tjx-20250501

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:
☐						Preliminary Proxy Statement
☐						Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material Under § 240.14a-12

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):
☑						No fee required.
☐						Fee paid previously with preliminary materials
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

OUR MISSION IS TO DELIVER GREAT

VALUE TO OUR CUSTOMERS

EVERY DAY

OUR GLOBAL STORE BASE SPANS THREE CONTINENTS

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

This proxy statement contains “forward-looking statements.” These forward-looking statements generally can be identified by the use of words such as “aim,” “anticipate,” “approximately,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “target,” “will,” and “would,” or any variations of these words or other words with similar meanings. These forward-looking statements address various matters that we intend, expect, or believe may occur in the future, relating to, among other things: our expected implementation of changes to our programs, the outcomes of newly implemented strategies, achievement of our objectives, and estimations of future financial results and drivers. Each forward-looking statement contained in this proxy statement is inherently subject to risks, uncertainties, and potentially inaccurate assumptions that could cause actual results to differ materially from those expressed or implied by such statement. We cannot guarantee that the results and other expectations expressed, anticipated, or implied in any forward-looking statement will be realized. Applicable risks and uncertainties include, among others, execution of buying strategy and inventory management; customer trends and preferences; competition; various marketing efforts; operational and business expansion; management of large size and scale; merchandise sourcing and transport; international trade and tariff policies; data security and maintenance and development of information technology systems; labor costs and workforce challenges; personnel recruitment, training, and retention; corporate and retail banner reputation; evolving corporate governance and public disclosure regulations and expectations with respect to environmental, social, and governance matters; expanding international operations; fluctuations in anticipated quarterly and annual operating results, financial performance, business plan prospects, investments, and market expectations; inventory or asset loss; cash flow and plans with respect to long-term indebtedness; mergers, acquisitions, or business investments and divestitures, closings, or business consolidations; real estate activities; economic conditions and consumer spending; market instability; severe weather, serious disruptions, or catastrophic events; disproportionate impact of disruptions during certain seasons of the fiscal year; commodity availability and pricing; fluctuations in currency exchange rates; compliance with laws, regulations, and orders and changes in laws, regulations, and applicable accounting standards; outcomes of litigation, legal proceedings, and other legal or regulatory matters; quality, safety, and other issues with our merchandise; tax matters; and other factors set forth under Item 1A, Risk Factors, of our Annual Report on Form 10-K filed on April 2, 2025, as well as the other information we file with the U.S. Securities and Exchange Commission (SEC). We caution investors, potential investors, and others not to place considerable reliance on the forward-looking statements contained in this proxy statement. You are encouraged to read any further disclosures we may make in our future reports to the SEC, available at www.sec.gov, on our website, or otherwise. Our forward-looking statements in this proxy statement speak only as of the date of this proxy statement, and we undertake no obligation to update or revise our forward looking statements even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties. Information appearing on TJX.com is not a part of, and is not incorporated by reference into, this proxy statement.

770 Cochituate Road

Framingham, Massachusetts 01701

May 1, 2025

DEAR SHAREHOLDER:

We welcome you to attend our 2025 Annual Meeting of Shareholders on Tuesday, June 10, 2025, at 9:00 a.m. (Eastern Daylight Time), to be held virtually, with no on-site location, allowing for enhanced accessibility for shareholders to attend the meeting from various locations. Shareholders who hold shares as of the record date will be able to participate in the virtual meeting online and vote their shares electronically by visiting www.virtualshareholdermeeting.com/TJX2025. We encourage you to vote your shares.

The proxy statement accompanying this letter describes the business we will consider at the meeting. Please read the proxy statement and arrange for your shares to be voted. Regardless of the number of shares you own, your vote is important. You will find instructions for voting included in the attached notice.

Thank you for your continued support of TJX.

Sincerely,



Carol Meyrowitz			Ernie Herrman
Executive Chairman of the Board			Chief Executive Officer and President

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS - JUNE 10, 2025

ATTENDING THE ANNUAL MEETING OF SHAREHOLDERS



VIRTUAL SHAREHOLDERS’ MEETING AT: www.virtualshareholdermeeting.com/TJX2025			WHO CAN VOTE


The 2025 Annual Meeting of Shareholders of The TJX Companies, Inc. will be held in a virtual-only meeting format, solely by means of remote communication, on Tuesday, June 10, 2025, at 9:00 a.m. (Eastern Daylight Time (EDT)) to vote on the items listed below. Shareholders who held shares as of the record date may only attend the meeting online by logging in at: www.virtualshareholdermeeting.com/TJX2025 on the date and time provided in this notice. You will not be able to attend the meeting in person. Please see Voting and Meeting Requirements (pp. 64-66) of the proxy statement for additional information about how to join and vote at the meeting. We encourage you to vote your proxy before the Annual Meeting.			Shareholders of record at the close of business on April 15, 2025 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements of that meeting.

ITEMS OF BUSINESS

The items to be voted on are as follows:



		Board Recommendation	Page Reference


1.	Election of the 10 directors named in this proxy statement	FOR each director nominee	5
2.	Ratification of appointment of PricewaterhouseCoopers as TJX’s independent registered public accounting firm for fiscal 2026	FOR	24
3.	Advisory approval of TJX’s executive compensation (say-on-pay)	FOR	26

Shareholders may also transact any other business properly brought before the meeting. To attend the Annual Meeting, you will need to register to access and vote at the meeting using the control number that is included on the notice of internet availability of proxy materials (the Notice of Internet Availability) you receive or, alternatively, from your proxy card or voting instruction form if you receive a hard copy of the proxy materials (which includes this proxy statement, the proxy card, and the Annual Report to Shareholders for our fiscal year ended February 1, 2025 (fiscal 2025 or FY25)). Please be sure to retain your control number, review the procedures in advance, and allow time on the day of the meeting for check-in procedures prior to the meeting.

Shareholders may submit questions for the Annual Meeting in advance of the Annual Meeting only and will not be able to submit questions during the Annual Meeting. Please see Participation in the Annual Meeting (p. 65 of the proxy statement) for information about how to submit questions.

By Order of the Board of Directors,

Alicia C. Kelly
Secretary

Framingham, Massachusetts

May 1, 2025

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



BY PHONE	ONLINE	BY MAIL	AT VIRTUAL MEETING ON JUNE 10


Call: 1-800-690-6903	at: www.proxyvote.com	Sign and return Proxy Card (if you received a paper copy of the proxy materials)	at: www.virtualshareholder meeting.com/TJX2025

The Notice of Internet Availability or the proxy materials are being first mailed to shareholders on or about May 1, 2025.



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 10, 2025: THIS PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K FOR FISCAL 2025 ARE AVAILABLE AT HTTP://WWW.PROXYVOTE.COM

TABLE OF CONTENTS


ABOUT TJX			1

FY25 Business Review			2
Corporate Responsibility at TJX			3

VOTING ROADMAP			4

PROPOSAL 1: ELECTION OF DIRECTORS			5

O verview of D irector N ominees			5
Our Director Nominees			7

CORPORATE GOVERNANCE			11

Governance At-A-Glance			11
Board Composition and Refreshment			12
Board Leadership and Committees			14
Board Responsibilities			18
Engaging with Shareholders			21
Governance Policies and Practices			22

PROPOSAL 2: RATIFICATION OF AUDITOR			24

Auditor Fees			24
Pre-Approval Policies			24
Audit and Finance Committee Report			25

PROPOSAL 3: ADVISORY APPROVAL OF TJX'S EXECUTIVE COMPENSATION (SAY-ON-PAY)			26

COMPENSATION DISCUSSION AND ANALYSIS			27

Introduction			27
FY25 Business Review			28
FY25 Executive Compensation Overview			29
FY25 Executive Compensation Program			32
Our Decision Making Process			38
Other Compensation Practices and Considerations			40
Compensation Committee Report			43


COMPENSATION TABLES			44

Summary Compensation Table			44
Grants of Plan-Based Awards in Fiscal 2025			46
Outstanding Equity Awards at Fiscal 2025 Year-End			47
Option Exercises and Stock Awards Vested During Fiscal 2025			48
Pension Benefits			48
Nonqualified Deferred Compensation Plans			50
Potential Payments Upon Termination or Change of Control			52
CEO Pay Ratio			56
Pay Versus Performance			57

DIRECTOR COMPENSATION			59

Overview			59
Director Compensation for Fiscal 2025			60

EQUITY COMPENSATION PLAN INFORMATION			61

STOCK OWNERSHIP			62

Beneficial Ownership			62

VOTING AND MEETING REQUIREMENTS			64

Voting Requirements			64
Voting Your Shares			64
Changing or Revoking Your Proxy			65
Participation in the Annual Meeting			65
Proposals and Nominations for the Next Annual Meeting			66
Other Matters			66

APPENDIX A			67

ABOUT TJX


			The TJX Companies, Inc. (TJX, the Company, or we) is the leading off-price retailer of apparel and home fashions in the U.S. and worldwide. We operate over 5,000 stores across nine countries and three continents, including TJ Maxx, Marshalls (together, Marmaxx), HomeGoods and Homesense (together, HomeGoods), and Sierra in the U.S.; Winners, HomeSense, and Marshalls in Canada (collectively, TJX Canada); and TK Maxx and Homesense in Europe, as well as TK Maxx in Australia (collectively, TJX International). We also have e-commerce sites for TJ Maxx, Marshalls, and Sierra in the U.S. and TK Maxx in several countries in Europe.

			OUR VALUE PROPOSITION IS GLOBAL. OUR MODEL IS FLEXIBLE.

			Our value proposition of brand, fashion, price, and quality resonates with our customers and is provided across our business, in stores and online. We offer a rapidly changing selection of quality, fashionable, brand name, and designer merchandise at prices generally 20% to 60% below full-price retailers’ regular prices on comparable merchandise, with a mix of good, better, and best merchandise to reach a broad range of consumers. We deliver a treasure hunt shopping experience that creates a sense of urgency and excitement by flowing fresh merchandise into our stores regularly to encourage frequent customer visits and cross-shopping across our retail banners.

						Opportunistic Buying Our flexible approach to acquiring merchandise allows us to react to frequently changing opportunities and trends in the market and to adjust when, how, and what we source. We capitalize on opportunities to acquire merchandise at substantial discounts, including department store cancellations, manufacturer overruns, closeouts from brands and other retailers, and many other kinds of opportunities that regularly arise from the production and flow of inventory in the apparel and home fashions marketplace. We also develop some merchandise ourselves, which allows us to supplement the depth of, or fill gaps in, our expected merchandise assortment.

						Logistics Our logistics and distribution operations are designed to facilitate quick, efficient, and differentiated delivery allowing us to disperse merchandise across our geographically diverse network of stores and target specific markets if needed.

						Flexible Store Layout Our stores have adaptable layouts without walls between departments and are largely free of permanent fixtures, allowing us to adjust departments to the frequently changing mix of merchandise.

						Inventory Management We work to tailor merchandise to local markets and preferences and customer demographics for rapid inventory turnover on a vast array of products.

SEC Form DEF 14A filed by TJX Companies Inc.