Item 5.07 Submission of Matters to a Vote of Security Holders

The annual meeting of shareholders of The TJX Companies, Inc. (the "Company") was held on June 9, 2020. The final voting results of the annual meeting are as follows:



Proposal 1: Each nominee for director was elected, each to serve until the next
annual meeting of shareholders and until his or her successor is duly elected
and qualified.
Nominee                    For          Against      Abstaining     Broker Non-Votes
Zein Abdalla            983,428,552     9,946,552     1,159,924        64,180,317
Alan M. Bennett         934,764,011    58,606,916     1,164,101        64,180,317
Rosemary T. Berkery     975,706,455    17,709,284     1,119,289        64,180,317
David T. Ching          942,535,284    50,855,610     1,144,134        64,180,317
Ernie Herrman           975,459,418    17,946,348     1,129,262        64,180,317
Michael F. Hines        939,720,071    53,649,646     1,165,311        64,180,317
Amy B. Lane             946,794,240    46,541,860     1,198,928        64,180,317
Carol Meyrowitz         957,526,566    35,373,850     1,634,612        64,180,317
Jackwyn L. Nemerov      975,227,204    18,197,367     1,110,457        64,180,317
John F. O'Brien         950,476,107    42,909,765     1,149,156        64,180,317
Willow B. Shire         913,223,852    80,193,765     1,117,411        64,180,317

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2021 was ratified.


     For          Against      Abstaining
  996,593,846    61,207,718      913,781

Proposal 3: On an advisory basis, the compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion (the say-on-pay vote) was approved.


     For          Against      Abstaining     Broker Non-Votes
  920,243,189    72,800,154     1,491,685        64,180,317



Proposal 4: A shareholder proposal for a report on reduction in chemical
footprint was not approved.
     For          Against       Abstaining     Broker Non-Votes
  436,793,628    543,908,847    13,832,553        64,180,317



Proposal 5: A shareholder proposal for a report on animal welfare was not
approved.
     For          Against       Abstaining     Broker Non-Votes
  74,306,992     904,523,829    15,704,207        64,180,317

--------------------------------------------------------------------------------

Proposal 6: A shareholder proposal for setting target amounts for CEO compensation was not approved.


     For          Against       Abstaining     Broker Non-Votes
  92,178,107     892,839,642     9,517,279        64,180,317



Proposal 7: A shareholder proposal for disclosure regarding executive share
retention was not approved.
     For          Against       Abstaining     Broker Non-Votes
  288,110,923    704,364,371     2,059,734        64,180,317

Item 7.01 Regulation FD Disclosure

As previously disclosed, during the first quarter of fiscal 2021 the Executive Compensation Committee ("ECC") of the Board of Directors of The TJX Companies, Inc. (the "Company") determined that it was appropriate to postpone certain annual compensation decisions in light of the COVID-19 pandemic. On June 9, 2020, the ECC undertook certain compensation actions that had been postponed and approved incentive compensation opportunities for executive officers of the Company, including annual incentive opportunities for fiscal 2021 with performance criteria based on the Company's key business priorities during the COVID-19 pandemic and subject to a reduced maximum payout limit, long-term cash incentive opportunities under the Company's Long Range Performance Incentive Plan that will be based on the achievement of performance goals to be established for the fiscal 2022-2023 period, and long-term equity incentives in the form of service-based restricted stock units under the Company's Stock Incentive Plan. The mix of new long-term incentives for fiscal 2021 does not include performance share units. For executive officers of the Company, the total target value of fiscal 2021 annual and long-term incentive opportunities has not increased as compared to fiscal 2020. In addition, base salaries have been reduced on a temporary basis as previously disclosed. The ECC has taken into account the uncertainty caused by the COVID-19 pandemic in determining the design and mix of annual and long-term compensation opportunities for fiscal 2021, and intends to return to a compensation program structure with greater emphasis on long-term performance incentives, including performance share units, when the environment normalizes.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses