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): October 26, 2020
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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) | ||||||||
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 26, 2020, the Board of Directors (the "Board") of The TJX Companies, Inc. (the "Company") elected C. Kim Goodwin as a member of the Company's Board and of its Audit Committee, effective immediately.
Ms. Goodwin, 61, served for many years as an investment professional, including as Managing Director and Head of Equities (Global) for the Asset Management Division of Credit Suisse Group AG from 2006 to 2008 and Chief Investment Officer - Equities at State Street Research & Management Co. from 2002 to 2005. She is now a private investor and a member of the board of directors of Popular, Inc., which she joined in 2011.
Ms. Goodwin will receive compensation for her service on the Board in accordance with the Company's non-employee director compensation program (as described in the director compensation section of the Company's proxy statement filed with the Securities and Exchange Commission on April 23, 2020, which description is incorporated herein by reference), including annual retainers and two annual deferred stock awards under the Company's Stock Incentive Plan (each representing shares of the Company's common stock valued at $85,000), prorated to reflect her election date.
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: October 27, 2020