Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the annual meeting of shareholders of The TJX Companies, Inc. (the "Company") held on June 7, 2022, our shareholders approved an amended and restated Stock Incentive Plan (the "SIP"). Among other things, the SIP (2022 Restatement) increases the shares available for issuance under the SIP by 27,000,000 shares, extends the term of the SIP to June 7, 2032, the tenth anniversary of this year's annual meeting of shareholders, and provides that the aggregate value of awards granted to each non-employee director under the SIP, together with the value of cash retainers and all other compensation paid to the non-employee director, for his or her services as a director in any fiscal year, may not exceed $800,000.

The foregoing description of the SIP (2022 Restatement) is qualified in its entirety by reference to the SIP, which is incorporated herein by reference to Appendix B to the Company's definitive proxy statement for the 2022 annual meeting of shareholders, which was filed with the Securities and Exchange Commission on April 28, 2022.

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 7, 2022. 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
José B. Alvarez        958,569,113    28,343,527     879,953          60,770,668
Alan M. Bennett        904,135,104    82,747,583     909,906          60,770,668
Rosemary T. Berkery    946,782,755    40,136,697     873,141          60,770,668
David T. Ching         926,106,183    60,795,731     890,679          60,770,668
C. Kim Goodwin         981,945,866    4,968,773      877,954          60,770,668
Ernie Herrman          973,029,069    13,872,886     890,638          60,770,668
Michael F. Hines       923,215,831    63,672,952     903,810          60,770,668
Amy B. Lane            930,334,977    56,591,645     865,971          60,770,668
Carol Meyrowitz        928,495,590    57,717,138    1,579,865         60,770,668
Jackwyn L. Nemerov     927,183,068    59,742,932     866,593          60,770,668
John F. O'Brien        931,265,440    55,625,513     901,640          60,770,668

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2023 was ratified.


     For         Against      Abstaining
 992,871,944    54,586,165    1,105,152

Proposal 3: The Stock Incentive Plan (2022 Restatement) was approved.


     For         Against      Abstaining     Broker Non-Votes
 944,968,455    41,471,146    1,352,992         60,770,668

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Proposal 4: 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 not approved.


     For          Against      Abstaining     Broker Non-Votes
 475,947,271    481,729,375    30,115,947        60,770,668

Proposal 5: A shareholder proposal for a report on effectiveness of social compliance efforts in TJX's supply chain was not approved.


     For          Against      Abstaining     Broker Non-Votes
 240,419,144    735,334,309    12,039,140        60,770,668

Proposal 6: A shareholder proposal for a report on risk to TJX from supplier misclassification of supplier's employees was not approved.


     For          Against      Abstaining     Broker Non-Votes
 310,340,032    666,311,072    11,141,489        60,770,668

Proposal 7: A shareholder proposal for a report on risk due to restrictions on reproductive rights was not approved.


     For          Against      Abstaining     Broker Non-Votes
 288,237,516    667,427,599    32,127,478        60,770,668




Proposal 8: A shareholder proposal to adopt a paid sick leave policy for all
Associates was not approved.
     For          Against      Abstaining     Broker Non-Votes
 327,838,039    642,543,754    17,410,800        60,770,668


Item 9.01. Financial Statements and Exhibits.
(d)  Exhibits
No.   Description

10.1 Stock Incentive Plan (20 2 2 Restatement), incorporated by reference to A ppendix B to the Company's definitive proxy statement for the 2022 annual meeting of shareholders, filed on April 28, 2022.

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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