TJX : 2021 Proxy Statement (PDF)

THE TJX COMPANIES, INC.

2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

JUNE 8, 2021

Our mission is to deliver great value to

our customers every day.

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

April 29, 2021

DEAR SHAREHOLDER:

We welcome you to attend our 2021 Annual Meeting of Shareholders on Tuesday, June 8, 2021, at 8:00 a.m. (local time). Due to the ongoing public health concerns from the COVID-19 pandemic, the meeting will be virtual-only, with no on-site location. 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/TJX2021. We encourage you to vote your shares before the Annual Meeting.

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 online and telephone voting included on your proxy card and in the attached notice. If you prefer, you can vote by mail by completing and signing your proxy card and returning it in the enclosed pre-paid return envelope.

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 8, 2021

ATTENDING THE SHAREHOLDERS' MEETING

VIRTUAL SHAREHOLDERS' MEETING AT: www.virtualshareholdermeeting.com/TJX2021

The 2021 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 8, 2021, at 8:00 a.m. (local time) 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/TJX2021 on the date and time provided in this notice. You will not be able to attend the meeting in person.

Please see pages 72-73 of the proxy statement for additional information about how to access and vote at the meeting. We encourage you to vote your shares before the Annual Meeting.

WHO CAN VOTE

Shareholders of record at the close of business on April 9, 2021 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	Page
		Recommendation	Reference
1.	Election of the 12 directors named in this proxy statement	FOR each director nominee	8
2.	Ratification of appointment of PricewaterhouseCoopers as TJX's independent	FOR	25
	registered public accounting firm for fiscal 2022
3.	Advisory approval of TJX's executive compensation (the say-on-pay vote)	FOR	27
4.	Shareholder proposal for a report on animal welfare	AGAINST	68
5.	Shareholder proposal for setting target amounts for CEO compensation	AGAINST	70

Shareholders may also transact any other business properly brought before the meeting.

To attend the Annual Meeting, you will need to use the control number or identification number from the proxy card or voting instruction form you receive to register to access and vote at the meeting. Please be sure to retain this code from that document, review the procedures in advance, and allow time on the day of the meeting for check-in procedures prior to the meeting.

By Order of the Board of Directors,

Alicia C. Kelly

Secretary

Framingham, Massachusetts

April 29, 2021

YOUR VOTE IS IMPORTANT. PLEASE VOTE ONE OF THE FOLLOWING WAYS:
BY MAIL		ONLINE		BY PHONE		AT VIRTUAL MEETING
Sign and Return Proxy Card		at: www.proxyvote.com		Call: 1-800-690-6903		Attend Annual Meeting

This proxy statement, the proxy card, and the Annual Report to Shareholders for our fiscal year ended January 30, 2021 (fiscal 2021 or FY21) are being first mailed to shareholders on or about the date of the notice of meeting, April 29, 2021.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 8, 2021: THIS PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K FOR FISCAL 2021 ARE AVAILABLE AT HTTP://WWW.PROXYVOTE.COM