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 11, 2013
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of stockholders of The TJX Companies, Inc. (the “Company”) held on June 11, 2013, stockholders approved amendments to the Company’s Stock Incentive Plan (the “Plan”) and material terms of performance goals under the Plan. The Plan permits the granting of a variety of stock and stock-based awards to officers and other key associates and to non-employee directors of the Company. The amendments to the Plan included an increase to the shares available for issuance under the Plan by 26,000,000 shares; an expansion of the available performance goals for performance awards under the Plan; an increase to the maximum value of the two annual deferred stock awards for non-employee directors to $125,000 for each award; and an extension of the term during which awards can be granted under the Plan to June 11, 2023. The foregoing description of the amendments to the Plan is qualified in its entirety by reference to the Plan, which is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed May 31, 2013.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of the Company was held on June 11, 2013, at which the stockholders voted as follows:
Proposal 1: Each nominee for director was elected, each to serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualified:
| Nominee |
For |
Against |
Abstaining |
Broker Non-Votes | ||||
| Zein Abdalla |
599,026,318 | 511,649 | 981,649 | 40,484,501 | ||||
| José B. Alvarez |
598,115,218 | 1,426,411 | 978,051 | 40,484,501 | ||||
| Alan M. Bennett |
598,188,089 | 1,355,149 | 976,442 | 40,484,501 | ||||
| Bernard Cammarata |
593,722,307 | 5,810,824 | 986,485 | 40,484,501 | ||||
| David T. Ching |
599,122,685 | 424,912 | 972,083 | 40,484,501 | ||||
| Michael F. Hines |
599,139,575 | 409,107 | 970,998 | 40,484,501 | ||||
| Amy B. Lane |
599,065,483 | 483,127 | 971,070 | 40,484,501 | ||||
| Dawn Lepore |
598,623,111 | 930,987 | 965,582 | 40,484,501 | ||||
| Carol Meyrowitz |
595,564,359 | 3,989,414 | 965,907 | 40,484,501 | ||||
| John F. O’Brien |
587,253,306 | 12,279,759 | 986,615 | 40,484,501 | ||||
| Willow B. Shire |
588,935,231 | 10,606,863 | 977,586 | 40,484,501 |
Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year was ratified:
| For |
632,105,958 | |||
| Against |
8,074,035 | |||
| Abstaining |
824,188 |
Proposal 3: Amendments to the Plan and material terms of performance goals under the Plan were approved:
| For |
563,135,351 | |||
| Against |
36,112,052 | |||
| Abstaining |
1,271,109 | |||
| Broker Non-Votes |
40,485,669 |
Proposal 4: 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 |
587,888,395 | |||
| Against |
11,006,094 | |||
| Abstaining |
1,623,831 | |||
| Broker Non-Votes |
40,485,669 |
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| No. |
Description | |
| 10.1 | Stock Incentive Plan (2013 Restatement), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 31, 2013. | |
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/ Ann McCauley |
| Ann McCauley Executive Vice President, Secretary and General Counsel |
Dated: June 12, 2013
EXHIBIT INDEX
| No. |
Description | |
| 10.1 | Stock Incentive Plan (2013 Restatement), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 31, 2013. | |