Executive Change · Shareholder Vote

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, 2022   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))     Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $1.00 per share TJX New York Stock Exchange 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 At the annual meeting of shareholders of The TJX Companies, Inc. (the “Company”) held on June 7, 2022, our shareholders approved an amended and restated Stock Incentive Plan (the “SIP”). Among other things, the SIP (2022 Restatement) increases the shares available for issuance under the SIP by 27,000,000 shares, extends the term of the SIP to June 7, 2032, the tenth anniversary of this year’s annual meeting of shareholders, and provides that the aggregate value of awards granted to each non-employee director under the SIP, together with the value of cash retainers and all other compensation paid to the non-employee director, for his or her services as a director in any fiscal year, may not exceed $800,000. The foregoing description of the SIP (2022 Restatement) is qualified in its entirety by reference to the SIP, which is incorporated herein by reference to Appendix B to the Company’s definitive proxy statement for the 2022 annual meeting of shareholders, which was filed with the Securities and Exchange Commission on April 28, 2022. Item 5.07 Submission of Matters to a Vote of Security Holders The annual meeting of shareholders of The TJX Companies, Inc. (the “Company”) was held on June 7, 2022. 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 shareholders and until his or her successor is duly elected and qualified. Nominee For Against Abstaining Broker Non-Votes José B. Alvarez 958,569,113 28,343,527 879,953 60,770,668 Alan M. Bennett 904,135,104 82,747,583 909,906 60,770,668 Rosemary T. Berkery 946,782,755 40,136,697 873,141 60,770,668 David T. Ching 926,106,183 60,795,731 890,679 60,770,668 C. Kim Goodwin 981,945,866 4,968,773 877,954 60,770,668 Ernie Herrman 973,029,069 13,872,886 890,638 60,770,668 Michael F. Hines 923,215,831 63,672,952 903,810 60,770,668 Amy B. Lane 930,334,977 56,591,645 865,971 60,770,668 Carol Meyrowitz 928,495,590 57,717,138 1,579,865 60,770,668 Jackwyn L. Nemerov 927,183,068 59,742,932 866,593 60,770,668 John F. O’Brien 931,265,440 55,625,513 901,640 60,770,668 Proposal 2 : The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2023 was ratified. For Against Abstaining 992,871,944 54,586,165 1,105,152 Proposal 3 : The Stock Incentive Plan (2022 Restatement) was approved. For Against Abstaining Broker Non-Votes 944,968,455 41,471,146 1,352,992 60,770,668 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 not approved. For Against Abstaining Broker Non-Votes 475,947,271 481,729,375 30,115,947 60,770,668 Proposal 5 : A shareholder proposal for a report on effectiveness of social compliance efforts in TJX’s supply chain was not approved. For Against Abstaining Broker Non-Votes 240,419,144 735,334,309 12,039,140 60,770,668 Proposal 6 : A shareholder proposal for a report on risk to TJX from supplier misclassification of supplier’s employees was not approved. For Against Abstaining Broker Non-Votes 310,340,032 666,311,072 11,141,489 60,770,668 Proposal 7 : A shareholder proposal for a report on risk due to restrictions on reproductive rights was not approved. For Against Abstaining Broker Non-Votes 288,237,516 667,427,599 32,127,478 60,770,668 Proposal 8 : A shareholder proposal to adopt a paid sick leave policy for all Associates was not approved. For Against Abstaining Broker Non-Votes 327,838,039 642,543,754 17,410,800 60,770,668 Item 9.01. Financial Statements and Exhibits. (d)    Exhibits No.     Description 10.1     Stock Incentive Plan (20 2 2 Restatement), incorporated by reference to A ppendix B to the Company’s definitive proxy statement for the 2022 annual meeting of shareholders, filed on April 28, 2022. 104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 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: June 9, 2022