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): September 7, 2006
 

THE TJX COMPANIES, INC.
(Exact Name of Registrant as Specified in Charter)

DELAWARE		1-4908		04-2207613
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 5.02.      DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

The Board of Directors of The TJX Companies, Inc. (the “Company”) announced on September 7, 2006 that it has elected Carol Meyrowitz to the Board, effective immediately, in connection with the approval of the Company’s succession plan for executive management of the Company. Ms. Meyrowitz is currently the President of the Company.

ITEM 8.01.      OTHER EVENTS.

The Board of Directors of the Company announced on September 7, 2006 that it has approved a succession plan for executive management of the Company. The Board has expressed its intention, effective with the beginning of the Company’s next fiscal year on January 28, 2007, to appoint Carol Meyrowitz as Chief Executive Officer in addition to her current title as President and to continue Bernard Cammarata’s role, upon relinquishing his role as Acting Chief Executive Officer at that time, as an active Chairman of the Board. The Board also elected Ms. Meywrowitz to the Board, effective immediately. The Board also appointed Donald G. Campbell, previously Senior Executive Vice President, Chief Administrative and Strategic Development Officer, as Vice Chairman of the Company in lieu of his current titles and Jeffrey G. Naylor, Senior Executive Vice President, Chief Financial Officer, to the additional position of Chief Administrative Officer. Further, the Company has begun a search for a future Chief Financial Officer, as a successor to Mr. Naylor in that capacity, so that Mr. Naylor’s role and responsibilities can increase further over time. A copy of the press release announcing the Company’s succession plan is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01.      FINANCIAL STATEMENTS AND EXHIBITS.

(d)      EXHIBITS.

Exhibit Number		Description
10.1		Amendment, dated as of September 7, 2006, to the Employment Agreement between The TJX Companies, Inc. and Donald G. Campbell.
99.1		Press Release dated September 7, 2006 of The TJX Companies, Inc.

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: September 7, 2006

EXHIBIT INDEX

Exhibit Number		Description
10.1		Amendment, dated as of September 7, 2006, to the Employment Agreement between The TJX Companies, Inc. and Donald G. Campbell.
99.1		Press Release dated September 7, 2006 of The TJX Companies, Inc.

Exhibit 10.1
 

[Letterhead of the TJX Companies, Inc.]

September 6, 2006

Mr. Donald G. Campbell
The TJX Companies, Inc.
770 Cochituate Road
Framingham, MA 01701
 

     Re:      Modification of Employment Agreement  

Dear Mr. Campbell:

     Reference is made to the Employment Agreement dated as of April 5, 2005 (as previously amended, the “Agreement”) between you and The TJX Companies, Inc. (the “Company”). The Company proposes to make the following changes to the Agreement:

	•		Replace the Recitals with the following sentence: “The Company and Executive intend that Executive shall be employed by the Company on the terms set forth below and, to that end, deem it desirable to enter into this Agreement.”
	•		Replace the text of Section 2(a) with the following sentence: “Executive shall diligently perform such duties and responsibilities as shall from time to time be assigned to him by the Company.”
	•		Delete from Section 5(a)(iii) the words “(A) Executive is required to report other than to the Chief Executive Officer, or (B)”.
	•		Replace the last sentence of Section 5(b) with the following: “For purposes of the two preceding sentences, “service in a position acceptable to Executive” shall mean service in a position comparable to the position in which Executive was serving immediately prior to the End Date, as reasonably determined by the Board.”

     If you agree with the foregoing proposed modifications of the Agreement, please so indicate by signing the enclosed copy of this letter agreement and returning it to Paul Kangas, whereupon the Agreement will be deemed modified, effective immediately, to read as described above and, except as so modified, the Agreement will continue in effect in accordance with its terms. This letter agreement shall constitute an agreement under seal.

I agree to the modifications described above
to the Employment Agreement dated as of
April 5, 2005 between me and The TJX
Companies, Inc., as previously amended,
effective as of the date set forth below:

September 7, 2006

Exhibit 99.1

CONTACT: Sherry Lang Vice President Investor and Public Relations (508) 390-2323		FOR IMMEDIATE RELEASE Thursday, September 7, 2006

THE TJX COMPANIES, INC. ANNOUNCES CEO SUCCESSION PLANS;
CAROL MEYROWITZ TO BE NAMED CEO

     Framingham, MA — The TJX Companies, Inc. (NYSE:TJX), the leading off-price retailer of apparel and home fashions in the U.S. and worldwide, today announced that its Board of Directors has approved a succession plan for executive management of the Company. The Board intends to elect Carol Meyrowitz, 52, to the position of Chief Executive Officer, effective with the beginning of the Company’s next fiscal year, on January 28, 2007. The Board also elected Ms. Meyrowitz a Director of the Company, effective immediately. Ms. Meyrowitz will retain her current title as President of the Company. Current Chairman and Acting CEO, Bernard (Ben) Cammarata, 66, will continue as Chairman of the Board.

     Carol Meyrowitz, who joined the Company in 1983, was named President of The TJX Companies in October 2005. Ms. Meyrowitz has extensive experience as an off-price executive, having previously served as Senior Executive Vice President of TJX and President of The Marmaxx Group, the Company’s largest division. For several months during 2005, she was employed in an advisory role for TJX and consulted for Berkshire Partners L.L.C., a private equity firm based in Boston. Ms. Meyrowitz served as President of Marmaxx from 2001 - January 2005. She also previously held senior management positions with Chadwick’s of Boston and Hit or Miss, former divisions of TJX.

     To support this transition and effective immediately, Donald Campbell, 55, current Chief Administrative and Business Development Officer, is being named Vice Chairman of the Company. As Vice Chairman, Mr. Campbell will have responsibility for all of TJX’s corporate/administrative functions and business development efforts. In addition, Jeffrey Naylor, 47, current Chief Financial Officer, is being promoted to Chief Financial and Administrative Officer. Mr. Naylor will retain the title Senior Executive Vice President. Further, the Company has begun a search for a future Chief Financial Officer as a successor to Mr. Naylor in that capacity, so that Mr. Naylor’s role and responsibilities can increase further over time.

     In his role as Chairman, Mr. Cammarata will remain an active employee of the Company. Further, to help guide the future direction of TJX, Mr. Cammarata will chair a newly formed Committee of Executive Management. This committee will include Ms. Meyrowitz, Mr. Campbell and Mr. Naylor, as well as Arnold Barron and Alex Smith, both Senior Executive Vice Presidents/Group Presidents, and Ernie Herrman, Executive Vice President and President of The Marmaxx Group.

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THE TJX COMPANIES, INC. ANNOUNCES CEO SUCCESSION PLANS;
CAROL MEYROWITZ TO BE NAMED CEO
Thursday, September 7, 2006
Page 2

     Ben Cammarata commented, “With this CEO succession plan, to be implemented at the beginning of the next fiscal year, the Board and I take great comfort in knowing that Carol Meyrowitz has been chosen to lead TJX into the future. Carol’s knowledge of TJX and her proven, successful track record, along with her leadership abilities and creative talent, make her far and away the right choice for CEO. Carol has been responsible for some of our most successful initiatives, such as the jewelry/accessories and footwear expansions at The Marmaxx Group. She is a visionary leader and great generator of ideas and I am confident her ideas will continue to drive profitable sales, which remains our chief goal.”

     Carol Meyrowitz commented, “Taking the helm of The TJX Companies, a world class retailer, with top-notch people, a proven, successful track record, and great growth potential, will be a tremendous opportunity. Perhaps the aspect of TJX that I value most is the importance we place on acting with integrity in everything we do. The succession plan that the Board has put in place gives me great confidence that we will have a very smooth transition and continued success in the short and long term. Continuing to work with Ben Cammarata will be a privilege and the Committee of Executive Management, with the high-caliber individuals who will comprise it, will offer a great resource. TJX, with its solid business model and exceptional organization, is positioned for great things and I am honored that I will be given the opportunity of leading it forward.”

     Cammarata continued, “In addition, by tapping the vast experience of Don Campbell, we are positioning ourselves for a successful and smooth transition of the Company’s leadership. We are expanding Jeff Naylor’s role by adding Information Technology to his responsibilities. In his almost three years with the Company, Jeff has proven himself to be a major asset and has great potential as we expand his role even further. I look forward to continuing to work with Carol and the Committee of Executive Management in the years ahead.”

     The TJX Companies, Inc. is the leading off-price retailer of apparel and home fashions in the U.S. and worldwide. The Company operates 810 T.J. Maxx, 731 Marshalls, 261 HomeGoods, and 157 A.J. Wright stores, as well as 36 Bob’s Stores, in the United States. In Canada, the Company operates 180 Winners and 63 HomeSense stores, and in Europe, 204 T.K. Maxx stores. TJX’s press releases and financial information are also available on the Internet at www.tjx.com.

     SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Various statements made in this release are forward-looking and involve a number of risks and uncertainties. All statements that address activities, events or developments that we intend, expect or believe may occur in the future, including projections of earnings per share and same store sales, are forward-looking statements. The following are some of the factors that could cause actual results to differ materially from the forward-looking statements: future actions by our Board and Ms. Meyrowitz; our ability to continue successful expansion of our store base and increase same store sales; risks of expansion; our ability to successfully implement our opportunistic inventory strategies and to effectively manage our inventories; successful advertising and promotion; consumer confidence, demand, spending habits and buying preferences; effects of unseasonable weather; competitive factors; factors affecting availability of store and distribution center locations on suitable terms; factors affecting our recruitment and employment of associates; factors affecting expenses; success of our acquisition and divestiture activities; our ability to successfully implement technologies and systems and protect data; our ability to continue to generate adequate cash flows; availability and cost of financing; general economic conditions, including gasoline prices; potential disruptions due to wars, natural disasters and other events beyond our control; changes in currency and exchange rates; import risks; adverse outcomes for any significant litigation; changes in laws and regulations and accounting rules and principles; closing adjustments; effectiveness of internal controls; and other factors that may be described in our filings with the Securities and Exchange Commission. We do not undertake to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.

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