SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 13, 2005
THE TJX COMPANIES, INC.
(Exact name of Registrant as specified in charter)
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| DELAWARE
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1-4908
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04-2207613 |
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(State or other jurisdiction
of incorporation)
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(Common File
Number)
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(I.R.S. employer
identification No.) |
770 Cochituate Road, Framingham, MA 01701
(Address of Principal Executive Offices) (Zip Code)
(508) 390-1000
Registrant’s Telephone Number (including area code)
N/A
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 13, 2005, The TJX Companies, Inc., or TJX, announced that Edmond J. English had
resigned as President, Chief Executive Officer and a Director of TJX, effective immediately. A
copy of the press release announcing his resignation is attached as
Exhibit 99.1. The terms of his
resignation are set forth in a resignation agreement with TJX dated September 13, 2005 (the
“Resignation Agreement”). A copy of the Resignation Agreement is filed with this report as Exhibit
10.1 and is incorporated herein by reference.
The Resignation Agreement provides that for purposes of the employment agreement dated as of
June 3, 2003 between Mr. English and TJX (the “Employment Agreement”), Mr. English’s resignation
will be treated as though he had been involuntarily terminated by TJX other than for cause, except
that for purposes of the agreements not to solicit or compete set forth in Section 8 of the
Employment Agreement, Mr. English’s resignation will be treated as a voluntary termination other
than for valid reason. In addition, Mr. English agreed to expand his noncompetition agreement in
Section 8 of the Employment Agreement to cover all off-price apparel, footwear, jewelry, accessories
and home fashions stores, as well as off-price home furnishings
stores, and related catalog businesses. Mr. English
has also agreed not to disparage TJX.
TJX has agreed to pay to Mr. English, in addition to the benefits owed to him under the
Employment Agreement on the basis provided in the Resignation Agreement or under existing benefit plans, a lump sum payment of $1.5
million, less any required withholdings, on the date Mr. English attains age
55. In connection with Mr. English’s resignation, TJX expects
that it will record a pre-tax charge of approximately
$8 million, or $.01 per share, in the fiscal quarter ending
October 29, 2005. This represents benefits due Mr. English
not previously accrued by TJX.
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| ITEM 5.02. |
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DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS |
On September 13, 2005, Edmond J. English resigned as President, Chief Executive Officer and a
Director of TJX, effective immediately. A description of the terms of Mr. English’s resignation are
included under Item 1.01 and incorporated herein by reference.
On September 13, 2005, TJX announced that Bernard Cammarata, former Chief Executive Officer of
TJX, had been elected acting President and Chief Executive Officer, effective immediately, in
addition to continuing as Chairman of the Board. TJX also announced that a search for a new
President and Chief Executive Officer would begin immediately and would include both internal and
external candidates. A copy of the press release announcing the resignation of Mr. English and the
appointment of Mr. Cammarata is filed with this report as Exhibit 99.1.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
THE TJX COMPANIES, INC.
/s/ Jeffrey G. Naylor
Jeffrey G. Naylor
Senior Executive Vice President and
Chief Financial Officer
Dated:
September 16, 2005
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