Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 28, 2022, The TJX Companies, Inc. (the "Company") entered into a letter
agreement (the "Agreement") with Richard Sherr, Senior Executive Vice President,
Group President, that reflects certain changes to the compensation and benefits
set forth in his employment agreement with the Company dated February 2, 2018,
as most recently amended as of January 29, 2021 (the "Employment Agreement").
Under the Agreement, effective July 11, 2022, Mr. Sherr will continue employment
on a reduced-time (80%) basis until the close of business on January 28, 2023
(the last day of FY23); and effective January 29, 2023, Mr. Sherr will continue
to remain employed on this reduced schedule but will no longer serve as an
executive officer of TJX, and his employment will continue as a Senior Executive
Vice President until his scheduled retirement date of July 14, 2023. Mr. Sherr
will work with Douglas Mizzi, Senior Executive Vice President, Group President
of the Company, on the transition of Mr. Sherr's responsibilities with respect
to Marmaxx and HomeGoods to Mr. Mizzi. During the period of his reduced
schedule, Mr. Sherr's annual base salary and car allowance will be reduced by
20%; his FY23 award under TJX's Management Incentive Plan ("MIP") will continue
to be based on actual base salary earned during the fiscal year (taking into
account the reduction described above); the FY23 tranches of his outstanding
awards under TJX's Long Range Performance Incentive Plan ("LRPIP") will be
adjusted to reflect his reduced schedule; his outstanding equity awards granted
under TJX's Stock Incentive Plan (the "SIP") will continue in accordance with
and subject to their existing terms; and he will continue to be eligible for
other benefits in accordance with and subject to plan terms. Mr. Sherr will no
longer be eligible for new awards or payouts under MIP or LRPIP for performance
periods beginning in FY24 or later or for new equity grants under the SIP.
Following Mr. Sherr's retirement, he will be eligible for benefits under the
Company's plans and programs in accordance with applicable plan terms,
including, without limitation, special service retirement benefits with respect
to his existing award opportunities under LRPIP and his outstanding awards under
the SIP. Mr. Sherr will remain subject to the non-competition, non-solicitation
and confidentiality undertakings set forth in his Employment Agreement.
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