Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2020

(Exact name of registrant as specified in its charter)

(State or other jurisdiction
of incorporation)
 (Commission File
 (IRS Employer
Identification No.)
770 Cochituate Road, Framingham, MA 01701
 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code

(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $1.00 per share
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 9, 2020. 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.
NomineeForAgainstAbstainingBroker Non-Votes
Zein Abdalla 983,428,552     9,946,552  1,159,924  64,180,317
Alan M. Bennett 934,764,011  58,606,916  1,164,101  64,180,317
Rosemary T. Berkery 975,706,455  17,709,284  1,119,289  64,180,317
David T. Ching 942,535,284  50,855,610  1,144,134  64,180,317
Ernie Herrman 975,459,418  17,946,348  1,129,262  64,180,317
Michael F. Hines 939,720,071  53,649,646  1,165,311  64,180,317
Amy B. Lane 946,794,240  46,541,860  1,198,928  64,180,317
Carol Meyrowitz 957,526,566  35,373,850  1,634,612  64,180,317
Jackwyn L. Nemerov 975,227,204  18,197,367  1,110,457  64,180,317
John F. O’Brien 950,476,107  42,909,765  1,149,156  64,180,317
Willow B. Shire 913,223,852  80,193,765  1,117,411  64,180,317

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2021 was ratified.
 996,593,846  61,207,718  913,781

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.
ForAgainstAbstainingBroker Non-Votes
 920,243,189  72,800,154  1,491,685  64,180,317

Proposal 4: A shareholder proposal for a report on reduction in chemical footprint was not approved.
ForAgainstAbstainingBroker Non-Votes
 436,793,628  543,908,847  13,832,553  64,180,317

Proposal 5: A shareholder proposal for a report on animal welfare was not approved.
ForAgainstAbstainingBroker Non-Votes
 74,306,992  904,523,829  15,704,207  64,180,317

Proposal 6: A shareholder proposal for setting target amounts for CEO compensation was not approved.
ForAgainstAbstainingBroker Non-Votes
 92,178,107  892,839,642  9,517,279  64,180,317

Proposal 7: A shareholder proposal for disclosure regarding executive share retention was not approved.
ForAgainstAbstainingBroker Non-Votes
 288,110,923  704,364,371  2,059,734  64,180,317
Item 7.01  Regulation FD Disclosure

As previously disclosed, during the first quarter of fiscal 2021 the Executive Compensation Committee (“ECC”) of the Board of Directors of The TJX Companies, Inc. (the “Company”) determined that it was appropriate to postpone certain annual compensation decisions in light of the COVID-19 pandemic. On June 9, 2020, the ECC undertook certain compensation actions that had been postponed and approved incentive compensation opportunities for executive officers of the Company, including annual incentive opportunities for fiscal 2021 with performance criteria based on the Company's key business priorities during the COVID-19 pandemic and subject to a reduced maximum payout limit, long-term cash incentive opportunities under the Company’s Long Range Performance Incentive Plan that will be based on the achievement of performance goals to be established for the fiscal 2022-2023 period, and long-term equity incentives in the form of service-based restricted stock units under the Company’s Stock Incentive Plan. The mix of new long-term incentives for fiscal 2021 does not include performance share units. For executive officers of the Company, the total target value of fiscal 2021 annual and long-term incentive opportunities has not increased as compared to fiscal 2020. In addition, base salaries have been reduced on a temporary basis as previously disclosed. The ECC has taken into account the uncertainty caused by the COVID-19 pandemic in determining the design and mix of annual and long-term compensation opportunities for fiscal 2021, and intends to return to a compensation program structure with greater emphasis on long-term performance incentives, including performance share units, when the environment normalizes.

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.


         /s/ Alicia C. Kelly 
        Alicia C. Kelly
        Executive Vice President, Secretary and
        General Counsel

Dated: June 11, 2020