UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) June 6, 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 |
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| (State or Other Jurisdiction
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(Commission File
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(I.R.S. Employer |
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Number)
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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):
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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
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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 Donald G. Campbell, Vice Chairman, entered into a new employment
agreement, effective as of June 6, 2008 (the “Employment Agreement”). The term of the Employment
Agreement continues until January 29, 2011, unless terminated earlier in accordance with its
provisions. Mr. Campbell’s current service commitment under the Employment Agreement is a
full-time commitment but he may request that the Executive Compensation Committee (the “Committee”)
of the Board of Directors approve a modified schedule, i.e., one at a level that is less than
full-time. Any such request will be approved, subject to any changes and conditions that the
Committee may impose, unless the Committee determines that approval of Mr. Campbell’s request would
substantially and adversely affect the business of the Company. The Employment Agreement provides
for a minimum base salary of $785,000, participation in specified benefit programs at levels
commensurate with his position and responsibilities taking into account any modified schedule,
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 the terms of any
modified schedule result in Mr. Campbell’s ineligibility to participate in the Company’s fringe
benefit programs, the Company will consider, in good faith, obtaining or providing replacement
coverages that are cost-neutral to the Company. The Employment Agreement also provides that Mr.
Campbell is entitled to benefits under the Supplemental Executive Retirement Plan (SERP) (in which
he is already fully vested). Under the Employment Agreement and consistent with the terms of these
plans, Mr. Campbell is also eligible to participate in the Company’s nonqualified deferred
compensation plans, other than matching credits under the Company’s Executive Savings Plan.
If Mr. Campbell’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 by
the Company 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. Campbell 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. Campbell during the employment period and for eighteen months
thereafter, and a non-solicitation undertaking by Mr. Campbell during the employment period and for
twenty-four months thereafter. Upon a change of control as defined in the Employment Agreement,
Mr. Campbell 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. Campbell’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, certain vested benefits under the SERP, continued medical and life insurance
for two years, except to the extent Mr. Campbell has coverage from another employer, and continued
use of an automobile for that two-year period (or a cash payment equal to the present value of the
cost of providing such automobile for the same period). TJX is obligated to pay Mr. Campbell 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. Campbell in
seeking enforcement of his contractual rights following a change of control.