UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) April 1, 2008
THE TJX COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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| DELAWARE |
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1-4908 |
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04-2207613 |
(State or Other Jurisdiction
of Incorporation)
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(Commission 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 (see General Instruction
A.2 below):
o
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
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| ITEM 5.02. |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
The TJX Companies, Inc. and Jeffrey Naylor, Senior Executive Vice President, entered into a
new employment agreement, effective as of April 5, 2008 (the “Employment Agreement”). The term of
the Employment Agreement continues until January 29, 2011, unless terminated earlier in accordance
with its provisions. The Employment Agreement provides for a minimum base salary of $700,000,
participation in specified benefit programs at levels commensurate with his position and
responsibilities, including the Stock Incentive Plan, the Management Incentive Plan (MIP) and the
Long Range Performance Incentive Plan (LRPIP) and provision of an automobile allowance. If Mr.
Naylor’s employment terminates prior to the end of the term by reason of death, disability,
incapacity, termination by the Company without cause, or following his relocation more than forty
miles from the Company’s current headquarters, he is entitled to continuation of base salary for a
period of eighteen months; a cash payment sufficient to cover, on an after-tax basis, the cost of
COBRA continuation of medical benefits for the salary continuation period, unless Mr. Naylor
obtains no less favorable coverage from another employer; a lump sum cash payment equal to prorated
MIP and LRPIP target awards outstanding at the time of termination (plus an additional amount equal
to the full MIP target award for the year of termination in the case of death, disability or
incapacity), but solely to the extent that the performance period in respect of the MIP or LRPIP
award, as the case may be, began on or before January 1, 2009; and to any other applicable benefits
provided in any plan or award. The Employment Agreement includes a non-competition undertaking by
Mr. Naylor during the employment period and for eighteen months thereafter, and a non-solicitation
undertaking by Mr. Naylor during the employment period and for
twenty-four months thereafter. Upon
a change of control as defined in the Employment Agreement, Mr. Naylor is no longer subject to the
non-competition undertaking and will receive a payment equal to his target MIP award plus a
prorated MIP target award for the year in which the change of control occurs and the maximum award
payable with respect to LRPIP for cycles in progress at the time of the change of control. If Mr.
Naylor’s employment terminates for various reasons within twenty-four months following a change of
control (and prior to January 29, 2011), instead of the severance benefits described above, he is
entitled to receive a payment equal to two times his then current base salary plus continued
medical and life insurance for two years, except to the extent Mr. Naylor has coverage from another
employer, and continued use of an automobile for that two-year period. TJX is obligated to pay Mr.
Naylor a tax gross-up payment in respect of any change of control-related excise tax incurred in
connection with the change of control and all legal fees and expenses reasonably incurred by Mr.
Naylor in seeking enforcement of his contractual rights following a change of control.
On
April 3, 2008, TJX entered into a letter agreement with Arnold Barron extending the term of
his employment agreement, dated April 5, 2005 (as subsequently amended), until January 31, 2009.
The description of the agreements set forth above is qualified in its entirety by reference to
the actual terms of the agreements filed as Exhibits 10.1 and 10.2 and are incorporated herein by
reference.
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| ITEM 5.03. |
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AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
The Board of Directors approved an amendment to Article XXV of the bylaws of TJX, effective
April 1, 2008, to increase the period of time by which a record date may precede a shareholder
meeting from fifty days to sixty days. A copy of the bylaws of TJX, as amended, is attached hereto
as Exhibit 3(ii).1.