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 7, 2016
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 5.07 | Submission of Matters to a Vote of Security Holders |
The annual meeting of stockholders of The TJX Companies, Inc. (the “Company”) was held on June 7, 2016. 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 stockholders and until his or her successor is duly elected and qualified.
| Nominee | For | Against | Abstaining | Broker Non-Votes | ||||||||||||
| Zein Abdalla |
550,659,274 | 807,731 | 540,831 | 34,887,594 | ||||||||||||
| José B. Alvarez |
545,935,737 | 5,552,890 | 519,209 | 34,887,594 | ||||||||||||
| Alan M. Bennett |
545,780,086 | 5,702,090 | 525,660 | 34,887,594 | ||||||||||||
| David T. Ching |
550,223,270 | 1,261,160 | 523,406 | 34,887,594 | ||||||||||||
| Ernie Herrman |
548,963,216 | 2,508,683 | 535,937 | 34,887,594 | ||||||||||||
| Michael F. Hines |
549,808,895 | 1,614,953 | 583,988 | 34,887,594 | ||||||||||||
| Amy B. Lane |
545,179,009 | 5,851,301 | 977,526 | 34,887,594 | ||||||||||||
| Carol Meyrowitz |
545,240,210 | 6,056,351 | 711,275 | 34,887,594 | ||||||||||||
| John F. O’Brien |
537,372,856 | 14,062,061 | 572,919 | 34,887,594 | ||||||||||||
| Willow B. Shire |
532,918,327 | 18,507,737 | 581,772 | 34,887,594 | ||||||||||||
Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2017 was ratified.
| For | Against | Abstaining | ||
| 573,311,267 |
13,303,959 | 280,179 |
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.
| For | Against | Abstaining | Broker Non-Votes | |||
| 467,960,639 |
81,049,063 | 2,998,134 | 34,887,594 |
Proposal 4: A stockholder proposal for the inclusion of diversity as a CEO performance measure was rejected.
| For | Against | Abstaining | Broker Non-Votes | |||
| 26,754,257 |
510,784,044 | 14,469,339 | 34,887,594 |
Proposal 5: A stockholder proposal for a review and summary report on executive compensation policies was rejected.
| For | Against | Abstaining | Broker Non-Votes | |||
| 28,280,600 |
506,582,372 | 17,144,784 | 34,887,594 |
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 9, 2016