UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒ Filed by a party other than the Registrant  ☐

Check the appropriate box:

The TJX Companies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

770 Cochituate Road

Framingham, Massachusetts 01701

April 25, 2019

Dear Shareholder:

We cordially invite you to attend our 2019 Annual Meeting of Shareholders on Tuesday, June 4, 2019, at 8:00 a.m. (local time), to be held at the Courtyard Marriott, 342 Speen Street, Natick, Massachusetts 01760.

The proxy statement accompanying this letter describes the business we will consider at the meeting. Please read the proxy statement and vote your shares. Your vote is important regardless of the number of shares you own. Instructions for online and telephone voting are attached to your proxy card. If you prefer, you can vote by mail by completing and signing your proxy card and returning it in the enclosed pre-paid return envelope.

We hope that you will be able to join us on June 4th. Thank you for your support of TJX.

Sincerely,

NOTICE OF

ANNUAL MEETING OF

SHAREHOLDERS

June 4, 2019

The 2019 Annual Meeting of Shareholders of The TJX Companies, Inc. will be held at the Courtyard Marriott, 342 Speen Street, Natick, Massachusetts 01760, on Tuesday, June 4, 2019, at 8:00 a.m. (local time) to vote on:

Shareholders of record at the close of business on April 8, 2019 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements of that meeting.

To attend the Annual Meeting, you must show that you were a TJX shareholder at the close of business on April 8, 2019 or hold a valid proxy for the Annual Meeting from such a shareholder. If you are not a shareholder of record but hold shares through a bank, broker, or other third party, you will need to bring proof of your beneficial ownership as of April 8, 2019, such as a brokerage account statement showing your ownership on that date or similar evidence of ownership. All shareholders will need to check in upon arrival and receive attendee badges for security purposes. Please allow additional time for these procedures.

By Order of the Board of Directors,

Alicia C. Kelly

Secretary

Framingham, Massachusetts

April 25, 2019

YOUR VOTE IS IMPORTANT. PLEASE VOTE ONE OF THE FOLLOWING WAYS:

TABLE OF CONTENTS

2019 Proxy Statement    i

OVERVIEW

FISCAL 2019 REVIEW

The TJX Companies, Inc. (TJX, the company, or we) had another strong year in fiscal 2019. We delivered our 23rd consecutive year of annual comparable store sales growth, primarily driven by strong customer traffic gains, and demonstrated strong execution of our business plan and growth strategies. We continued to expand our store base globally, surpassing 4,300 stores, while maintaining focus on driving profitable sales, reinvesting in the business, managing expenses, and returning value to shareholders.

FISCAL 2019 BUSINESS REVIEW

Our EPS growth continued in fiscal 2019, and our long-term total shareholder return growth rates and annual sales growth continued to be strong relative to our fiscal 2019 peer group (detailed below under Compensation Discussion and Analysis: The Role of Our Peer Group).

2019 Proxy Statement    1

GOVERNANCE HIGHLIGHTS

Board Refreshment. In September 2018, our Board elected Rosemary Berkery to join the Board and to serve on the Audit Committee and the Executive Compensation Committee. Ms. Berkery is included with the other nominees standing for election at this annual meeting; see Proposal 1: Election of Directors, below. In addition, José Alvarez did not stand for election at our last annual meeting and his service on our board ended in June 2018.

Board Diversity. Our current Board members, who are each standing for election at the 2019 Annual Meeting, reflect our commitment to diversity. More than 60% reflect gender or ethnic/racial diversity and almost half are women.

Engaging with Shareholders. Our fiscal 2019 executive compensation program reflects the extensive outreach program led by the Executive Compensation Committee of our Board in fiscal 2018 to better understand the concerns and perspectives of our broad shareholder base. During fiscal 2019, we continued to engage with our shareholders, including outreach on executive compensation matters and key features of our fiscal 2019 compensation program and, more generally, connecting with our shareholders on other issues of importance, primarily through investor meetings and calls.

Corporate Responsibility. Our Corporate Responsibility program reflects our ‘smart for business, good for the world’ thinking. We categorize our global corporate responsibility efforts under four pillars, described further in the Corporate Responsibility section on p. 13 of this proxy statement:

We remain focused on enhancing our programs and making a positive, sustainable impact on the world in which we live and conduct our business. To learn more about our evolving efforts, please visit the Responsibility section of our website at tjx.com/responsibility.

2    The TJX Companies, Inc.

VOTING ITEMS FOR 2019 ANNUAL MEETING OF SHAREHOLDERS

The Board of Directors of TJX is sending this proxy statement to you as a shareholder of TJX, to solicit your proxy for the 2019 Annual Meeting on June 4, 2019 to vote on the following items:

HOW TO VOTE YOUR SHARES

If you owned TJX common stock at the close of business on April 8, 2019, the record date for our 2019 Annual Meeting, you are entitled to vote at the meeting. Each of the 1,214,749,126 shares of common stock outstanding on the record date is entitled to one vote. You may vote by mail, by telephone, online, or in person.

With proper documentation, you may also vote in person at the meeting. Please see Voting Requirements and Practices on p. 67 for more information.

This proxy statement, the proxy card, and the Annual Report to Shareholders for our fiscal year ended February 2, 2019 (fiscal 2019) are being first mailed to shareholders on or about the date of the notice of meeting, April 25, 2019.

OTHER INFORMATION

Please note below other topics included in this proxy statement that may be of interest. This list does not cover all information included in this proxy statement that you should consider. You should review the entire proxy statement carefully before voting your shares.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 4, 2019: THIS PROXY STATEMENT AND ANNUAL REPORT AND FORM 10-K FOR FISCAL 2019 ARE AVAILABLE AT HTTP://WWW.ENVISIONREPORTS.COM/TJX

2019 Proxy Statement    3

CORPORATE GOVERNANCE

Integrity has always been a core tenet of TJX. We seek to perform with the highest standards of ethical conduct and in compliance with all laws and regulations that relate to our businesses. Our core Board practices and policies are reflected in our Corporate Governance Principles and Director Code of Business Conduct and Ethics. Our Board also maintains written charters for each of our Board committees, discussed further below.

BOARD RESPONSIBILITIES

Our Board of Directors is responsible for overseeing the business and affairs of the company, and, as part of this responsibility, for regularly monitoring the effectiveness of management’s implementation of strategy, policies, and decisions. The Board, with management, also believes that the interests of our shareholders are enhanced by responsibly considering the interests of our customers, Associates, suppliers, service providers, and communities where we operate.

During the year, our Board reviews our strategies with management, including both our long-term strategy and annual plans for capital allocation and shareholder distributions. For fiscal 2019, strategies discussed with the Board focused on driving profitable sales, increasing market share, developing talent, and championing our TJX culture.

The Board also has oversight responsibility for our enterprise risk management, oversees management succession planning, and regularly considers Board and Committee succession planning and composition.

RISK OVERSIGHT

It is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to TJX. The Board has oversight responsibility for the systems established to report and monitor the most significant risks applicable to TJX. The Board administers its risk oversight role directly and through its committee structure and the committees’ regular communications with the full Board. The committees escalate risks to the full Board as they determine to be appropriate. In general terms:

4    The TJX Companies, Inc.

LEADERSHIP STRUCTURE

Our Board has separated the role of CEO and Chairman. Carol Meyrowitz has served as Chairman of the Board since June 2015 and as Executive Chairman since the beginning of fiscal 2017 when Ernie Herrman succeeded her as Chief Executive Officer. Ms. Meyrowitz has wide-ranging, in-depth knowledge of our business arising from her many years of service to TJX. As Executive Chairman, she has provided, and is expected to continue to provide, effective leadership to the Board as well as support for management as an active and integral member of the executive team.

As provided in our Corporate Governance Principles, because our current Chairman is not independent, our independent directors have elected an independent Lead Director, John F. O’Brien, to serve as a liaison between the independent directors, the Executive Chairman, and management. The Board believes that the separate roles of Chairman, Chief Executive Officer, and Lead Director are in the best interests of TJX and its shareholders.

Lead Director Role

As Lead Director, Mr. O’Brien provides independence in TJX’s Board leadership through his review and approval of Board meeting agendas, his participation in management business review meetings, and his leadership of the independent directors. The responsibilities of this role include:

MANAGEMENT SUCCESSION PLANNING

The Board oversees our management succession planning. In addition to holding regularly scheduled sessions about management succession planning, the Board meets with senior leadership in both formal and informal settings, which provides visibility into our talent pipeline and broader exposure to the management of the company. This includes, for example, divisional leadership, heads of key operational functions, and other senior executives at the company.

2019 Proxy Statement    5

BOARD SERVICE AT TJX

Board Independence

Under our Corporate Governance Principles, at least two-thirds of the members of our Board should be independent. An independent director is one who the Board has affirmatively determined has no material relationship with TJX (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the company). To assist it in making its independence determination, the Board has adopted categorical independence standards in our Corporate Governance Principles that are based on the independence standards required by the New York Stock Exchange (NYSE) for its listed companies. As part of the Board’s annual review of director independence, the Board considers the Corporate Governance Committee’s independence assessment and recommendation. The Board also reviews and considers any transactions or relationships between any director or any member of his or her immediate family and TJX, in accordance with our Corporate Governance Principles (see Transactions with Related Persons, p. 14). To the extent there were any such relationships or transactions, the Board considers whether they are inconsistent with a determination that the director is independent.

As a result of this review, our Board unanimously determined that 9 directors of our current 11-member Board are independent: Zein Abdalla, Alan M. Bennett, Rosemary T. Berkery, David T. Ching, Michael F. Hines, Amy B. Lane, Jackwyn L. Nemerov, John F. O’Brien, and Willow B. Shire. In addition, José B. Alvarez, who served on our Board until June 2018, was previously determined to be independent. None of these directors had any relationship with TJX that implicated our categorical standards of independence. Carol Meyrowitz, as Executive Chairman, and Ernie Herrman, as Chief Executive Officer and President, are executive officers of TJX and are therefore not independent.

Board Diversity

As a global company with approximately 270,000 Associates at our fiscal year-end, we consider diversity to be part of who we are and core to our culture. At the Board level and throughout our organization, we strive to promote the benefits of fostering inclusion and leveraging differences. We seek to have a Board that represents diversity as to experience, gender, and ethnicity/race and that reflects a range of talents, ages, skills, viewpoints, professional experiences, and educational backgrounds to provide sound, expert, and prudent guidance on our operations, strategy, and interests.

The Corporate Governance Committee does not have a formal diversity policy that is applied when evaluating the suitability of individual Board nominees, but takes diversity, including gender, ethnic, racial, age, and geographic diversity, into account among the many factors it considers. Each individual is evaluated in the context of the Board as a whole, with the objective of recommending a group that the Committee believes can best continue the success of our business and represent shareholder interests through the exercise of sound judgment using its collective diversity of experience.

We value the many kinds of diversity reflected in our Board and director nominees.

6    The TJX Companies, Inc.

Board Composition

Board Assessment

The Board believes it is important to have highly engaged directors and that the Board’s skills and experience be aligned with the changing needs of the company for current and future business environments. Our Corporate Governance Committee oversees the annual performance evaluation of the Board as a whole, our Chairman, our independent Lead Director, and each of our individual directors.

Currently, this evaluation process includes self-assessments and peer review of individual directors and of the Board overall, including an assessment of skills and overall effectiveness; a consideration of the current and future needs of the Board; and opportunity for feedback on meeting topics, meeting format, and other administrative topics. In addition, each of our independent committees conducts an annual self-assessment of the committee and the chairman, with a process overseen by the Corporate Governance Committee. These evaluation processes are reviewed annually by the Corporate Governance Committee.

Director Qualifications and Nominations

The Corporate Governance Committee recommends to the Board individuals to be director nominees who, in the opinion of the Committee, have high personal and professional ethics, integrity, and values; have demonstrated ability and judgment; and will be committed to collectively serving the long-term best interests of our shareholders.

The Committee considers a range of factors when considering individual candidates. These factors include professional experience, particularly in light of our business and current needs for the Board, independence, and gender, ethnic, racial, age, and geographic diversity (discussed above). The Committee considers a candidate’s general understanding of the disciplines relevant to the success of a large, global, and complex publicly traded company in today’s business environment and understanding of our business and industry. The Committee seeks nominees who have established strong professional reputations with experience in substantive areas that are important to the long-term success of our business, such as:

2019 Proxy Statement    7

Finding Candidates. The Corporate Governance Committee’s process for identifying and evaluating candidates, including candidates recommended by shareholders, includes actively seeking qualified individuals using various means, for example, by reviewing lists of potential candidates, such as leaders of finance or other industries and chief executive officers of public companies; considering recommendations from a range of sources, such as the Board of Directors, management or other Associates, shareholders, and industry contacts; and engaging a third-party search firm to expand our search and assist in compiling information about possible candidates. Ms. Berkery, who is a nominee for election, was originally proposed for nomination by a member of our Board and was elected by our full Board in September 2018.

The Corporate Governance Committee has a policy for shareholder recommendations of candidates for director nominees, which is available on our website. Any shareholder may submit, in writing, one candidate for consideration for each shareholder meeting at which directors are to be elected. Shareholders wishing to recommend a candidate must submit the recommendation by a date not later than the 120th calendar day before the first anniversary of the date that we released our proxy statement to shareholders in connection with the previous year’s annual meeting. Recommendations should be sent to the Corporate Secretary of TJX:

Office of the Secretary/Legal Department

The TJX Companies, Inc.

770 Cochituate Road

Framingham, Massachusetts 01701

As described in the policy, a recommendation must provide specified information about the candidate as well as certifications from, and consents and agreements of, the candidate. The Corporate Governance Committee evaluates candidates for the position of director recommended by shareholders in the same manner as candidates from other sources. The Corporate Governance Committee will determine whether to interview any candidates and may seek additional information about candidates from third-party sources.

Majority Voting

Our by-laws provide for the election of directors in an uncontested election by a majority of the shares properly cast at the meeting. Our Corporate Governance Principles require any incumbent nominee for director to provide an irrevocable contingent resignation to the Corporate Secretary of TJX at least 14 days in advance of the distribution date for proxy solicitation materials for the shareholder meeting at which such director is expected to be nominated to stand for election. This resignation would be effective only if (a) the director fails to receive the requisite majority vote in an uncontested election and (b) the Board accepts the resignation. Our Corporate Governance Principles provide procedures for the consideration of this kind of resignation by the Board. Within 90 days of the date of the annual meeting of shareholders, the Board, with the recommendation of the Corporate Governance Committee, will act upon such resignation. In making its decision, the Board will consider the best interests of TJX and its shareholders and will take what it deems to be appropriate action, which may include accepting or rejecting the resignation or taking further measures to address those concerns that were the basis for the underlying shareholder vote.

Board Service Policies

Under our Corporate Governance Principles, directors who are CEOs of public companies should not serve on more than two boards of public companies besides their own, and no director should serve on more than five boards of public companies, including the TJX Board. Under our Audit Committee Charter, members of the Audit Committee should not serve on the audit committee of more than two other public companies. When a director’s principal occupation or business association changes during his or her tenure as a director, our Corporate Governance Principles provide that the director is required to tender his or her resignation from the Board, and the Corporate Governance Committee will recommend to the Board any action to be taken with respect to the resignation.

Stock Ownership Guidelines for Directors. Our Corporate Governance Principles provide that a non-employee director is expected to attain stock ownership with a fair market value equal to at least five times the annual retainer paid to the director within five years of initial election to the Board. As described further in the CD&A, our executive officers are also subject to stock ownership guidelines, which were revised during fiscal 2019. As of April 8, 2019, all of our directors and executive officers were in compliance with our ownership guidelines.

8    The TJX Companies, Inc.

Board Attendance. During fiscal 2019, our Board met five times. The independent directors also met separately at regularly scheduled executive sessions. It is our policy, included in our Corporate Governance Principles, that all directors standing for reelection are expected to attend the annual meeting of shareholders. All directors who stood for reelection at the 2018 Annual Meeting were in attendance.

BOARD COMMITTEES AND MEETINGS

The Board of Directors has five standing committees: Audit, Corporate Governance, Executive Compensation, Finance, and an Executive Committee, each described in more detail below. All members of the Audit, Corporate Governance, Executive Compensation, and Finance Committees are non-employee directors and meet the independence standards adopted by the Board in compliance with NYSE listing standards for that committee. The Executive Committee includes our Executive Chairman who is not independent. While each committee has specific, designated responsibilities, each committee may act on behalf of the entire Board to the extent designated by the respective charter or otherwise by the Board. The Corporate Governance Committee annually reviews and makes recommendations on the composition of our standing committees.

Our committees regularly invite all other Board members to join their meetings and, as necessary, otherwise report on their activities to the entire Board. Our Lead Director attended all committee meetings during fiscal 2019. The table below provides information about current membership and the meetings of these committees during fiscal 2019:

Each director attended at least 75% of all meetings of the Board and committees of which he or she was then a member.

AUDIT COMMITTEE

Mr. Hines, Chairman; Ms. Berkery; Mr. Ching; and Ms. Lane

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the company’s financial statements and assists the Board in its oversight of the integrity of the Company’s financial statements. The Audit Committee’s responsibilities include, among other things:

2019 Proxy Statement    9

As part of these responsibilities, in addition to assuring the regular rotation of the lead partner of the independent auditor, as required by law, the Audit Committee, including its Chairman, is involved in the selection of, and reviews and evaluates the performance of, the independent auditor, including the lead audit partner, and further considers whether there should be regular rotation of the audit function among firms. Please see the Audit Committee charter, available on our website, tjx.com, for further details.

CORPORATE GOVERNANCE COMMITTEE

Ms. Shire, Chairman; Mr. Abdalla; Mr. Ching; and Ms. Nemerov

The Corporate Governance Committee’s responsibilities include, among other things:

Please see the Corporate Governance Committee charter, available on our website, tjx.com, for further details.

EXECUTIVE COMPENSATION COMMITTEE

Mr. Bennett, Chairman; Ms. Berkery; Ms. Nemerov; and Ms. Shire

The ECC’s responsibilities include, among other things:

10    The TJX Companies, Inc.

Pursuant to its charter, the ECC may delegate its authority to a subcommittee or to such other person that the ECC determines is appropriate and is permitted by applicable law, regulations, and listing standards.

The ECC also reviews our compensation policies and practices for our Associates to determine whether they give rise to risks that are reasonably likely to have a material adverse effect on the company. See Compensation Program Risk Assessment, below.

Please see the ECC charter, available on our website, tjx.com, for further details.

FINANCE COMMITTEE

Ms. Lane, Chairman; Mr. Abdalla; Mr. Bennett; and Mr. Hines

The Finance Committee is responsible for reviewing and making recommendations to the Board relating to our financial activities and condition. The Finance Committee’s responsibilities include, among other things:

Please see the Finance Committee charter, available on our website, tjx.com, for further details.

EXECUTIVE COMMITTEE

Ms. Meyrowitz, Chairman; Ms. Lane; and Mr. O’Brien

The Executive Committee meets at such times as it determines to be appropriate and has the authority to act for the Board on specified matters during the intervals between meetings of the Board.

2019 Proxy Statement    11

COMPENSATION PROGRAM RISK ASSESSMENT

As part of our regular enterprise risk assessment process overseen by the Board and described above, we review the risks associated with our compensation plans and arrangements. In fiscal 2019, the ECC reviewed TJX’s Associate compensation policies and practices and determined that they do not give rise to risks that are reasonably likely to have a material adverse effect on TJX. The ECC’s assessment considered what risks could be created or encouraged by our executive and broad-based compensation plans and arrangements worldwide; how those potential risks are monitored, mitigated, and managed; and whether those potential risks are reasonably likely to have a material adverse effect on TJX.

The assessment was led by our Chief Risk and Compliance Officer, whose responsibilities include leadership of our enterprise risk management process, and included consultation with and input from, among others, executive officers, human resources senior management, finance senior management, the ECC’s independent compensation consultant, and internal and external legal counsel. The assessment considered, among other things, factors intended to mitigate risk at TJX, including:

The assessment also considered the balance of potential risks and rewards related to our compensation programs and the role of those programs in implementing our corporate strategy.

CODES OF CONDUCT AND ETHICS AND OTHER POLICIES

Global Code of Conduct. We have a Global Code of Conduct that sets out our expectations that Associates conduct business with honesty and integrity and treat others with dignity and respect. Our Global Code of Conduct prohibits harassment, discrimination, and retaliation and addresses professional conduct, including employment policies, ethical business dealings, conflicts of interest, confidentiality, intellectual property rights, and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. We have a TJX helpline to allow Associates to voice any concerns. We also have procedures for Associates to report complaints regarding accounting and auditing matters, which are available on our website, tjx.com.

Code of Ethics for TJX Executives and Director Code of Business Conduct and Ethics. As noted above, we have a Director Code of Business Conduct and Ethics that is designed to promote honest and ethical conduct; compliance with applicable laws, rules, and regulations; and the avoidance of conflicts of interest for our Board members. We also have a Code of Ethics for TJX Executives governing our Executive Chairman, Chief Executive Officer and President, Chief Financial Officer, and other senior operating, financial, and legal executives. The Code of Ethics for TJX Executives is designed to ensure integrity in our financial reports and public disclosures. We intend to disclose any future amendments to, or waivers from, the Code of Ethics for TJX Executives and the Director Code of Business Conduct and Ethics, as required, within four business days of the waiver or amendment through a posting on our website or by filing a Current Report on Form 8-K with the Securities and Exchange Commission, or SEC.

ONLINE AVAILABILITY OF INFORMATION

Our Corporate Governance Principles, Global Code of Conduct, Code of Ethics for TJX Executives, Director Code of Business Conduct and Ethics, and charters for our Audit, Corporate Governance, Executive, Executive Compensation, and Finance Committees are available on our website, tjx.com, in the Investors section under Governance: Governance Documents. Information appearing on tjx.com is not a part of, and is not incorporated by reference in, this proxy statement.

12    The TJX Companies, Inc.

CORPORATE RESPONSIBILITY

For more than four decades, we have been focused on offering our customers a rapidly changing assortment of merchandise at excellent value, which for us is a combination of brand, fashion, price, and quality, every day. We believe it is important to operate and execute our off-price business model responsibly, ethically, and with integrity.

Our evolving global corporate responsibility efforts reflect our core values of honesty, integrity, and treating others with dignity and respect, as well as our ‘smart for business, good for the world’ thinking. In reporting these programs to our stakeholders – our Associates, customers, communities, vendors, and shareholders – we categorize our efforts under four pillars:

We remain focused on enhancing our programs while delivering great value to our customers. To learn more about our evolving efforts, please visit the Responsibility section of our website at tjx.com/responsibility.

2019 Proxy Statement    13

COMMUNICATING WITH OUR BOARD

We are interested in hearing from our shareholders and communicate regularly with shareholders throughout the year. Security holders and other interested parties may communicate directly with our Board, the non-management directors or the independent directors as a group, the Lead Director, or any other specified individual director or directors.

To contact us, address your correspondence to the individual or group you would like to reach and send it to us, c/o the Corporate Secretary, who will forward these communications to the appropriate group or individual:

Office of the Secretary/Legal Department

The TJX Companies, Inc.

770 Cochituate Road

Framingham, Massachusetts 01701

Shareholders and others can communicate complaints regarding accounting, internal accounting controls, or auditing matters by writing to the Audit Committee, c/o Corporate Internal Audit Director, The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701.

TRANSACTIONS WITH RELATED PERSONS

Under its charter, the Corporate Governance Committee is responsible for reviewing and approving or ratifying any transaction in which, in addition to TJX, any of our directors, director nominees, executive officers (or their immediate family members), or any greater than 5% shareholders (or their immediate family members) is a participant and has a direct or indirect material interest, as provided under SEC rules. In the course of reviewing potential related person transactions, the Corporate Governance Committee considers the nature of the related person’s interest in the transaction; the presence of standard prices, rates, or charges or terms otherwise consistent with arms-length dealings with unrelated third parties; the materiality of the transaction to each party; the reasons for TJX entering into the transaction with the related person; the potential effect of the transaction on the status of a director as an independent, outside, or disinterested director or committee member; and any other factors the Corporate Governance Committee may deem relevant. Our General Counsel’s office is primarily responsible for the implementation of processes and procedures for screening potential transactions and providing information to the Corporate Governance Committee. During fiscal 2019, a sister-in-law of Mr. Sherr and a daughter of Ms. Meyrowitz were employed by TJX. They received compensation from us for fiscal 2019 and the beginning of fiscal 2020 totaling approximately $306,435 and $149,785, respectively, consistent with other Associates at their levels and responsibilities. They also participated in company benefit plans generally available to similarly situated Associates. As described below in the Beneficial Ownership section, The Vanguard Group, Inc. reported that it was the beneficial owner of more than 5% of TJX’s outstanding common stock. TJX expects to pay The Vanguard Group, Inc. and its affiliates approximately $2,288,366 for services primarily provided during fiscal 2019 and the first quarter of fiscal 2020 in connection with TJX’s retirement savings plans (including recordkeeping, trustee, and related services). Our Corporate Governance Committee discussed and approved or ratified these transactions, consistent with our review process described above.

AUDIT COMMITTEE REPORT

The Audit Committee operates in accordance with a written charter adopted by the Board and reviewed annually by the Committee. We are responsible for overseeing the quality and integrity of TJX’s accounting, auditing and financial reporting practices. The Audit Committee is composed solely of members who are independent, as defined by the NYSE and TJX’s Corporate Governance Principles. Further, the Board has determined that two of our members (Mr. Hines and Ms. Lane) are audit committee financial experts as defined by the rules of the SEC.

14    The TJX Companies, Inc.

We met 10 times during fiscal 2019, including 4 meetings held with TJX’s Chief Financial Officer, Corporate Controller, Corporate Internal Audit Director and PricewaterhouseCoopers LLP, or PwC, TJX’s independent registered public accounting firm, prior to the public release of TJX’s quarterly and annual earnings announcements in order to discuss the financial information contained in the announcements. Management has the responsibility for the preparation of TJX’s financial statements, and PwC has the responsibility for the audit of those statements.

We took numerous actions to discharge our oversight responsibility with respect to the audit process. We reviewed and discussed the audited financial statements of TJX as of and for fiscal 2019 with management and PwC. We received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the independent accountant’s communications with the audit committee concerning independence and the potential effects of any disclosed relationships on PwC’s independence and discussed with PwC its independence. We discussed with management, the internal auditors, and PwC TJX’s internal control over financial reporting and management’s assessment of the effectiveness of internal control over financial reporting and the internal audit function’s organization, responsibilities, budget, and staffing. We reviewed with both PwC and our internal auditors their audit plans, audit scope and audit results.

We reviewed and discussed with PwC communications required by the Standards of the PCAOB (United States), as described in PCAOB Auditing Standard 1301, “Communication with Audit Committees,” and, with and without management present, discussed and reviewed the results of PwC’s examination of TJX’s financial statements. We also discussed the results of the internal audit examinations with and without management present.

Based on these reviews and discussions with management and PwC, we recommended to the Board that TJX’s audited financial statements be included in its Annual Report on Form 10-K for fiscal 2019 for filing with the SEC. We also have selected PwC as the independent registered public accounting firm for fiscal 2020, subject to ratification by TJX’s shareholders.

Audit Committee

Michael F. Hines, Chairman

Rosemary T. Berkery

David T. Ching

Amy B. Lane

AUDITOR FEES

The aggregate fees that TJX was billed for professional services rendered by PwC for fiscal 2019 and fiscal 2018 were:

2019 Proxy Statement    15

The Audit Committee is responsible for the audit fee negotiations associated with the company’s retention of PwC. The Audit Committee pre-approves all audit services and all permitted non-audit services by PwC, including engagement fees and terms. The Audit Committee has delegated the authority to take such action between meetings to the Audit Committee chairman, who reports the decisions made to the full Audit Committee at its next scheduled meeting.

Our policies prohibit TJX from engaging PwC to provide any services relating to bookkeeping or other services related to accounting records or financial statements, financial information system design and implementation, appraisal or valuation services, fairness opinions or contribution-in-kind reports, actuarial services, internal audit outsourcing, any management function, legal services or expert services not related to audit, broker-dealer, investment adviser, or investment banking services, or human resource consulting. In addition, the Audit Committee evaluates whether TJX’s use of PwC for permitted non-audit services is compatible with maintaining PwC’s independence. The Audit Committee concluded that PwC’s provision of non-audit services, which were approved in advance, was compatible with their independence.

16    The TJX Companies, Inc.

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees and Their Qualifications

The individuals listed below have been nominated and are standing for election at this year’s Annual Meeting. If elected, they will hold office until our 2020 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

Please see the Board Service at TJX section, above, for additional information about director qualifications and how we assess our nominees and consider Board composition. In addition, we have highlighted qualifications for each director in the individual biographies below. We believe that all our nominees possess the professional and personal qualifications necessary for service on our Board. Ms. Berkery was elected by our Board in September and all of our other nominees were previously elected to the Board by our shareholders.

Our Board of Directors unanimously recommends that you vote FOR the election of each of the nominees.

		Zein Abdalla, 60 Director since 2012   Member of Corporate Governance Committee and Finance Committee
Experience and Qualifications: Mr. Abdalla was the President of PepsiCo, Inc., a leading global food, snack, and beverage company, from September 2012 through his retirement in December 2014, prior to which he served as CEO of PepsiCo Europe, a division of PepsiCo, starting in November 2009 and as President, PepsiCo Europe Region starting in January 2006. Mr. Abdalla previously held a variety of senior positions at PepsiCo since he joined that company in 1995, including as General Manager of PepsiCo’s European Beverage Business, General Manager of Tropicana Europe, and Franchise Vice President for Pakistan and the Gulf region.   Mr. Abdalla’s executive experience with a large global company has given him expertise in corporate management, including in emerging markets, operations, brand management, distribution, and global strategy.   Mr. Abdalla is also a director of Cognizant Technology Solutions Corporation.

		Alan M. Bennett, 68 Director since 2007   Chairman of Executive Compensation Committee, Member of Finance Committee
Experience and Qualifications: Mr. Bennett served as the President and Chief Executive Officer of H&R Block, Inc., a tax services provider, from July 2010 until his retirement in May 2011 and was previously Interim Chief Executive Officer from November 2007 through August 2008. He was Senior Vice President and Chief Financial Officer and a Member of the Office of the Chairman of Aetna Inc., a diversified healthcare benefits company, from 2001 to 2007, and previously held other senior financial management positions at Aetna after joining in 1995. Mr. Bennett held various senior management roles in finance and sales/marketing at Pirelli Armstrong Tire Corporation, formerly Armstrong Rubber Company, from 1981 to 1995 and began his career with Ernst & Ernst (now Ernst & Young LLP).   Mr. Bennett’s senior leadership roles in two significant financial businesses provide him with executive experience in managing very large businesses and change management as well as financial expertise including financial management, taxes, accounting, controls, finance, and financial reporting.   Mr. Bennett is also a director of Halliburton Company and Fluor Corporation.

2019 Proxy Statement    17

		Rosemary T. Berkery, 66 Director since September 2018   Member of Audit Committee and Executive Compensation Committee
Experience and Qualifications: Ms. Berkery was Chairman of UBS Bank USA and Vice Chairman of UBS Wealth Management Americas, a bank and wealth management firm, from March 2010 until April 2018, also serving as CEO of UBS Bank USA from March 2010 to December 2015. Before joining UBS, she held a variety of roles over more than 25 years at Merrill Lynch & Co., Inc., until her departure in January 2009, including Executive Vice President and General Counsel from 2001 and Vice Chairman from 2007.   Her long career as a senior executive in the financial services industry provides her with expertise in finance, investment strategies, and management of complex organizations, as well as significant experience in governance, compliance, and risk assessment and oversight.   Ms. Berkery is also a director of Fluor Corporation.

		David T. Ching, 66 Director since 2007   Member of Audit Committee and Corporate Governance Committee
Experience and Qualifications: Mr. Ching was Senior Vice President and Chief Information Officer for Safeway Inc., a food and drug retailer, from 1994 to January 2013 and has consulted through DTC Associates LLC, focusing on management consulting and technology services, since 2013. Previously, Mr. Ching was the General Manager for British American Consulting Group, a software and consulting firm focusing on the distribution and retail industry. He also worked for Lucky Stores Inc., a subsidiary of American Stores Company from 1979 to 1993, including serving as the Senior Vice President of Information Systems.   Mr. Ching’s strong technological experience and related management positions in the retail industry provide him expertise including in information systems, information security and controls, technology implementation and operation, reporting, and distribution in the retail industry.

		Ernie Herrman, 58 Director since 2015   Chief Executive Officer and President
Experience and Qualifications: Mr. Herrman has been Chief Executive Officer of TJX since January 2016, a director since October 2015, and President since January 2011. He served as Senior Executive Vice President, Group President from August 2008 to January 2011, with responsibilities for Marmaxx, HomeGoods, and TJX Canada; President of Marmaxx from 2005 to 2008; and Senior Executive Vice President, Chief Operating Officer of Marmaxx from 2004 to 2005. From 1989 to 2004, he held various merchandising positions with TJX.   As Chief Executive Officer and President of TJX, and through the many other positions Mr. Herrman has held with the Company, Mr. Herrman has a deep understanding of TJX and broad experience in all aspects of off-price retail, including merchandising, management, leadership development, business strategy, international operations, marketing, real estate, buying, and distribution.

18    The TJX Companies, Inc.

		Michael F. Hines, 63 Director since 2007   Chairman of Audit Committee, Member of Finance Committee
Experience and Qualifications: Mr. Hines served as Executive Vice President and Chief Financial Officer of Dick’s Sporting Goods, Inc., a sporting goods retailer, from 1995 to March 2007. From 1990 to 1995, he held management positions with Staples, Inc., an office products retailer, most recently as Vice President, Finance. Mr. Hines spent 12 years in public accounting, the last eight years with the accounting firm Deloitte & Touche LLP.   Mr. Hines’ experience as a financial executive and certified public accountant provides him with expertise in the retail industry including accounting, controls, financial reporting, tax, finance, risk management, and financial management.   Mr. Hines is also a director of GNC Holdings, Inc. and Dunkin’ Brands Group, Inc.

		Amy B. Lane, 66 Director since 2005   Chairman of Finance Committee, Member of Audit Committee
Experience and Qualifications: Ms. Lane was a Managing Director and Group Leader of the Global Retailing Investment Banking Group at Merrill Lynch & Co., Inc., from 1997 until her retirement in 2002. Ms. Lane previously served as a Managing Director at Salomon Brothers, Inc., where she founded and led the retail industry investment banking unit.   Ms. Lane’s experience as the leader of two investment banking practices covering the global retailing industry has given her substantial experience with financial services, capital markets, finance and accounting, capital structure, acquisitions, and divestitures in that industry as well as management, leadership, and strategy.   Ms. Lane is also a director of GNC Holdings, Inc., NextEra Energy, Inc., and a member of the board of trustees of Urban Edge Properties.

		Carol Meyrowitz, 65 Director since 2006   Executive Chairman of the Board
Experience and Qualifications: Ms. Meyrowitz has been Executive Chairman of the Board since January 2016 and a director since September 2006. She served as Chairman of the Board from June 2015 to January 2016 and as Chief Executive Officer of TJX from January 2007 to January 2016. In previous roles, Ms. Meyrowitz served as President of TJX from October 2005 to January 2011, Senior Executive Vice President of TJX from 2004 until January 2005, Executive Vice President of TJX from 2001 to 2004, and President of Marmaxx from 2001 to January 2005. From January 2005 until October 2005, she was employed in an advisory role for TJX and consulted for Berkshire Partners LLC, a private equity firm. From 1983 to 2001, Ms. Meyrowitz held various senior management and merchandising positions with Marmaxx and with Chadwick’s of Boston and Hit or Miss, former divisions of TJX.   As Executive Chairman of the Board of TJX, and through the many other positions Ms. Meyrowitz has held with TJX, Ms. Meyrowitz has a deep understanding of TJX and broad experience in all aspects of off-price retail, including innovation, business strategy, buying, distribution, marketing, real estate, finance and accounting, and international operations.   Ms. Meyrowitz was also a director of Staples, Inc. from 2007 to 2017.

2019 Proxy Statement    19

		Jackwyn L. Nemerov, 67 Director since 2016   Member of Corporate Governance Committee and Executive Compensation Committee
Experience and Qualifications: Ms. Nemerov was the President and Chief Operating Officer of Ralph Lauren Corporation, a global leader in premium lifestyle products, from November 2013 until November 2015. She served as Executive Vice President of Ralph Lauren Corporation from September 2004 until October 2013 and was a member of Ralph Lauren Corporation’s board of directors from 2007 until September 2015. Prior to her tenure there, she held multiple positions in the retail industry, including President and Chief Operating Officer of the Jones Apparel Group from 1998 to 2002.   Ms. Nemerov’s extensive retail, brand management and operations experience, as well as her related management positions in the apparel and retail industry, provide her with valuable expertise in supply chain management, manufacturing, merchandising, and licensing in the retail industry.

		John F. O’Brien, 76 Director since 1996   Independent Lead Director
Experience and Qualifications: Mr. O’Brien is the retired Chief Executive Officer and President of Allmerica Financial Corporation (now The Hanover Insurance Group, Inc.), an insurance and diversified financial services company, holding those positions from 1995 to 2002. Mr. O’Brien previously held executive positions at Fidelity Investments, an asset management firm, including Group Managing Director of FMR Corporation, Chairman of Institutional Services Company, and Chairman of Brokerage Services, Inc.   Mr. O’Brien has substantial executive experience with two financial services businesses, providing him with expertise including general management and oversight with respect to strategy, financial planning, insurance, operations, finance, and capital structure.   Mr. O’Brien is also a director of Cabot Corporation and a director of LKQ Corporation. He served as a director of a family of registered mutual funds managed by BlackRock, Inc., an investment management advisory firm, from 2004 until December 2018.

20    The TJX Companies, Inc.

BENEFICIAL OWNERSHIP

The following table shows, as of April 8, 2019, the number of shares of our common stock beneficially owned by each director/ director nominee and executive officer named in the Summary Compensation Table and all directors and executive officers as a group:

The total number of shares beneficially owned by each individual and by the group above constitutes, in each case, less than 1% of the outstanding shares of TJX. The amounts above reflect sole voting and investment power except as noted. The shares listed in the table above reflect the two-for-one stock split effected November 6, 2018 and include:

Shares listed do not include the following, if not scheduled to vest within 60 days of April 8, 2019: unvested performance-based deferred share awards, performance share unit awards, and restricted stock unit awards.

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The following table shows, as of April 8, 2019, each person known by us to be the beneficial owner of more than 5% of our outstanding common stock:

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires our directors and executive officers to file reports of holdings and transactions in our common stock with the SEC and the NYSE. To facilitate compliance, we have undertaken the responsibility to prepare and file these reports on behalf of our officers and directors. Based on our records and other information, all reports for fiscal 2019 were timely filed.

22    The TJX Companies, Inc.

COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Discussion and Analysis (CD&A) describes the objectives and elements of TJX’s executive compensation program, the related processes of our Executive Compensation Committee (ECC), and the fiscal 2019 compensation for our Named Executive Officers (NEOs):

WHERE WE ARE TODAY

TJX is the leading international off-price apparel and home fashions retailer. We have a long successful track record of strong financial performance, including 23 consecutive years of annual comparable store sale increases, and an executive team with deep experience in off-price retail. Having a highly engaged senior leadership team with the ability to execute our distinctive and flexible business model has been critical to our strong performance over many years.

Our fiscal 2019 executive compensation program reflects important changes to the design of our program, which our ECC approved after extensive shareholder outreach and engagement during fiscal 2018.

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HIGHLIGHTS OF OUR FISCAL 2019 EXECUTIVE COMPENSATION PROGRAM

2019 TARGET TOTAL COMPENSATION PAY MIX

Our fiscal 2019 program maintains an emphasis on long-term performance incentives, which represent the largest percentage of target total compensation for our NEOs. Although the pay mix was updated for fiscal 2019, the total target grant value of long-term incentives for our CEO and Executive Chairman did not increase as compared to fiscal 2018. The charts below show the mix of fiscal 2019 target total compensation for our CEO and our other NEOs.

Additional details about the elements of our program can be found below starting on p. 31.

2019 PERFORMANCE METRICS

Our incentive plan metrics are intended to align with our long-term business strategy, and our fiscal 2019 program had a new mix of performance measures that seek to balance growth, profitability, and returns:

Additional details about these metrics and how they are used in our program are included below, starting on p. 31.

EMPHASIS ON PERFORMANCE INCENTIVES

Our PSU awards were new for fiscal 2019 and comprised the largest component of target total compensation for our NEOs. The design of our new PSU program added additional rigor and increased the pay sensitivity of our long-term performance incentives, compared to the design of our previous performance-based stock awards (PBSAs). The number of PSUs eligible to vest will be reduced for performance below target, and a higher threshold level of performance is required for any PSUs to vest, as compared to our prior PBSAs.

* Performance level for PSUs is expressed as a percent of target based on EPS at the end of the fiscal 2019-2021 performance period, which corresponds to the target EPS CAGR goal for the period.

24    The TJX Companies, Inc.

HIGHLIGHTS OF OUR COMPENSATION GOVERNANCE

Our practices, highlighted in the table below, reflect the ECC’s focus on strong and effective governance:

SHAREHOLDER OUTREACH AND ECC RESPONSIVENESS

Our executive compensation program for fiscal 2019 reflects an extensive shareholder outreach initiative led by the ECC during fiscal 2018 in response to the results of our say-on-pay vote in 2017. Before the ECC approved the new program design for fiscal 2019, we sought initial feedback from shareholders, worked to redesign our program based on the initial feedback, and then sought additional feedback on potential design changes from our shareholders. We reached out to shareholders representing over 50% of shares outstanding, and held discussions with more than 37% of shares outstanding and with proxy advisory firms. The entire process was overseen by the ECC between May 2017 and April 2018. We believe our shareholders strongly supported the changes to our fiscal 2019 executive compensation program, consistent with the results of our say-on-pay vote in 2018 where we received 90% support (compared to 58% in 2017).

During fiscal 2019, we continued our outreach to shareholders on executive compensation matters and the key features of our new program. The ECC also undertook a review of our compensation recovery and forfeiture practices following a 2018 shareholder vote on our clawback policy, as discussed below on p. 40.

FOCUS ON GOAL SETTING

Each year, the ECC establishes goals for our incentive plans that are tied to our strategic planning process and derived from annual and multi-year business plans that are reviewed with and overseen by our Board. Our incentive plan targets are generally set at levels that align with the financial guidance we provide to investors and are intended to be challenging but reasonably achievable. Historically, this process has resulted in incentive plan goals that demonstrate the rigor of our program over time:

THOUGHTFUL DECISION MAKING PROCESS

In overseeing executive compensation and making compensation decisions throughout the year, the ECC follows a thoughtful and deliberate approach that considers a variety of important qualitative and quantitative factors and seeks to balance potential business risk, performance, and rewards. The annual process includes competitive analysis, market checks, executive assessments, an annual compensation risk assessment, and input from an independent compensation consultant that has been engaged by and reports directly to the ECC. (See The Decision Making Process, starting on p. 28, for more information.)

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FISCAL 2019 REVIEW

Our fiscal 2019 results reflect strong execution of our business plan and growth strategies, as we increased annual comparable store sales in all divisions, primarily driven by strong customer traffic gains, and grew our store base globally while we maintained focus on driving profitable sales, reinvesting in the business, managing expenses, and returning value to shareholders.

FISCAL 2019 BUSINESS REVIEW

Our EPS growth continued in fiscal 2019, and our long-term total shareholder return growth rates and annual sales growth continued to be strong relative to our fiscal 2019 peer group (detailed below under The Role of Our Peer Group).

26    The TJX Companies, Inc.

FISCAL 2019 INCENTIVE PLAN PERFORMANCE

Our strong business performance in fiscal 2019 led to the following results under our performance-based incentive plans.

For more detail about plan goals and payout mechanics and definitions of Pre-tax Income for MIP, Total Sales for MIP, and Pre-tax Income for LRPIP, see Annual Cash Incentives: Management Incentive Plan (MIP) starting on p. 33 and Long-Term Incentives starting on p. 34.

CEO TOTAL DIRECT COMPENSATION

The chart below shows the total direct compensation¹ of our CEO for fiscal 2019, including results of our cash incentive payouts, compared to fiscal 2017 and fiscal 2018.

¹ Total direct compensation for each fiscal year consists of the following elements: base salary, earned cash incentives (MIP and LRPIP with performance periods ending in the fiscal year), and the grant date fair value of equity incentives granted during the fiscal year (PSUs and RSUs for fiscal 2019 and PBSAs and stock options for fiscal 2017 and fiscal 2018). PBSA and stock option grants have been eliminated from the program as of fiscal 2019.

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THE DECISION MAKING PROCESS

THE ROLE OF THE EXECUTIVE COMPENSATION COMMITTEE

The ECC, a committee of our Board of Directors composed entirely of independent directors, oversees the compensation of our executive officers, including the NEOs. In determining the overall level of executive compensation and establishing the design and mix of specific elements, the ECC considers a number of quantitative and qualitative factors, including:

The ECC approaches executive compensation as part of the overall strategic framework for total rewards at TJX. This framework applies to all TJX Associates and reflects our global total rewards principles, which include sharing in the success of the company, encouraging teamwork and collaboration across a diverse workforce, and being fair and equitable.

The ECC consults with and reviews data from an independent compensation consultant (discussed further below) to assess the overall competitiveness of our NEOs’ compensation and our executive compensation program and to determine the appropriate levels and the mix of individual compensation components.

In addition to any special actions the ECC may take throughout the year, the ECC typically reviews and approves the elements of our NEOs’ compensation using the following general process:

THE ROLE OF EXECUTIVES

Our executive officers play a limited role in determining executive compensation. The ECC may invite our executive officers to attend portions of its meetings, discuss business and organizational strategies with the Board, and review with the Board the annual and multi-year business plans for TJX and our divisions. These business plans form the basis for the performance targets for our short- and long-term incentive plans, and those targets are approved by the ECC. The ECC also receives individual performance evaluations of our CEO and Executive Chairman from the Corporate Governance Committee (which does not make executive compensation recommendations). For each of our other NEOs, the CEO makes compensation recommendations to the ECC based in part on individual annual performance evaluations of these executives. Individual performance evaluations take into account the NEO’s individual responsibilities, performance, self-assessments, and support of TJX’s cultural values. The ECC considers these executives’ performance evaluations and the CEO’s recommendations, among other factors, in establishing compensation for our NEOs.

28    The TJX Companies, Inc.

THE ROLE OF OUR PEER GROUP

The ECC uses peer group data to inform its compensation decision-making for our NEOs. The ECC annually assesses the composition of this peer group. During fiscal 2018, the ECC considered what would be an appropriate peer group to be used to provide context for making compensation decisions for fiscal 2019. After consultation with Pearl Meyer & Partners, LLC (Pearl Meyer), the ECC determined that the following group of 16 large, publicly traded consumer-oriented companies listed below would continue to be appropriate to use for fiscal 2019.

FY19 Peer Companies

The ECC evaluated the peer group for fiscal 2019 and determined that it continued to be appropriate after taking into account TJX’s growth and global operations, coupled with challenges facing smaller peers in the domestic retail industry. The ECC considered criteria beyond standard industry classifications in constructing and evaluating the peer group, including:

The ECC approved the fiscal 2019 peer group based on the analysis described above. At the time of the peer group evaluation for fiscal 2019, TJX was, and as of the end of fiscal 2019 continued to be, above the peer group median in both revenue and market cap, and the ECC believed that the fiscal 2019 peer group was an appropriate comparator group for TJX in terms of size, industry, business focus and overall complexity of operations, channels and customer focus. For comparisons of TJX performance to the fiscal 2019 peer group through the end of fiscal 2019, see Fiscal 2019 Business Review on p. 26.

The ECC uses peer group data to inform the competitiveness of NEO compensation and to evaluate program design, marketplace practices, and the relationship of pay and performance on a relative basis. The ECC believes that peer group data provides important context for its compensation decisions. At the same time, the ECC recognizes that our off-price retail business model, in combination with our size and global focus, is distinct from other companies. The ECC does not rely on strict benchmarking or target any element of NEO compensation by reference to any specified level of compensation within the peer group. The ECC has also supplemented peer group data from time to time with additional case studies and market data to provide further context for its compensation decisions.

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THE ROLE OF COMPENSATION CONSULTANTS

The ECC engaged Pearl Meyer to serve as the independent compensation consultant to the ECC for fiscal 2019. Pearl Meyer attended all of the ECC’s meetings during the fiscal year and was available to the ECC on an ongoing basis throughout the year. Pearl Meyer provided industry, peer, and market data and advised the ECC on a variety of matters, including the design and competitive positioning of key compensation elements (base salary, annual bonus, and long-term cash and equity incentives) and our new fiscal 2019 compensation program for our NEOs and other senior management; short-term and long-term relationships between NEO pay and corporate performance relative to our peers; the establishment and evaluation of a compensation peer group; employment agreement terms, severance arrangements and our Executive Severance Plan, and compensation forfeiture and recovery policies and practices; aggregate equity program usage; and updates on practices, trends, and regulatory developments as well as on other pay-related matters. The ECC used this information and advice from Pearl Meyer as a reference in making its executive compensation decisions and determinations about the design, overall level and mix of compensation, plan metrics, goals and formulas, and individual compensation components, including benefits and perquisites.

Pearl Meyer did not perform any services for TJX other than work for or requested by the ECC and for the Corporate Governance Committee on director compensation. Pearl Meyer reported directly to the ECC, which determined the scope and terms of Pearl Meyer’s engagement.

The ECC regularly reviews the services provided to the ECC by outside consultants. During fiscal 2019, the ECC reviewed its existing relationship with Pearl Meyer, including potential conflicts of interest, and determined that Pearl Meyer’s work for the ECC did not raise any conflicts of interest and that Pearl Meyer continued to be an independent advisor to the ECC.

30    The TJX Companies, Inc.

FISCAL 2019 EXECUTIVE COMPENSATION PROGRAM

Program elements: Our fiscal year 2019 executive compensation program consisted of base salary and annual and long-term incentives as summarized below.

Our program also includes health and welfare, deferred compensation, and retirement benefits, as well as limited perquisites. See Other Compensation Practices and Considerations starting on p. 38.

Performance metrics: The ECC conducted an in-depth review of compensation-related performance measures during fiscal 2018 and, after careful consideration, determined that the fiscal 2019 program for our NEOs would include the following mix of metrics:

2019 Proxy Statement    31

Incentive plan goal setting: As described above on p. 25, each year the ECC sets objective business performance targets and the amounts payable at different levels of performance under each of our incentive plans. At the time the goals are established, the ECC considers a variety of qualitative and quantitative factors, including:

The goals for our MIP, LRPIP and PSU incentive programs reflect the company’s strategic planning for the next fiscal year or three-year period, as applicable, and are built from our business plans, including long-term growth goals, for our divisions. The ECC believes that the targets for each of these incentive plans are challenging but reasonably achievable and that the payout formulas reflect an appropriate degree of pay-for-performance sensitivity, taking into account the factors described above.

As part of the goal-setting process, at the time the goals are established, the ECC also establishes definitions of the applicable financial metrics (including, for example, planned exchange rates for foreign currency translation) and automatic adjustments (including, for example, for unplanned changes in accounting standards, acquisitions, or dispositions) that would apply during the performance period. The ECC uses these definitions and adjustments to better align our incentive plans with how we evaluate our business operations and trends and, in some cases, to allow certain strategic decisions to be made in the long-term interests of TJX without influencing or being influenced by incentive plan results. The effect of these items on our incentive plan results is included below under Annual Cash Incentives: Management Incentive Plan (MIP) and Long-Term Incentives: Long Range Performance Incentive Plan (LRPIP). The ECC has not made any discretionary increases to incentive plan payouts for our NEOs in recent years.

Base Salary

Base salaries provide competitive, fixed compensation to attract and retain our executives and to reflect individual responsibilities, performance, experience, and value in the marketplace. Base salaries are typically reviewed on an annual basis in connection with individual performance evaluations and may be reviewed in connection with new employment agreements, new positions, or other organizational changes. For fiscal 2019, the ECC approved salary increases as part of our annual individual performance and salary review process for each of our NEOs, other than Mr. Herrman and Ms. Meyrowitz, who did not receive salary increases for fiscal 2019. Salary reviews are based on various factors, including an assessment of individual performance and responsibilities, our prior year performance, contractual obligations, and overall competitiveness of compensation.

32    The TJX Companies, Inc.

Annual Cash Incentives: Management Incentive Plan (MIP)

The objective of the annual cash incentive awards made under our MIP is to motivate our NEOs and other key Associates to achieve or exceed fiscal year performance targets set in advance by the ECC.

Key Features of MIP:

Performance goals and results for fiscal 2019: For fiscal 2019, the ECC determined that adjusted annual pre-tax income (referred to as Pre-tax Income for MIP) and adjusted total annual sales (referred to as Total Sales for MIP) would be appropriate and effective measures for our NEOs’ MIP awards.

Our NEOs’ fiscal 2019 MIP award opportunities were based on the aggregate of all divisional MIP goals, which we refer to as the corporate goals. As a result of the goal-setting process described above in the Incentive plan goal setting section, the ECC established a fiscal 2019 Pre-tax Income for MIP target that was higher than the prior year’s target and actual results under MIP, and a fiscal 2019 Total Sales for MIP target that was higher than the prior year’s actual sales, in each case on an absolute and constant currency basis.

The fiscal 2019 MIP performance levels and corresponding payout percentages are shown below, including the performance targets, thresholds (the level of performance at or below which no payout would be made), and maximums (the level at or above which the award payout would be the maximum under the award terms). After the end of fiscal 2019, our actual performance was measured against the performance target and MIP performance results were certified by the ECC.

Fiscal 2019 MIP Goals and Results¹

(Pre-Tax Income for MIP and Total Sales for MIP in 000s)

2019 Proxy Statement    33

Award opportunities and payouts: Each MIP award has a target award opportunity, expressed as a percentage of the individual’s base salary earned during the fiscal year. The ECC approved these individual award opportunities at the beginning of fiscal 2019 based on a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, individual responsibilities, and contractual obligations. The fiscal 2019 MIP award earned by each NEO was determined by applying the corporate MIP payout percentage of 158.44% to the individual’s target award opportunity, as shown below.

Fiscal 2019 MIP Opportunities and Payouts

Long-Term Incentives

One of the key objectives of our long-term incentive program is to strengthen the retention and stability of our leadership team, which has been a critical factor for the success of TJX. We use a mix of long-term vehicles to incentivize our executives, foster teamwork to drive execution of our business goals, and align the interests of our executives with the interests of our shareholders. Our fiscal 2019 long-term incentive program for our NEOs consisted of PSUs, RSUs and LRPIP and was heavily weighted toward objective performance-based compensation:

LONG-TERM EQUITY INCENTIVES

Key Features of Fiscal 2019 Equity Grants:

Equity awards are granted under our Stock Incentive Plan (SIP) and generally granted at our regularly scheduled ECC meetings, held at approximately the same times each year.

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Performance Share Units (PSUs) and Restricted Stock Units (RSUs)

Fiscal 2019 PSUs. For fiscal 2019, PSUs made up the largest portion of target long-term incentives for our NEOs. PSUs granted in fiscal 2019 will be earned based on the achievement of challenging EPS compound annual growth rate (CAGR) goals measured at the end of a three-year performance cycle (fiscal 2019-2021). The new PSUs will also be subject to a downward ROIC modifier, which means that if the company does not achieve its ROIC goals, award payouts would be adjusted downward by 20%.

The EPS growth target goal for fiscal 2019-2021 is aligned with our long range business plan and reflects meaningful growth over the three-year period. The threshold level reflects the minimum level of growth during the three-year period for any payout, and the maximum level is intended to be a significant stretch goal for the period. The ROIC modifier is intended to ensure that a full payout based on EPS results would be made only if we also generate meaningful capital returns over the three-year period. Consistent with our past disclosure practice, we plan to provide additional detail about the fiscal 2019-2021 performance goals once the performance cycle is complete.

Fiscal 2019 RSUs. NEOs were awarded RSUs in fiscal 2019 that are generally scheduled to vest in full three years from the grant date. NEOs who have satisfied special service retirement eligibility criteria are eligible for partial vesting of RSUs based on full years completed in the service period, as discussed under Potential Payments upon Termination or Change of Control. RSUs are intended to maintain an appropriate degree of stability and retention within the program and support our management continuity and succession planning, which is a longstanding, key component of our leadership strategy.

Fiscal 2019 PSUs and RSUs

In April 2018, the ECC granted PSUs and RSUs to our NEOs, with the size of each award determined based on factors that included the executive’s responsibilities, the potential value of each grant, contractual obligations, and an assessment of the overall competitiveness and mix of our executive compensation.

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Previously Granted Performance-Based Stock Awards (PBSAs)

Each of our NEOs held PBSAs granted in March 2016 with performance-based vesting criteria that were satisfied based on a fiscal 2017-2019 LRPIP performance payout of 115.74%, as described further below. The performance vesting criteria for the fiscal 2017-2019 LRPIP-based PBSAs required achievement of at least 87% of the targeted cumulative pre-tax income performance under LRPIP for full vesting and achievement of at least 60% of the targeted cumulative pre-tax income performance under LRPIP for partial vesting. In comparison to our new PSUs, which have more performance sensitivity and a wider range of potential pay outcomes, the PBSAs were designed to serve as a vehicle for stability and retention and not solely as a performance incentive.

LONG-TERM CASH INCENTIVES

Long Range Performance Incentive Plan (LRPIP) LRPIP awards are designed to motivate our NEOs and other key Associates to achieve or exceed long-term financial goals, as well as to foster teamwork and collaboration across the company and promote retention. Our LRPIP awards have overlapping three-year cycles, with a new cycle starting each fiscal year.

Key Features of LRPIP:

Fiscal 2017-2019 LRPIP – Completed Cycle

Performance conditions: LRPIP goals and awards for the fiscal 2017-2019 cycle were established by the ECC during fiscal 2017. LRPIP goals are generally intended to reflect the company’s longer-term strategic planning, as described above in the Incentive plan goal setting section. The ECC determined that a cumulative three-year adjusted pre-tax income measure further detailed in the table below (referred to as Pre-tax Income for LRPIP), was an appropriate and effective metric to motivate, focus, and reward operational performance across the company over a longer time horizon, and that using a goal based on aggregate targets for all divisions would promote our team-based approach to achieving our long-term goals.

Performance results for the fiscal 2017-2019 cycle: After the end of fiscal 2019, LRPIP performance results for this cycle were certified by the ECC.

Fiscal 2017-2019 LRPIP Goals and Results¹

(Pre-Tax Income for LRPIP in 000s)

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Award opportunities and payouts: At the beginning of the fiscal 2017-2019 cycle, the ECC approved individual LRPIP award opportunities based on a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, contractual obligations, and individual responsibilities at the time of the grant. The actual LRPIP award earned for each individual is the target opportunity for the cycle multiplied by the total payout percentage of 115.74%, as shown below.

Fiscal 2017-2019 LRPIP Opportunities and Payouts

Fiscal 2019-2021 LRPIP – New Cycle

At the beginning of fiscal 2019, the ECC established the new LRPIP target award opportunities for the fiscal 2019-2021 cycle for our NEOs. These opportunities were set after consideration of a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, contractual obligations, and individual responsibilities at the time of the grant and are as follows:

As part of the long-term goal-setting process described above, the ECC also established the Pre-tax Income for LRPIP target for fiscal years 2019 through 2021 (based on aggregate targets for all divisions), payout formulas, and a maximum LRPIP payout percentage of 200%. The minimum (threshold) level for any payout is 60% of the performance target and the maximum payout level is achieved if performance is at or above 140% of the performance target.

Consistent with our past disclosure practice, we plan to provide additional detail about the performance goals for this cycle, which are based on business targets through fiscal 2021, once the performance cycle is complete.

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OTHER COMPENSATION PRACTICES AND CONSIDERATIONS

RETIREMENT BENEFITS

All of our NEOs are eligible to participate in our 401(k) plan and also participate in our broad-based pension plan under which benefits are accrued based on compensation and service. We also maintain a Supplemental Executive Retirement Plan (SERP). Ms. Meyrowitz is a vested participant in our primary SERP benefit program, a nonqualified pension benefit based on final average earnings. We have not offered primary SERP benefits to new participants for many years. Mr. Herrman, Mr. Goldenberg, Mr. Sherr, and Mr. Canestrari participate in our alternative SERP benefit program, which is intended to restore pension benefits that would otherwise not be available due to Internal Revenue Code restrictions. Long-term incentives are not included in defined benefit pension calculations, and we do not have a policy of granting extra years of credited service for purposes of our pension plans. These programs are discussed under Pension Benefits.

DEFERRED COMPENSATION

During fiscal 2019, our NEOs could defer compensation under our Executive Savings Plan (ESP), an elective deferred compensation plan, intended to help us compete for and retain talent by providing participants with additional opportunities for personal financial planning and by encouraging retention and rewarding company performance. Participants in the ESP, other than those eligible for our primary SERP benefit, are eligible to receive an employer match based in part on our performance under our MIP. Mr. Herrman, Mr. Goldenberg, Mr. Sherr, and Mr. Canestrari received an ESP match for fiscal 2019.

Under his employment agreement in effect during fiscal 2019, Mr. Herrman is eligible for additional performance-based company credits under the ESP for each of fiscal 2017, fiscal 2018, and fiscal 2019. The credits are made to Mr. Herrman’s ESP account after the end of the applicable fiscal year if he remains employed through the end of the year and to the extent applicable MIP performance goals are met for the year, with no credit provided if no MIP payout is achieved for the year. Mr. Herrman received the full additional ESP credit for fiscal 2019, which required achievement of at least 96% of the targeted Pre-tax Income for MIP and at least 98% of the targeted Total Sales for MIP (resulting in a MIP payout of at least 67%) for the year. The additional credits (and any earnings under the ESP) are payable to Mr. Herrman following his separation from service with the company if, on the terms provided under the ESP, he complies with applicable post-employment restrictive covenants. In determining the magnitude, duration, and conditions of the additional credits under ESP, the ECC undertook a holistic look at Mr. Herrman’s career compensation opportunities at the time of his transition to CEO, with the objective of ensuring the long-term retention of Mr. Herrman for the duration of his career as CEO while emphasizing performance-based pay. Mr. Herrman’s new employment agreement that became effective at the start of fiscal 2020 does not include additional performance-based ESP credits.

Ms. Meyrowitz has amounts previously deferred under our General Deferred Compensation Plan (GDCP), now closed to new deferrals, which earn notional interest at an annually adjusted rate based on U.S. Treasury securities. Our deferred compensation plans for NEOs are discussed with the compensation tables under Nonqualified Deferred Compensation Plans. Company-provided amounts under these programs are included below as All Other Compensation and detailed in footnote 5 to the Summary Compensation Table.

PERQUISITES AND OTHER BENEFITS

We provide limited perquisites and other personal benefits to our NEOs, which are reviewed every year by the ECC. These benefits consist generally of automobile allowances, reimbursement for legal, financial and tax planning services, and payment of management life insurance premiums, none of which is grossed up for taxes. The amounts are included below as All Other Compensation and detailed in footnote 5 to the Summary Compensation Table.

38    The TJX Companies, Inc.

STOCK OWNERSHIP GUIDELINES AND HEDGING/PLEDGING PROHIBITIONS

We have stock ownership guidelines that apply to all of our executive officers. Under these guidelines, updated during fiscal 2019, our CEO and President and our Executive Chairman are expected to attain stock ownership with a fair market value equal to at least six times annual base compensation. Our Chief Financial Officer and each Senior Executive Vice President are expected to attain stock ownership with a fair market value of at least three times annual base compensation. At age 62, these ownership guidelines are reduced by fifty percent. Our stock ownership guidelines are designed to align our executives’ interests with those of our shareholders and to encourage a long-term focus. As of April 8, 2019, each of our executive officers was in compliance with our stock ownership guidelines and policies. Our policies also prohibit our executive officers from engaging in pledging or hedging transactions with respect to TJX stock.

EMPLOYMENT AGREEMENTS

The ECC has reviewed and approved, after consultation with Pearl Meyer, individual employment agreements for our NEOs that set certain terms of employment, including compensation, benefits, and termination and change of control provisions discussed under Severance, Retirement, and Change of Control Provisions. We believe that these employment agreements and related plans help retain our executives and support our succession planning process. The ECC takes the terms of these agreements into account when approving compensation for our NEOs.

Each of our NEO employment agreements has a three-year term. In February 2019, we entered into new employment agreements with Mr. Herrman and Ms. Meyrowitz, which became effective at the beginning of fiscal 2020 and, unless terminated earlier in accordance with their terms, continue until January 29, 2022. The existing three-year agreements with Mr. Goldenberg, Mr. Sherr, and Mr. Canestrari, unless terminated earlier in accordance with their terms, continue until January 30, 2021.

The agreements with our NEOs establish a minimum level of base salary and provide for participation in the SIP, MIP, and LRPIP, at levels commensurate with the executive’s position and responsibilities and subject to terms established by the ECC, and also entitle the executives to participate in TJX’s fringe benefit and deferred compensation plans, including, in the case of Mr. Herrman and Ms. Meyrowitz, an automobile allowance and reimbursement of reasonable legal and financial advisor fees and costs incurred in negotiating the agreement. Mr. Herrman’s and Ms. Meyrowitz’s agreements that became effective at the start of fiscal 2020 also provide for minimum MIP and LRPIP target award levels during the term of the agreements, which were not increased from the target percentages provided under their previous agreements in effect during fiscal 2019. Mr. Herrman’s agreement that became effective at the start of fiscal 2020 continues to provide for an enhanced company match under our ESP, and his previous agreement in effect during fiscal 2019 provided for the additional performance-based company credits described above in Deferred Compensation. Ms. Meyrowitz’s agreement that became effective at the start of fiscal 2020 provides for annual stock awards with a total grant date value of $5 million, consisting of PSUs with a three-year performance vesting period and RSUs, and also specifies interest rate assumptions for determining her SERP benefit.

EXECUTIVE CHAIRMAN COMPENSATION

The ECC recognizes that the role of executive chairman varies across companies. In establishing compensation for Ms. Meyrowitz, our Executive Chairman, the ECC was advised by Pearl Meyer and evaluated other Fortune 200 companies with executive chairman positions and took into account the degree of active involvement that Ms. Meyrowitz has as part of the management team at TJX relative to other executive chairman roles that may be more limited or transitional in nature. Ms. Meyrowitz is an active and integral member of the executive management team in addition to serving as Chairman of the Board. In her role as Executive Chairman, she serves as a key resource in the areas of merchandising, marketing, and internal training, and provides support to our CEO, CFO, and other members of senior management, with an emphasis on strategic initiatives and long-term company strategy. Our Board believes strongly that Ms. Meyrowitz, who has wide ranging, in-depth knowledge of our business and the retail industry overall, continues to play a critical role as an executive at TJX in addition to providing effective leadership to the Board. During fiscal 2019, the ECC

2019 Proxy Statement    39

reviewed additional market information and advice from Pearl Meyer in connection with the new employment agreement with Ms. Meyrowitz and determined that compensation for Ms. Meyrowitz continues to be reasonable and appropriate in light of her duties and responsibilities to TJX.

SEVERANCE, RETIREMENT, AND CHANGE OF CONTROL PROVISIONS

We provide benefits to our executive officers in connection with certain terminations of employment, and in connection with a change of control of TJX, under the terms of our employment agreements and plans. Each NEO has agreed to post-employment non-competition, non-solicitation and other covenants intended to protect our business. During fiscal 2019, each of our NEOs entered into participation agreements under our Executive Severance Plan (Severance Plan), which was established by the ECC after consultation with Pearl Meyer. The Severance Plan provides for payments and benefits upon a qualifying termination of employment (other than in connection with a change of control of TJX) and includes restrictive covenants and other conditions. Severance Plan benefits replace, with no significant changes, the severance benefits and related terms that previously applied to the NEOs under their employment agreements. The terms of certain of our long-term incentive awards under our SIP and LRPIP include special retirement vesting provisions for our NEOs and other participants, as discussed with the compensation tables below. Change of control benefits continue to be provided to our NEOs under the terms of their employment agreements. We believe that severance, retirement, and change of control protections assist in attracting and retaining high quality executives, in our succession planning, and in keeping our executives focused on their responsibilities during any period in which a change of control may be contemplated or pending and that, more generally, it is important to define the relative obligations of TJX and our NEOs, including obtaining protection against competition and solicitation. We seek to achieve these objectives in a manner consistent with our other compensation objectives described above, taking into account contractual obligations, applicable law and current market practice, among other considerations. These provisions are described in more detail under Potential Payments upon Termination or Change of Control.

POLICIES ON CLAWBACK, FORFEITURE AND RECOVERY OF COMPENSATION

During fiscal 2019, the ECC reviewed our policies and practices related to compensation forfeiture and recovery, including our clawback policy and other recourse mechanisms. Our clawback policy, as amended by the Board in fiscal 2019, provides that, in the event of a material restatement of financial results, the Board or a Board committee will evaluate the circumstances and may, in its discretion, recover from any current or former executive officer the portion of incentive compensation that was received by or vested in the executive officer during the three-year period prior to the determination that a restatement was required and that would not have been earned had performance been measured on the basis of the restated results. Our expanded clawback policy no longer requires a Board determination that the executive officer engage in fraudulent or illegal conduct. Instead, the amended policy provides the Board or a Board committee with the discretion to recover compensation in the event of a material restatement of financial results whether or not the executive officer is individually “at fault.”

Outside of our clawback policy, we also consider other potential recourse mechanisms as part of our approach to executive compensation. In addition to potential legal remedies and disciplinary or other employment actions that may be available to the company, NEO compensation may be subject to forfeiture, recovery, or adjustment in a variety of circumstances under our other policies, plans and agreements, including forfeiture of compensation if an NEO’s employment is terminated for “cause” under the terms of our NEO employment agreements, which includes, among other things, willful misconduct that violates company policy and is materially harmful to the reputation or business of the company; forfeiture and recovery of compensation in the event an NEO breaches applicable restrictive covenants; and potential downward adjustments by the ECC to pay opportunities or incentive plan payouts.

In connection with its review of our compensation forfeiture and recovery practices during fiscal 2019, the ECC considered shareholder perspectives, our peer group and market practice, proxy advisor guidelines, proposed regulations and other legal considerations, as well as cultural factors and risk considerations specific to TJX. As a result of this review, we updated our clawback policy as described above and reviewed and updated our approach to terminations of employment for “cause” in our employment agreements.

40    The TJX Companies, Inc.

ANNUAL COMPENSATION RISK ASSESSMENT

As discussed in Compensation Program Risk Assessment on p. 12, we consider our compensation policies and practices, including our executive compensation program, as part of our annual enterprise risk assessment process. The ECC considers, among other things, what risks could be created or encouraged by our executive compensation plans and arrangements and how those potential risks are monitored, mitigated, and managed. In fiscal 2019, the ECC determined that our overall compensation policies and practices do not give rise to risks that are reasonably likely to have a material adverse effect on TJX.

TAX AND ACCOUNTING CONSIDERATIONS

We have historically structured incentive compensation arrangements with a view toward qualifying them as performance-based compensation exempt from the deduction limitations under Section 162(m) of the Internal Revenue Code (Section 162(m)). However, we have viewed and continue to view the availability of a tax deduction as only one relevant consideration. Federal tax legislation enacted in December 2017 eliminated the Section 162(m) performance-based compensation exemption prospectively and made other changes to Section 162(m), such that compensation paid to our executive officers in excess of $1 million in fiscal 2019 and future years will not generally be deductible unless it qualifies for transition relief applicable to certain arrangements and awards in place as of November 2, 2017. However, there is no assurance that historical compensation intended to be exempt from Section 162(m) will be deductible in future years. Notwithstanding the fact that compensation may no longer be treated as exempt performance-based compensation or otherwise deductible under Section 162(m), the ECC expects to continue to emphasize performance-based compensation and believes that its primary responsibility is to provide a compensation program that attracts, retains, incentivizes, and rewards the executive talent necessary for our success.

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on these reviews and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report on Form 10-K for the fiscal year ended February 2, 2019.

Executive Compensation Committee

Alan M. Bennett, Chairman

Rosemary T. Berkery*

Jackwyn L. Nemerov

Willow B. Shire

*Ms. Berkery was appointed to the ECC in September 2018.

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COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table provides information concerning compensation for our principal executive officer, our principal financial officer and our three other most highly paid executive officers during fiscal 2019 (collectively, our named executive officers (NEOs)):

42    The TJX Companies, Inc.

Our NEOs were entitled under their employment agreements to participate in the SIP, MIP, and LRPIP and during fiscal 2019 received cash incentives and equity incentives only pursuant to these plans. The employment agreements with Ms. Meyrowitz and Mr. Herrman provided for target award opportunities of at least 150% of their respective base salaries for MIP and at least 100% of their respective base salaries for LRPIP, payment of reasonable fees of legal and financial advisors incurred in negotiating their agreements, and an automobile allowance commensurate with their positions. The employment agreement with Ms. Meyrowitz in effect during fiscal 2019 provided for annual performance-based stock awards with a grant date value of $5 million that would be subject to satisfaction of performance criteria with a three-year performance vesting period, and the employment agreement with Ms. Meyrowitz that became effective at the start of fiscal 2020 provides for annual stock awards during the term of her agreement as described in the CD&A on p. 39.

All of our NEOs were eligible to participate in our tax-qualified defined benefit plan and were eligible to make deferrals to our 401(k) plan and our ESP for fiscal 2019. All of our NEOs except Ms. Meyrowitz received matching credits under the ESP and were eligible to participate in our alternative SERP benefit for fiscal 2019. Mr. Herrman received additional performance-based company credits for fiscal 2019 under our ESP under the terms of his employment agreement in effect during fiscal 2019, as described in the CD&A on p. 38. Ms. Meyrowitz participated in our primary SERP benefit. Our NEOs were also entitled to receive an automobile benefit and to participate in fringe benefit plans and programs made available to executives generally.

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GRANTS OF PLAN-BASED AWARDS IN FISCAL 2019

The following table reports potential payouts under our cash incentive plans and all other stock awards that were granted during fiscal 2019 to our NEOs: