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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): August 26, 2011
THE TJX COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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1-4908
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04-2207613 |
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
770 Cochituate Road, Framingham, MA 01701
(Address of principal executive offices) (Zip Code)
(508) 390-1000
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.04 Temporary Suspension of Trading Under Registrants Employee Benefit Plans.
On August 26, 2011, 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 4:00 p.m.
Eastern Time on September 26, 2011 and end during the week of October 9, 2011 (the Plan
Blackout). During the Plan Blackout, Plan participants temporarily will be unable to check their
account balances, to direct or diversify investments in their Plan accounts, or to obtain loans,
withdrawals or distributions from their Plan accounts. The same blackout restrictions will apply
to participants in the corresponding Puerto Rican savings/profit sharing plan.
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 Companys 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.
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99.1 |
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Notice to Directors and Executive Officers of Plan Blackout |
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.
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THE TJX COMPANIES, INC. |
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/s/ Ann McCauley
Ann McCauley
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Executive Vice President, Secretary and
General Counsel |
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Dated: September 1, 2011
EXHIBIT INDEX
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Exhibit Number |
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Description |
99.1 |
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Notice to Directors and Executive Officers of Plan Blackout |
exv99w1
Exhibit 99.1
To: Executive Officers and Directors
From: Ann McCauley
Date: September 1, 2011
Re: Notice of Blackout Period
In connection with changing recordkeepers and investment options of TJXs General Saving/Profit
Sharing Plan (the 401(k) plan), there will be a blackout period for 401(k) plan participants
currently scheduled from September 26, 2011 at 4:00 p.m. ET ending during the week of October 9,
2011. During this time, 401(k) plan participants will be unable to check their account balances,
to direct or diversify investments in their plan accounts or to obtain loans, withdrawals or
distributions from their plan accounts. The same blackout restrictions will apply to participants
in the corresponding Puerto Rican plan.
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. TJXs preclearance 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.