,951,490		14,040,299		669,918		37,908,302

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Proposal 5: 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
301,864,497		217,852,532		1,945,653		37,907,439

Proposal 6: On an advisory basis, the shareholders voted that the Company hold say-on-pay votes each year.

 

1 year			507,667,018
2 years			899,625
3 years			12,549,073
Abstain			546,055
Broker Non-Votes			37,908,302

The Board of Directors of the Company considered the recommendation of shareholders and intends to conduct an annual advisory shareholder vote on the Company’s executive compensation each year until the next vote on the frequency of such votes is held, which will be no later than the annual meeting of the shareholders in 2023.

Proposal 7: A shareholder proposal for the inclusion of diversity as a CEO performance measure was rejected.

 

For		Against		Abstaining		Broker Non-Votes
23,995,592		485,670,301		11,995,926		37,908,302

Proposal 8: A shareholder proposal for a review and summary report on executive compensation policies was rejected.

 

For		Against		Abstaining		Broker Non-Votes
22,744,269		487,742,036		11,175,514		37,908,302

Proposal 9: A shareholder proposal for a report on compensation disparities based on race, gender, or ethnicity was rejected.

 

For		Against		Abstaining		Broker Non-Votes
80,966,804		426,520,033		14,174,918		37,908,302

Proposal 10: A shareholder proposal for a report on net-zero greenhouse gas emissions was rejected.

 

For		Against		Abstaining		Broker Non-Votes
43,649,673		467,489,449		10,522,697		37,908,302

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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: June 7, 2017