UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No.    )

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The TJX Companies, Inc.

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LOGO

(TJX LOGO)
770 Cochituate Road

Framingham, Massachusetts 01701

April 28, 2011

27, 2012

Dear Stockholder:

We cordially invite you to attend our 20112012 Annual Meeting on Tuesday,Wednesday, June 14, 2011,13, 2012, at 11:00 a.m. (local time), to be held at our offices, 770 Cochituate Road, Framingham, Massachusetts. Please enter through the Northeast Entrance.

The proxy statement accompanying this letter describes the business we will consider at the meeting. Your vote is important regardless of the number of shares you own. Please read the proxy statement and vote your shares. Instructions for Internet and telephone voting are attached to your proxy card. If you prefer, you can vote by mail by completing and signing your proxy card and returning it in the enclosed envelope.

We hope that you will be able to join us on June 14th.

13th.

Sincerely,

LOGO

 
Sincerely,    
-s- Bernard Cammarata-s- Carol MeyrowitzLOGO
Bernard Cammarata
Carol Meyrowitz
Chairman of the Board Carol Meyrowitz
Chief Executive Officer

Printed on Recycled Paper

Table of Contents

PROXY STATEMENT

PROPOSAL 1 ELECTION OF DIRECTORS

CORPORATE GOVERNANCE

Board Independence

Board Nominees and Service

Board Committees and Meetings

Board Leadership Structure and Role in Risk Oversight

Codes of Conduct and Ethics and Other Policies

Communications with the Board

Transactions with Related Persons

Audit Committee Report

Beneficial Ownership

Section 16(a) Beneficial Ownership Reporting Compliance

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Committee Report

Summary Compensation Table

Grants of Plan-Based Awards in Fiscal 2012

Outstanding Equity Awards at Fiscal 2012 Year End

Option Exercises and Stock Awards Vested during Fiscal 2012

Pension Benefits

Nonqualified Deferred Compensation Plans

Potential Payments upon Termination or Change of Control

DIRECTORS COMPENSATION

PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL  3 APPROVAL OF MATERIAL TERMS OF EXECUTIVE OFFICER PERFORMANCE GOALS UNDER CASH INCENTIVE PLANS

PROPOSAL 4 ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

VOTING REQUIREMENTS AND PROXIES

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

OTHER MATTERS

The TJX Companies, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 14, 201113, 2012

The Annual Meeting of Stockholders of The TJX Companies, Inc. will be held at our offices, 770 Cochituate Road, Framingham, Massachusetts, on Tuesday,Wednesday, June 14, 2011,13, 2012, at 11:00 a.m. (local time) to vote on:

Election of directors

Ratification of appointment of independent registered public accounting firm

• Election of directors.
• Ratification of appointment of independent registered public accounting firm.
• An advisory vote on executive compensation (the“say-on-pay vote”).
• An advisory vote on the frequency of thesay-on-pay vote in the future.
• Any other business properly brought before the meeting.

Approval of the material terms of executive officer performance goals under our cash incentive plans

Advisory approval of TJX’s executive compensation (the “say-on-pay vote”)

Any other business properly brought before the meeting

Stockholders of record at the close of business on April 18, 201116, 2012 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements thereof.

To attend the Annual Meeting, you must demonstrate that you were a TJX stockholder as ofat the close of business on April 18, 2011,16, 2012 or hold a valid proxy for the Annual Meeting from such a stockholder. If you are not a stockholder of record but hold shares through a broker, trustee or nominee, you will need to bring proof of your beneficial ownership as of April 18, 2011,16, 2012, such as a brokerage account statement showing your ownership on that date or similar evidence of such ownership. All stockholders will need to have their photographs takencheck in upon arrival and receive visitor badges for building security. Please allow additional time for these procedures.

By Order of the Board of Directors

Ann McCauley

Secretary

Framingham, Massachusetts

April 28, 2011

27, 2012

PLEASE VOTE ON THE INTERNET, BY TELEPHONE OR BY MAIL

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
PROPOSAL 1 ELECTION OF DIRECTORS
EXECUTIVE COMPENSATION
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION
PROPOSAL 4 ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION ADVISORY VOTES
VOTING REQUIREMENTS AND PROXIES
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
OTHER MATTERS
DIRECTIONS TO TJX CORPORATE HEADQUARTERS

The TJX Companies, Inc.

ANNUAL MEETING OF STOCKHOLDERS

June 14, 201113, 2012

PROXY STATEMENT

The Board of Directors of The TJX Companies, Inc., or TJX, is soliciting your proxy for the 20112012 Annual Meeting. A majority of the shares outstanding and entitled to vote at the meeting is required for a quorum for the meeting.

You may vote on the Internet, using the procedures and instructions described on the proxy card and other enclosures. You may vote by telephone using the toll-free telephone number on the proxy card. BothThe process for Internet and telephone voting provideincludes easy-to-follow instructions and have proceduresis designed to authenticate your identity and permit you to confirm that your voting instructions are accurately reflected. Street name holders (who hold their shares through a third party, like a bank or broker) may vote by Internet or telephone if their banks or brokers make those methods available, in which case the banks or brokers will enclose the relevant instructions with the proxy statement. All stockholders of record may vote by signing and returning the enclosed proxy card.

You may revoke your proxy at any time before it is voted at the annual meeting by voting later by telephone or Internet, returning a later-dated proxy card, or delivering a written revocation to the Secretary of TJX.

 Our address is 770 Cochituate Road, Framingham, Massachusetts 01701.

Stockholders of record at the close of business on April 18, 201116, 2012 are entitled to vote at the meeting. Each of the 387,304,668741,678,724 shares of common stock outstanding on the record date is entitled to one vote.

This proxy statement, the proxy card and the Annual Report to Stockholders for our fiscal year ended January 29, 201128, 2012 (fiscal 2011)2012) are being first mailed to stockholders on or about the date of the notice of meeting. Our address is 770 Cochituate Road, Framingham, Massachusetts 01701.

meeting, April 27, 2012.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held on June 14, 2011:13, 2012: This proxy statement and Annual Report andForm 10-K for fiscal 20112012 are available athttp://bnymellon.mobular.net/bnymellon/tjx.

PROPOSAL 1

ELECTION OF DIRECTORS

We seek nominees withwho have established strong professional reputations, sophistication and experience in the retail and consumer industries. We also seek nominees with experience in substantive areas that are important to our business such as international operations;operations and growth; marketing and brand management; sales, buying and distribution; accounting, finance and capital structure; strategic planning and leadership of complex organizations; human resources and development practices; and strategy and innovation. Our nominees hold or have held senior executive positions in large, complex organizations or in businesses related to important substantive areas, and in these positions have also gained experience in core management skills and substantive areas relevant to our business. Our nominees also have experience working with or serving on boards of directors and board committees of other public companies, and each of our nominees has an understanding of corporate governance practices and trends. In addition, allmost of our nominees have significant prior service on our Board, which has provided them with significant exposure to both our business and the industry in which we compete. We believe that all our nominees possess the professional and personal qualifications necessary for board service, and we have highlighted particularly noteworthy attributes for each director in the individual biographies below.

The individuals listed below have been nominated and are standing for election at this year’s Annual Meeting. If elected, they will hold office until our 20122013 Annual Meeting of Stockholders and until their successors are duly elected and qualified. AllOther than Mr. Abdalla, who was elected by the Board in January 2012, all of our current directors were elected to the Board by our stockholders.

Your Board of Directors unanimously recommends that you vote FOR the election of each of the nominees as director.

Zein Abdalla, 53

Director since 2012

Mr. Abdalla has been CEO of PepsiCo Europe, a division of PepsiCo, Inc., a leading global food, snack and beverage company, since November 2009, prior to which he served as President, PepsiCo Europe Region starting in January 2006. Mr. Abdalla previously held a variety of senior positions at PepsiCo since he joined that company in 1995, including as General Manager of PepsiCo’s European Beverage Business, General Manager of Tropicana Europe and Franchise Vice President for Pakistan and the Gulf region. Mr. Abdalla’s executive experience with a large global company has given him expertise in corporate management, including in emerging markets, operations, brand management, distribution and global strategy.

José B. Alvarez, 4749

Director since 2007

Mr. Alvarez has been a member of the faculty of the Harvard Business School since 2009. From August 2008 through December 2008, Mr. Alvarez was the Global Executive Vice President for Business Development for Ahold, a global supermarket retail company. From 2001 to August 2008, he held various executive positions with Stop &Shop/Giant-Landover, Ahold’s U.S. subsidiary, including President and Chief Executive Officer of Stop &Shop/Giant-Landover from 2006 to 2008 and Executive Vice President, Supply Chain and Logistics from 2004 to 2006. Previously, he served in executive positions at Shaw’s Supermarkets, Inc. and began his career at the Jewel Food Stores subsidiary of American Stores Company in 1990. Mr. Alvarez is also a director of United Rentals, Inc. and Church & Dwight Co., Inc. Mr. Alvarez’s long career in retail has given him broad experience in large retail chain management, including store management, supply chain, logistics, distribution and strategy.

Alan M. Bennett, 6061

Director since 2007

Mr. Bennett has beenserved as the Chief Executive Officer of H&R Block Inc., a tax services provider, sincefrom July 2010 to May 2011 and was previously Interim Chief Executive Officer from November 2007 through August 2008. He

was Senior Vice President and Chief Financial Officer and a Member of the Office of the Chairman of Aetna, Inc., a diversified healthcare benefits company, from 2001 to 2007, and previously held other senior financial management positions at Aetna after joining in 1995. Mr. Bennett held various senior management roles in finance and sales/marketing at Pirelli Armstrong Tire Corporation, formerly Armstrong Rubber Company, from 1981 to 1995 and began his career with Ernst & Ernst (now Ernst & Young LLP). Mr. Bennett is also a director of Halliburton Company and H&R Block Inc.Fluor Corporation and was a director of H&R Block from 2008 to 2011 and Bausch & Lomb, Inc. from 2004 to 2007. Mr. Bennett’s senior leadership roles in two significant financial businesses provide him with executive experience in managing very large businesses and change management as well as financial expertise including financial management, taxes, accounting, controls, finance and financial reporting.


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Bernard Cammarata, 7172

Director since 1989

Mr. Cammarata has been Chairman of the Board of TJX since 1999. Mr. Cammarata served as Acting Chief Executive Officer of TJX from September 2005 to January 2007. He also led TJX and its former TJX subsidiary and T.J. Maxx Division from the organization of the business in 1976 until 2000, including serving as Chief Executive Officer and President of TJX, Chairman and President of TJX’s T.J. Maxx Division and Chairman of The Marmaxx Group.Group (Marmaxx). As the founder of TJX, Mr. Cammarata has participated in the leadership of TJX’s successful strategy and development from the beginning to its current position as the world’s largest off-price retailer and offers deep expertise in all aspects of TJX’s business, including management, operations, marketing, buying, distribution and financial matters.

David T. Ching, 5859

Director since 2007

Mr. Ching has been Senior Vice President and Chief Information Officer for Safeway Inc., a food and drug retailer, since 1994. Previously, Mr. Ching was the General Manager for British American Consulting Group, a software and consulting firm focusing on the distribution and retail industry. He also worked for Lucky Stores Inc., a subsidiary of American Stores Company from 1979 to 1993, including serving as the Senior Vice President of Information Systems. Mr. Ching was a director of Petco Animal Supplies, Inc. from 2005 to 2007. Mr. Ching’s strong technological experience and related management positions in the retail industry provide Mr. Ching expertise including information systems, information security and controls, technology implementation and operation, reporting and distribution in the retail industry.

Michael F. Hines, 5556

Director since 2007

Mr. Hines served as Executive Vice President and Chief Financial Officer of Dick’s Sporting Goods, Inc., a sporting goods retailer, from 1995 to March 2007. From 1990 to 1995, he held management positions with Staples, Inc., an office products retailer, most recently as Vice President, Finance. Mr. Hines spent 12 years in public accounting, the last eight years with the accounting firm Deloitte & Touche LLP. Mr. Hines is also a director of GNC Holdings, Inc. and Dunkin’ Brands Group, Inc. and was a director of The Yankee Candle Company, Inc. from 2003 to 2007. Mr. Hines’ experience as a financial executive and certified public accountant provides him with expertise in the retail industry including accounting, controls, financial reporting, tax, finance, risk management and financial management.

Amy B. Lane, 5859

Director since 2005

Ms. Lane was a Managing Director and Group Leader of the Global Retailing Investment Banking Group at Merrill Lynch & Co., Inc., from 1997 until her retirement in 2002. Ms. Lane previously served as a Managing Director at Salomon Brothers, Inc., where she founded and led the retail industry investment banking unit.

Ms. Lane is a director of GNC Holdings, Inc. and was also a director of Borders Group, Inc. from 1995 to 1999 and from 2001 to 2009. Ms. Lane’s experience as the leader of two investment banking practices covering the global retailing industry has given her substantial experience with financial services, capital markets, finance and accounting, capital structure, acquisitions and divestitures in that industry as well as management, leadership and strategy.

Carol Meyrowitz, 5758

Director since 2006

Ms. Meyrowitz has been Chief Executive Officer of TJX since January 2007, a director since September 2006 and wasalso served as President from October 2005 to January 2011. She served as Senior Executive Vice President of TJX from 2004 until January 2005, Executive Vice President of TJX from 2001 to 2004 and President of The Marmaxx Group from 2001 to January 2005. From January 2005 until October 2005, she was employed in an advisory role for TJX and consulted for Berkshire Partners LLC, a private equity firm. From


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1987 to 2001, she held various senior management positions with The Marmaxx Group and with Chadwick’s of Boston and Hit or Miss, former divisions of TJX. Ms. Meyrowitz is also a director of Amscan Holdings, Inc. and Staples, Inc. and was a director of The Yankee Candle Company, Inc. from 2004 to 2007. As Chief Executive Officer of the Company, and through the many other positions Ms. Meyrowitz has held with TJX since joining in 1987, Ms. Meyrowitz has a deep understanding of TJX and broad experience in all aspects of off-price retail, including innovation, strategy, buying, distribution, marketing, real estate, finance and accounting, and international operations.

John F. O’Brien, 6869

Director since 1996

Mr. O’Brien is the retired Chief Executive Officer and President of Allmerica Financial Corporation (now The Hanover Insurance Group, Inc.), an insurance and diversified financial services company, holding those positions from 1995 to 2002. Mr. O’Brien previously held executive positions at Fidelity Investments, an asset management firm, including Group Managing Director of FMR Corporation, Chairman of Institutional Services Company and Chairman of Brokerage Services, Inc. Mr. O’Brien serves as our Lead Director. Mr. O’Brien is also non-executive Chairman and a director of Cabot Corporation, a director of LKQ Corporation and a director of a family of 35 registered investment companies managed by BlackRock, Inc., an investment management advisory firm. Mr. O’Brien has substantial executive experience with two financial services businesses, giving him expertise including general management and oversight with respect to strategy, financial planning, insurance, operations, finance and capital structure.

Willow B. Shire, 6364

Director since 1995

Ms. Shire has been an executive consultant with Orchard Consulting Group since 1994, specializing in leadership development and strategic problem solving. Previously, she was Chairperson for the Computer Systems Public Policy Project within the National Academy of Science. She also held various positions at Digital Equipment Corporation, a computer hardware manufacturer, for 18 years, including Vice President and Officer, Health Industries Business Unit. Ms. Shire was a director of Vitesse Semiconductor Corporation from 2007 to 2009. Through her consulting experience and prior business experience, Ms. Shire brings expertise in leadership development, talent assessment, change management, human resources and development practices, cultural assessment and strategic problem solving.

CORPORATE GOVERNANCE

Integrity has been a core tenet of TJX since its inception. We seek to perform with the highest standards of ethical conduct and in compliance with all laws and regulations that relate to our businesses. We have Corporate Governance Principles, a Global Code of Conduct for our Associates, a Code of Ethics for TJX Executives, written charters for each of our Board Independence.committees and a Director Code of Business Conduct and Ethics. The current versions of these documents and other items relating to our governance can be found atwww.tjx.com.

Board Independence

Independence Determination.    Our Corporate Governance Principles provide that at least two-thirds of the members of our Board will be independent directors. The Board evaluates any relationships of each director and nominee with TJX and makes an affirmative determination whether or not each director and nominee is independent. To assist it in making its independence determination, the Board has adopted categorical standards, which are available in our Corporate Governance Principles on our website atwww.tjx.com.

As part of the Board’s annual review of director independence, the Board considered the recommendation of our Corporate Governance Committee and reviewed any transactions and relationships between each non-management director or any member of his or her immediate family and TJX. The purpose of this review was to determine whether there were any such relationships or transactions and if so, whether they were inconsistent with a determination that the director was independent.

As a result of this review, our Board unanimously determined that nineeight directors of our 11-member10-member Board (81.8%(80%) are independent, with the independent directors beingindependent: Zein Abdalla, José B. Alvarez, Alan M. Bennett, David A. Brandon, David T. Ching, Michael F. Hines, Amy B. Lane, John F. O’Brien and Willow B. ShireShire. The same determination was made previously with respect to David A. Brandon and Fletcher H. Wiley.Wiley, who each served on the Board until June 2011. Each of these directors met our categorical standards of independence. Bernard Cammarata, as Chairman, and Carol Meyrowitz, as Chief Executive Officer, are employees ofemployed by TJX. Mr. Brandon

Board Nominees and Mr. Wiley are not standing for re-election at the Annual Meeting.


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Service

Integrity has been a core tenet of TJX since its inception. We seek to perform with the highest standards of ethical conduct and in compliance with all laws and regulations that relate to our businesses. We have Corporate Governance Principles, a Code of Conduct for our associates, a Code of Ethics for TJX Executives, written charters for our Board committees and a Code of Business Conduct and Ethics for Directors. The current versions of these documents and other items relating to our governance can be found atwww.tjx.com.
Board’s Role in Risk Oversight.  It is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to TJX. The Board has oversight responsibility for the systems established to report and monitor the most significant risks applicable to TJX. The Board administers its risk oversight role directly and through its committee structure and the committees’ regular reports to the Board at Board meetings. The Board reviews strategic, financial and execution risks and exposures associated with the annual plan and multi-year plans, major litigation and other matters that may present material risk to the Company’s operations, plans, prospects or reputation, acquisitions and divestitures and senior management succession planning. The Audit Committee reviews risks associated with financial and accounting matters, including financial reporting, accounting, disclosure, internal controls over financial reporting, ethics and compliance programs, compliance with orders and data security. The Executive Compensation Committee reviews risks related to executive compensation and the design of compensation programs, plans and arrangements. The Corporate Governance Committee deals with risks related to performance evaluations and management succession (as discussed later in this section). The Finance Committee is responsible for risks related to financing, investment, capital structure, liquidity, and investment performance, asset allocation strategies and funding of our benefit plans.
Board Expertise and Diversity.  We seek to have a Board that represents diversity as to experience, gender and ethnicity/race, but we do not have a formal policy with respect to diversity. We also seek a Board that reflects a range of talents, ages, skills, viewpoints, professional experience, educational background and expertise to provide sound and prudent guidance with respect to our operations and interests. All of our directors are financially literate, and two members of our Audit Committee are audit committee financial experts.
Board Annual Performance Reviews.  We have a comprehensive review process for evaluating the performance of our Board and our directors. Our Corporate Governance Committee oversees the annual performance evaluation of the entire Board, our Chairman, our Lead Director, each of our committees and its chair, and each of our individual directors.
Board Nominees.Nominations.    The Corporate Governance Committee recommends to the Board individuals as director nominees who, in the opinion of the Corporate Governance Committee, have high personal and professional integrity, who have demonstrated ability, perspective and judgment and who will be effective, in conjunction with the other nominees to and members of the Board, in collectively serving the long-term best interests of our stockholders. In evaluating the suitability of individual Board nominees, the Corporate Governance Committee takes into account many factors, including general understanding of disciplines relevant to the success of a large publicly traded company in today’s business environment, understanding of our business and industry, professional background and leadership experience, experience on the boards of other large publicly traded companies, personal accomplishment, independence and geographic, gender, age, ethnic and racial diversity. The Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound judgment using its diversity of experience. In addition, the Corporate Governance Committee considers, in light of our business, each director nominee’s experience, qualifications, attributes and skills that are identified in the biographical information contained under “Election of Directors.”

The Corporate Governance Committee’s process for identifying and evaluating candidates, including candidates recommended by stockholders, includes actively seeking to identify qualified individuals by various means which may include reviewing lists of possible candidates, such as chief executive officers of public companies or leaders of finance or other industries,industries; considering proposals from sources, such as the Board of Directors, management, employees,Associates, stockholders and industry contacts,contacts; and engaging an outsidea third-party search firm to expand our search and assist in compiling information about possible candidates. During fiscal 2012, Mr. Abdalla was recommended to the Corporate Governance Committee by a third-party search firm.


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The Corporate Governance Committee has adopted a policy with respect to submission by stockholders of candidates for director nominees which is available on our website atwww.tjx.com. Any stockholder may submit in writing one candidate for consideration for each stockholder meeting at which directors are to be elected by not later than the 120th calendar day before the first anniversary of the date that we released our proxy statement to stockholders in connection with the previous year’s annual meeting. Recommendations should be sent to the Secretary of TJX,c/o Office of the Secretary of The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701. A recommendation must include specified information about, and consents and agreements of, the candidate.candidate, as described in the policy. The Corporate Governance Committee evaluates candidates for the position of director recommended by stockholders or others in the same manner.manner as candidates from other sources. The Corporate Governance Committee will determine whether to interview any candidates and may seek additional information about candidates from third-party sources.

Board Expertise and Diversity.    We seek to have a Board that represents diversity as to experience, gender and ethnicity/race, but we do not have a formal policy with respect to diversity. We also seek to have a Board that reflects a range of talents, ages, skills, viewpoints, professional experience, educational background and expertise to provide sound and prudent guidance with respect to our operations and interests. All of our directors are financially literate, and two members of our Audit Committee are audit committee financial experts.

Majority Voting.Voting.    Our by-laws provide for the election of directors in an uncontested election by a majority of the shares properly cast at the meeting. Our Corporate Governance Principles, available atwww.tjx.com, require any nominee for director to provide an irrevocable contingent resignation at or prior to election, effective only if such director fails to receive the requisite majority vote in an uncontested election, and the Board accepts such resignation. Our Corporate Governance Principles provide procedures for the consideration of such resignation by the Board. Within 90 days of the date of the annual meeting of stockholders, the Board, with the recommendation of the Corporate Governance Committee, will act upon such resignation. In making its decision, the Board will consider the best interests of TJX and its stockholders, and take what it deems to be appropriate action. Such action may include accepting or rejecting the resignation or taking further measures to address those concerns that were the basis for the underlying stockholder vote.

Policies Relating to Board Service.    It is our policy that no director shall be nominated who has attained the age of 75 prior to or on the date of his or her election. Under our Corporate Governance Principles, directors who are CEOs of public companies should not serve on more than two boards of public companies besides their own and no director should serve on more than five boards of public companies. Under our Audit Committee Charter, members of the Audit Committee should not serve on more than two audit committees of other companies. When a director’s principal occupation or business association changes during his or her tenure as a director, our Corporate Governance Principles provide that the director is required to tender his or her resignation from the Board, and the Corporate Governance Committee will recommend to the Board any action to be taken with respect to the resignation.

Board Committees and Meetings

Board Attendance.    During fiscal 2012, our Board met 10 times. Each of our directors attended at least 75% of all meetings of the Board and committees of which he or she was then a member. At each regularly scheduled Board meeting, the independent directors met separately. It is our policy, included in our Corporate Governance Principles, that all nominees and directors standing for election are expected to attend the annual meeting of stockholders. All nine of our nominees and directors who were then serving on our Board attended the 2011 Annual Meeting.

The Board of Directors has five standing committees: Audit, Corporate Governance, Executive, Executive Compensation and Finance. Each committee’s charter is available on our website atwww.tjx.com.

All members of the Audit, Corporate Governance, Executive Compensation and Finance Committees are independent directors. While each committee has designated responsibilities, the committees act on behalf of the entire Board. The committees regularly report on their activities to the entire Board.

The table below provides information about membership and meetings of these committees during fiscal 2012:

Name

  Audit  Corporate
Governance		  Executive  Executive
Compensation		  Finance 

José B. Alvarez

   X      X   

Alan M. Bennett

    X     X*   X  

David A. Brandon**

      X*   X  

Bernard Cammarata

     X*   

David T. Ching

   X    X     

Michael F. Hines

   X*      X  

Amy B. Lane

   X     X     X* 

Carol Meyrowitz

      

John F. O’Brien

     X    X   

Willow B. Shire

    X*    X   

Fletcher H. Wiley**

   X    X     
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Number of meetings during fiscal 2012

   11    3    0    7    4  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  *Chair. Mr. Bennett replaced Mr. Brandon as Chair of the Executive Compensation Committee in June 2011.

**Mr. Brandon and Mr. Wiley did not stand for election in June 2011.

Audit Committee.    The Audit Committee is responsible for the annual appointment of the independent registered public accounting firm and oversight of the financial reporting process. Each member of the Audit Committee is a non-employee director and meets the independence standards adopted by the Board in compliance with New York Stock Exchange listing standards. The Audit Committee operates under the terms of a written charter which is reviewed by members of the committee annually. Specifically, the Audit Committee’s responsibilities include:

reviewing with management, internal auditors and the independent registered public accounting firm our quarterly and annual financial statements, including the accounting principles and procedures applied in their preparation and any changes in accounting policies;

monitoring our system of internal financial controls and accounting practices;

overseeing the internal and external audit process, including the scope and implementation of the annual audit;

overseeing our compliance and ethics programs;

selecting or terminating the independent registered public accounting firm, approving their compensation and evaluating the performance of the independent registered public accounting firm, including the lead audit and reviewing partners;

establishing and maintaining procedures for receipt, retention and treatment of complaints, including the confidential and anonymous submission of complaints by employees, regarding accounting or auditing matters;

pre-approving all work by the independent registered public accounting firm; and

reviewing other matters as the Board deems appropriate.

Executive Compensation Committee.    The Executive Compensation Committee, or the ECC, is responsible for overseeing executive compensation and benefits. Each member of the ECC is a non-employee director and meets the independence standards adopted by the Board in compliance with New York Stock Exchange listing standards. The ECC operates under the terms of a written charter which is reviewed by the members of the

committee annually. Pursuant to its charter, the ECC may delegate its authority to a subcommittee or to such other person that the ECC determines is appropriate and is permitted by law. Specifically, the ECC’s responsibilities include:

approving the compensation, including awards of stock options, bonuses and other awards and incentives, of our executive officers and other Associates in such categories as are from time to time identified by the ECC;

determining the compensation of the Chief Executive Officer, including awards of stock options, bonuses and other awards and incentives, based on the evaluation by the Corporate Governance Committee of the performance of the Chief Executive Officer and such other factors as the Committee deems relevant;

determining the performance goals and performance criteria under our incentive plans;

approving the terms of employment of our executive officers;

reviewing other matters that the Board or the ECC deems appropriate, such as our succession plan for the CEO and other executive officers; and

overseeing the administration of our incentive plans.

The ECC also reviewed our compensation policies and practices for our Associates to confirm that they do not give rise to risks which are reasonably likely to have a material adverse effect on the Company.

Corporate Governance Committee.    The Corporate Governance Committee is responsible for recommending nominees for directors to the Board and for our corporate governance practices. Each member of the Corporate Governance Committee is a non-employee director and meets the independence standards adopted by the Board in compliance with New York Stock Exchange listing standards. The Corporate Governance Committee operates under the terms of a written charter which is reviewed by the members of the committee annually. Specifically, the Corporate Governance Committee’s responsibilities include:

recommending director nominees to the Board;

developing and reviewing corporate governance principles;

reviewing our policies with respect to corporate public responsibility, including charitable and political contributions and political advocacy;

reviewing practices and policies with respect to directors, including retirement policies, the size of the Board and the meeting frequency of the Board, and reviewing the functions, duties and composition of the committees of the Board and compensation for committee members;

recommending processes for the annual evaluations of the performance of the Board, the Chairman, the Lead Director and each committee and its chair;

establishing performance objectives for the Chief Executive Officer and annually evaluating the performance of the Chief Executive Officer against such objectives; and

overseeing the maintenance and presentation to the Board of management’s plans for succession to senior management positions.

Executive Committee.    The Executive Committee meets at such times as it determines to be appropriate and has the authority to act for the Board on specified matters during the intervals between meetings of the Board.

Finance Committee.    The Finance Committee is responsible for reviewing and making recommendations to the Board relating to our financial activities and condition. The Finance Committee operates under the terms of a written charter which is reviewed by the members of the committee annually. Specifically, the Finance Committee’s responsibilities include:

reviewing and making recommendations to the Board with respect to our financing plans and strategies, financial condition, capital structure, tax strategies, liabilities and payments, dividends, stock repurchase programs and insurance programs;

approving our cash investment policies, foreign exchange risk management policies and capital investment criteria and agreements for borrowing by us and our subsidiaries from banks and other financial institutions; and

reviewing investment policies, performance and actuarial status of our pension and other retirement benefit plans.

Board Leadership Structure and Role in Risk Oversight

Board Leadership Structure.Structure.    Our Board annually elects a Chairman of the Board of Directors. The Board has chosen to separate the roles of Chairman and Chief Executive Officer. BecauseConsistent with our Corporate Governance Principles, because our current Chairman, Bernard Cammarata, is not an independent, director, consistent with our Corporate Governance Principles, our independent directors have elected a Lead Director, John F. O’Brien. In this role, among other duties, Mr. O’Brien meets at least quarterly with Carol Meyrowitz, our Chief Executive Officer, and with other senior officers as necessary, attends regular management business review meetings, schedules meetings of the independent directors, presides at meetings of the Board at which the Chairman is not present, including meetings of the independent directors, serves as a liaison between the independent directors and the Chairman and Company management, approves meeting schedules and agendas, attends the meetings of each Board committee and undertakes other responsibilities designated by the independent directors. The Board believes that the separate roles of Mr. Cammarata, Ms. Meyrowitz and Mr. O’Brien are in the best interests of TJX and its stockholders. Mr. Cammarata has wide-ranging, in-depth knowledge of our business arising from his many years of service to TJX and, as a result, provides effective leadership for the Board and support for Ms. Meyrowitz and other management. The structure permits Ms. Meyrowitz to devote her attention to leading TJX and focus on the execution of its business strategy. Mr. O’Brien provides independence in TJX’s Board leadership as provided in the Corporate Governance Principles through his review and approval of meeting agendas, his participation in management business review meetings and his leadership of the independent directors.

Attendance.Board’s Role in Risk Oversight.    During fiscal 2011, ourIt is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to TJX. The Board met ten times. Each director attended at least 75% of all meetings ofhas oversight responsibility for the systems established to report and monitor the most significant risks applicable to TJX. The Board administers its risk oversight role directly and through its committee structure and the committees’ regular reports to the Board at Board meetings. The Board reviews strategic, financial and committees of which he or she was a member. At each regularly scheduled Board meeting, the independent directors met separately. It is our policy that all nomineesexecution risks and directors standing for re-election are expected to attendexposures associated with the annual meetingplan and multi-year plans, any major litigation and other matters that may present material risk to the Company’s operations, plans, prospects or reputation, acquisitions and divestitures and senior management succession planning and receives regular reports from our Chief Compliance Officer and Director of stockholders. All nomineesEnterprise Risk. The Audit Committee reviews risks associated with financial and directors who stood for re-election attendedaccounting matters, including financial reporting, accounting, disclosure, internal controls over financial reporting, ethics and compliance programs, compliance with orders and data security. The ECC reviews risks related to executive compensation and the 2010 Annual Meeting.

Board Committees.design of compensation programs, plans and arrangements. The Board of Directors has five standing committees: Audit, Corporate Governance Executive, Executive CompensationCommittee deals with risks related to board and Finance. Each committee’s charter is available on our website atwww.tjx.com.
All members of the Audit, Corporate Governance,CEO evaluations and management succession. The Finance and Executive Compensation Committees are independent directors. While each committee has designated responsibilities, the committees act on behalf of the entire Board. The committees regularly report on their activities to the entire Board.


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The table below provides information about these committees during fiscal 2011:
                     
    Corporate
   Executive
  
Name
 Audit Governance Executive Compensation Finance
 
José B. Alvarez  X           X     
Alan M. Bennett      X           X 
David A. Brandon              X*  X 
Bernard Cammarata          X*        
David T. Ching  X   X             
Michael F. Hines  X*              X 
Amy B. Lane  X       X       X*
Carol Meyrowitz                    
John F. O’Brien          X   X     
Robert F. Shapiro**  X   X   X         
Willow B. Shire      X*      X     
Fletcher H. Wiley  X   X             
Number of meetings during fiscal 2011  12   5   1   8   4 
*Chair
**Mr. Shapiro did not stand for re-election in June 2010.
Audit Committee.  The Audit Committee is responsible for the annual appointmentrisks related to financing, investment, capital structure, liquidity, and investment performance, asset allocation strategies and funding of the independent registered public accounting firm and oversightour benefit plans.

Compensation Program Risk Assessment.    As part of the financial reporting process. Each member of the Audit Committee is a non-employee director and meets the independence standards adoptedour regular enterprise risk assessment process overseen by the Board in complianceand described above, we review the risks associated with New York Stock Exchange listing standards. The Audit Committee operates under the terms of a written charter which is reviewed by members of the committee annually. Specifically, the Audit Committee’s responsibilities include:

• reviewing with management, internal auditors and the independent registered public accounting firm our quarterly and annual financial statements, including the accounting principles and procedures applied in their preparation and any changes in accounting policies;
• monitoring our system of internal financial controls and accounting practices;
• overseeing the internal and external audit process, including the scope and implementation of the annual audit;
• overseeing our compliance and ethics programs;
• selecting or terminating the independent registered public accounting firm, approving their compensation and evaluating the performance of the independent registered public accounting firm, including the lead audit and reviewing partners;
• establishing and maintaining procedures for receipt, retention and treatment of complaints, including the confidential and anonymous submission of complaints by employees, regarding accounting or auditing matters;
• pre-approving all work by the independent registered public accounting firm; and
• reviewing other matters as the Board deems appropriate.
Executive Compensation Committee.  The Executive Compensation Committee, orour compensation plans and arrangements. In fiscal 2012, the ECC is responsible for overseeing executive compensation and benefits. Each member of the ECC is a non-employee director and meets the independence standards adopted by the Board in compliance with New York Stock Exchange listing standards. The ECC operates under the terms of a written charter which is reviewed by the members of the committee annually. Pursuant to its charter, the ECC may delegate its authority to a subcommittee or to such other person that the ECC determines is appropriate and is permitted by law.


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Specifically, the ECC’s responsibilities include:
• approving the compensation, including awards of stock options, bonuses and other incentives, of our executive officers and other employees in such categories as are from time to time identified by the ECC;
• determining the performance targets and performance criteria under our incentive plans;
• approving the terms of employment of our executive officers;
• reviewing other matters that the Board or ECC deems appropriate, such as our succession plan for the CEO and other executive officers; and
• overseeing the administration of our incentive plans.
The ECC also reviewed ourTJX’s employee compensation policies and practices for our employees to confirmand determined that they do not give rise to risks whichthat are reasonably likely to have a material adverse effect on TJX. The ECC’s assessment considered (a) what risks could be created or encouraged by our executive and broad-based compensation plans and arrangements worldwide, (b) how those potential risks are monitored, mitigated and managed and (c) whether those potential risks are reasonably likely to have a material adverse effect on TJX. The assessment was led by our Chief Compliance Officer and Director of Enterprise Risk, whose responsibilitiesinclude leadership of our enterprise risk management process, and included consultation with and input by, among others, executive officers, senior human resources and financial executives, the Company.ECC’s independent compensation consultant and internal and external legal counsel. This process included:

a review of our compensation programs and practices, including our historical compensation practices;

analysis of programs or program features and practices that could potentially encourage excessive or unreasonable risk-taking of a material nature;

Corporate Governance Committee.  The Corporate Governance Committee is responsible for recommending nominees for directors

a review of business risks that these program features could potentially encourage;

identification of factors that mitigate risks to the business and incentives for executives to take excessive risk, including, among others, a review of compensation design and elements of the compensation programs, the balance among these program elements, role of compensation consultants and other advisors, authority and discretion of the Board, the ECC and other Board committees in compensation, controls and procedures, program and cultural elements and potential for individual or group influences; and

consideration of the balance of potential risks and rewards related to our compensation programs and its role in implementation of our corporate governance practices. Each memberstrategy.

Codes of the Corporate Governance Committee is a non-employee directorConduct and meets the independence standards adopted by the Board in compliance with New York Stock Exchange listing standards. The Corporate Governance Committee operates under the terms of a written charter which is reviewed by the members of the committee annually. Specifically, the Corporate Governance Committee’s responsibilities include:

• recommending director nominees to the Board;
• developing and reviewing corporate governance principles;
• reviewing practices and policies with respect to directors, including retirement policies, the size of the Board and the meeting frequency of the Board, and reviewing the functions, duties and composition of the committees of the Board;
• recommending processes for the annual evaluations of the performance of the Board, the Chairman, the Lead Director and each committee and its chair;
• establishing performance objectives for the Chief Executive Officer and annually evaluating the performance of the Chief Executive Officer against such objectives; and
• overseeing the maintenance and presentation to the Board of management’s plans for succession to senior management positions.
Executive Committee.  The Executive Committee meets at such times as it determines to be appropriateEthics and has the authority to act for the Board on specified matters during the intervals between meetings of the Board.
Finance Committee.  The Finance Committee is responsible for reviewing and making recommendations to the Board relating to our financial activities and condition. The Finance Committee operates under the terms of a written charter which is reviewed by the members of the committee annually. Specifically, the Finance Committee’s responsibilities include:
• reviewing and making recommendations to the Board with respect to our financing plans and strategies, financial condition, capital structure, tax strategies, liabilities and payments, dividends, stock repurchase programs and insurance programs;
• approving our cash investment policies, foreign exchange risk management policies and capital investment criteria and agreements for borrowing by us and our subsidiaries from banks and other financial institutions; and
• reviewing investment policies, performance and actuarial status of our pension and other retirement benefit plans.


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Other Policies

Policies Relating to Directors.  It is our policy that no director shall be nominated who has attained the age of 75 prior to or on the date of his or her election or re-election. Under our Corporate Governance Principles, directors who are CEOs of public companies should not serve on more than two boards of public companies besides their own; no director should serve on more than five boards of public companies; and under our Audit Committee Charter, members of the Audit Committee should not serve on more than two audit committees of other companies. When a director’s principal occupation or business association changes during his or her tenure as a director, our Corporate Governance Principles provide that the director is required to tender his or her resignation from the Board, and the Corporate Governance Committee will recommend to the Board any action to be taken with respect to the resignation.
Global Code of Conduct.Conduct for Associates.    We have a Global Code of Conduct for our associatesAssociates designed to ensure that our business is conducted with integrity. Our Global Code of Conduct covers professional conduct, including employment policies, ethical business dealings, conflicts of interest, confidentiality, intellectual property rights and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. Information concerning ourWe have a Code of Conduct ishelpline to allow Associates to voice their concerns. We also have procedures for Associates to report complaints regarding accounting and auditing matters. Information about the helpline and procedures are available on our website atwww.tjx.com.www.tjx.com
.

Code of Ethics for TJX Executives and Director Code of Business Conduct and Ethics for Directors..    We have a Code of Ethics for TJX Executives governing our Chairman, Chief Executive Officer, President, Chief Financial Officer and other senior operating, financial and legal executives. The Code of Ethics for TJX Executives is designed to ensure integrity in our financial reports and public disclosures. We also have a Director Code of Business Conduct and Ethics for Directors which promotes honest and ethical conduct, compliance with applicable laws, rules and regulations and the avoidance of conflicts of interest. Both of these codes of conduct are published on our website atwww.tjx.com.We intend to disclose any future amendments to, or waivers from, the Code of Ethics for TJX Executives or the Director Code of Business Conduct and Ethics for Directors within four business days of the waiver or amendment through a website posting or by filing a Current Report onForm 8-K with the Securities and Exchange Commission, or SEC.

Stock Ownership Guidelines.Guidelines for Directors and Executives.    Our Corporate Governance Principles provide that a director is expected to acquire initially at least $10,000 of our common stock outright and to attain stock ownership with a fair market value equal to at least five times the annual retainer paid to the directors within five years of initial election to the Board. Our Chief Executive Officer is expected to attain stock ownership with a fair market value equal to at least five times annual base compensation and our President, our Chief Financial Officer and each Senior Executive Vice President is expected to attain stock ownership with a fair market value of at least three times annual base compensation. Such ownership guidelines for our executive officers are reduced by 50% at age 62. Executives are expected to make steady progress toward these ownership guidelines and to attain them within five years from their respective dates of hire foras or promotion to the above positions. It is expected that executives who have not yet achieved these guidelines will retain 50% of their shares (on an after-tax basis) resulting from the exercise of stock options and vesting of restricted and deferred stock.

Board Annual Performance Reviews.    We have a comprehensive review process for evaluating the performance of our Board and restricted stock.

our directors. Our Corporate Governance Committee oversees the annual performance evaluation of the entire Board, our Chairman, our Lead Director, each of our committees and its chair, and each of our individual directors.

Sustainability.    As part of our continued commitment to corporate responsibility, TJX has long been pursuingpursued solutions to sustainability challenges that both preserve natural resources and improveare good for the environment as well as the Company’s profitability.

We continue to be committed to environmentally sound business practices throughout our operations, including energy and water conservation as well as recycling and waste reduction. We have discussed our efforts with shareholderstockholder groups over the years and understand the importance to our business, shareholders, associates,stockholders, Associates, customers and communities of strong, sustainable business practices.

Our corporate social responsibility report, which highlights efforts we have made in these initiatives, is available on our websiteat www.tjx.com.

Online Availability of Information.    The current versions of our Corporate Governance Principles, Global Associate Code of Conduct, Code of Ethics for TJX Executives, Director Code of Business Conduct and Ethics, and charters for our Audit, Corporate Governance, Executive, Executive Compensation and Finance Committees are available on our website atwww.tjx.com.

Communications with Directors.the Board

Security holders and other interested parties may communicate directly with the Board, the non-management directors or the independent directors as a group, specified individual directors or the Lead Director by writing to such individual or groupc/o Office of the Secretary, The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701. The Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the Board.

Online Availability of Information. Stockholders and others can communicate complaints regarding accounting, internal accounting controls or auditing matters by writing to the Audit Committee, c/o Vice President, Corporate Internal Audit Director, The current versions of our Corporate Governance Principles, Code of Conduct for Associates, Code of Ethics for TJX Executives, Code of Business Conduct and Ethics for Directors, and charters for our Audit, Corporate Governance, Executive, Executive Compensation and Finance Committees are available on our website atwww.tjx.com.


9

Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701.

Transactions with Related Persons

Under the Corporate Governance Committee’s charter, the Committee is responsible for reviewing and approving or ratifying any transaction in which TJX and any of our directors, director nominees, executive officers, 5% stockholders and their immediate family members are participantsis a participant and in which such persons haveperson has a direct or indirect material interest as provided under SEC rules. In the course of reviewing potential related person transactions, the Corporate Governance Committee considers the nature of the related person’s interest in the transaction; the presence of standard prices, rates or charges or terms otherwise consistent with arms-length dealings with unrelated third parties; the materiality of the transaction to each party; the reasons for TJX entering into the transaction with the related person; the potential effect of the transaction on the status of a director as an independent, outside or disinterested director or committee member; and any other factors the Committee may deem relevant. Our General Counsel’s office is primarily responsible for the implementation of processes and procedures for screening potential transactions and providing information to the Corporate Governance Committee.

In April 2012, we acquired two office buildings in Marlborough, Massachusetts intended to be used as part of our corporate headquarters for an aggregate purchase price of approximately $62.5 million from affiliates of FMR LLC, which, with its related funds, beneficially owns more than 5% of our outstanding stock. We employ Charles Barios, the brother-in-law of our CEO, as a Manager of Technical Services. He received compensation from us consistent with other Associates at his level and with his responsibilities that totaled approximately $145,436 for fiscal 2012, including salary and incentive compensation, and he participates in company benefit plans generally available to Associates. Our Corporate Governance Committee discussed and approved these transactions, consistent with our review process described above.

Audit Committee Report

We operate in accordance with a written charter adopted by the Board and reviewed annually by the Committee. We are responsible for overseeing the quality and integrity of TJX’s accounting, auditing and financial reporting practices. The Audit Committee is composed solely of members who are independent, as defined by the New York Stock Exchange and TJX’s Corporate Governance Principles. Further, the Board has determined that two of our members (Mr. Hines and Ms. Lane) are audit committee financial experts as defined by the rules of the SEC.

The Audit Committee met 1211 times during fiscal 2011,2012, including four meetings held with TJX’s Chief Financial Officer, Corporate Controller, Corporate Internal Audit and PricewaterhouseCoopers LLP, (PwC),or PwC, TJX’s independent registered public accounting firm, prior to the public release of TJX’s quarterly and annual earnings announcements in order to discuss the financial information contained in the announcements.

We took numerous actions to discharge our oversight responsibility with respect to the audit process. We received the written disclosures and the letter from PwC pursuant to Rule 3526, Communication with Audit Committees Concerning Independence, of the Public Company Accounting Oversight Board (“PCAOB”)(PCAOB) concerning any relationships between PwC and TJX and the potential effects of any disclosed relationships on PwC’s independence and discussed with PwC its independence. We discussed with management, the internal auditors and PwC, TJX’s internal control over financial reporting and management’s assessment of the effectiveness of internal control over financial reporting and the internal audit function’s organization, responsibilities, budget and staffing. We reviewed with both PwC and our internal auditors their audit plans, audit scope and identification of audit risks.

We discussed and reviewed with PwC communications required by the Standards of the PCAOB (United States), as described in PCAOB AU Section 380, “Communication with Audit Committees,” and, with and without management present, discussed and reviewed the results of PwC’s examination of TJX’s financial statements. We also discussed the results of the internal audit examinations with and without management present.

The aggregate fees that TJX paid for professional services rendered by PwC for fiscal 2012 and fiscal 2011 were:

In thousands

  2012   2011 

Audit

  $4,967    $4,377  

Audit Related

   295     415  

Tax

   318     488  

All Other

   22     12  
  

 

 

   

 

 

 

Total

  $5,602    $5,292  
  

 

 

   

 

 

 

Audit fees were for professional services rendered for the audits of TJX’s consolidated financial statements including financial statement schedules and statutory and subsidiary audits, assistance with review of documents filed with the SEC, and opinions on the effectiveness of internal control over financial reporting with respect to fiscal year ended January 30, 2010 (fiscal 2010) were:

         
In thousands
 2011  2010 
 
Audit $4,377  $4,475 
Audit Related  415   381 
Tax  488   476 
All Other  12   13 
         
Total $5,292  $5,345 
2012 and fiscal 2011.


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Audit related fees were for services related to consultations concerning financial accounting and reporting standards and employee benefit plan and medical claims audits.

Tax fees were for services related to tax compliance, planning and advice, including assistance with tax audits and appeals, tax services for employee benefit plans, and requests for rulings and technical advice from tax authorities.

• Audit fees were for professional services rendered for the audits of TJX’s consolidated financial statements including financial statement schedules and statutory and subsidiary audits, assistance with review of documents filed with the SEC, and opinions on the effectiveness of internal control over financial reporting with respect to fiscal 2011 and fiscal 2010.
• Audit related fees were for services related to consultations concerning financial accounting and reporting standards and employee benefit plan and medical claims audits.
• Tax fees were for services related to tax compliance, planning and advice, including assistance with tax audits and appeals, tax services for employee benefit plans, and requests for rulings and technical advice from tax authorities.
• All other fees were for services related to training for TJX’s internal audit department in fiscal 2011 and fiscal 2010.
All other fees were for services related to training for TJX’s internal audit department in fiscal 2012 and fiscal 2011.

We pre-approve all audit services and all permitted non-audit services by PwC, including engagement fees and terms. We have delegated the authority to take such action between meetings to the Audit Committee chair, who reports the decisions made to the full Audit Committee at its next scheduled meeting.

Our policies prohibit TJX from engaging PwC to provide any services relating to bookkeeping or other services related to accounting records or financial statements, financial information system design and implementation, appraisal or valuation services, fairness opinions orcontribution-in-kind reports, actuarial

services, internal audit outsourcing, any management function, legal services or expert services not related to the audit, broker-dealer, investment adviser, or investment banking services or human resource consulting. In addition, we evaluate whether TJX’s use of PwC for permitted non-audit services is compatible with maintaining PwC’s independence. We concluded that PwC’s provision of non-audit services, which we approved in advance, was compatible with their independence.

We reviewed and discussed the audited financial statements of TJX as of and for fiscal 20112012 with management and PwC. Management has the responsibility for the preparation of TJX’s financial statements, and PwC has the responsibility for the audit of those statements.

Based on these reviews and discussions with management and PwC, we recommended to the Board that TJX’s audited financial statements be included in its Annual Report onForm 10-K for fiscal 20112012 for filing with the SEC. We also have selected PwC as the independent registered public accounting firm for fiscal 2012,2013, subject to ratification by TJX’s stockholders.

Audit Committee

Michael F. Hines,Chair

José B. Alvarez

David T. Ching

Amy B. Lane

Fletcher H. Wiley


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Beneficial Ownership

The following table shows, as of April 18, 2011,16, 2012, the number of shares of our common stock beneficially owned by each director, each director nominee, each executive officer named in the Summary Compensation Table and all directors and executive officers as a group:

group. All share and share-based numbers in this proxy statement reflect the two-for-one stock split effected February 2, 2012.

Name

Number of
Shares(1)

Zein Abdalla

   1,654  
Number of
Name
Shares(1)

José B. Alvarez

   11,74828,827  

Alan M. Bennett

   13,39832,127  
David A. Brandon

Bernard Cammarata(2)(3)

   21,9783,048,994  
Bernard Cammarata(2)(3)

David T. Ching

   1,524,49732,088  
David T. Ching

Ernie L. Herrman

   13,413683,180  
Ernie L. Herrman

Michael F. Hines

   345,96740,294  
Michael F. Hines

Amy B. Lane(3)

   17,47155,093  
Amy B. Lane(3)

Carol Meyrowitz

   27,067565,208  
Carol Meyrowitz

Jeffrey G. Naylor

   497,148156,062  
Jeffrey G. Naylor

John F. O’Brien

   208,584124,208  
John F. O’Brien

Jerome Rossi

   59,335154,270  
Jerome Rossi

Willow B. Shire

   103,922134,656  
Willow B. Shire

Paul Sweetenham

   78,0580  
Paul Sweetenham92,064
Fletcher H. Wiley48,681

All Directors, Nominees and Executive Officers as a Group (17(18 Persons)(4)

   3,234,8765,559,579  

The total number of shares beneficially owned by each individual and by the group above each constitutes less than 1% of the outstanding shares. Reflects sole voting and investment power except as indicated in footnotes below.

(1)Reflects sole voting and investment power except as indicated in footnotes below.

Includes shares of common stock whichthat the following persons had the right to acquire on April 18, 201116, 2012 or within sixty (60) days thereafter through the exercise of options: Mr. Herrman, (176,794),215,408; Ms. Lane, (7,956),12,912; Ms. Meyrowitz, (65,964), Mr. Naylor (50,104),185,288; Mr. O’Brien, (12,000),24,000; Mr. Rossi, (50,104),29,148; Ms. Shire, (48,000) and Mr. Sweetenham (9,534)72,000 and all directors,

nominees and executive officers as a group, 496,764.657,848. Includes performance-based restricted shares that are subject to forfeiture restrictions: Mr. Herrman, (132,188),420,000; Ms. Meyrowitz, (240,000),240,000; Mr. Naylor, (80,000),110,000; Mr. Rossi, (43,800), Mr. Sweetenham (79,100)96,000 and all directors, nominees and executive officers as a group, 650,076.1,197,500. Includes the following vested deferred shares (and estimated deferred shares for accumulated dividends) held by the following directors: Mr. Abdalla, 677; Mr. Alvarez, (10,300),25,581; Mr. Bennett, (10,300), Mr. Brandon (20,880),25,581; Mr. Ching, (8,083),18,880; Mr. Hines, (11,373),27,748; Ms. Lane, (12,635),28,079; Mr. O’Brien, (21,226),45,442; Ms. Shire, (21,312) and Mr. Wiley (33,583)45,616 and all directors, nominees and executive officers as a group, 149,692.217,604. Includes estimated deferred shares (including(and estimated deferred shares for accumulated dividends payable in shares)dividends) that vest within 60 days of April 18, 201116, 2012 held by the following: each non-employee director, 1,098following directors: Mr. Abdalla, 677; Mr. Alvarez, 2,546; Mr. Bennett, 2,546; Mr. Ching, 2,546; Mr. Hines, 2,546; Ms. Lane, 2,546; Mr. O’Brien, 2,546; Ms. Shire, 2,546 and all directors, nominees, and executive officers as a group, 9,882. The total number of shares beneficially owned by each individual and by the group each constitutes less than 1% of the outstanding shares.18,499.

(2)Excludes 1,6083,216 shares owned by Mr. Cammarata’s wife as to which Mr. Cammarata disclaims beneficial ownership.

(3)Includes shares owned by trusts or a charitable foundation of which the individualfollowing is a trustee or officer: Mr. Cammarata, (1,524,497)3,048,994 and Ms. Lane, (650).1,300.


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(4)Includes 16,000 shares owned jointly and over which an executive officer and spouse share voting and dispositive power.

AsThe following table shows, as of April 18, 2011, based on information filed with the SEC, persons16, 2012, each person known by us to beneficially ownbe the beneficial owner of 5% or more of our outstanding common stockstock:

Name and Address of Beneficial Owner

  Number of
Shares		   Percentage of
Class
Outstanding		 

FMR LLC

82 Devonshire Street

Boston, MA 02109

   95,850,314     12.71% 

The amounts above are based on ownership of FMR LLC at December 31, 2011, as follows:

         
    Percentage of
  Number of
 Class
Name and Address of Beneficial Owner
 Shares Outstanding
 
FMR, LLC
82 Devonshire Street
Boston, MA 02109		  40,152,783(1)  10.145%
(1) Reflects sole voting power with respect to 2,746,289 shares and sole dispositive power with respect to all shares.
indicated in its Schedule 13G/A filed with the SEC on February 14, 2012, which reflected sole voting power with respect to 5,289,370 of the shares and sole dispositive power with respect to 95,850,314 shares.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers to file reports of holdings and transactions in our common stock with the SEC and the New York Stock Exchange. To facilitate compliance, we have undertaken the responsibility to prepare and file these reports on behalf of our officers and directors. Based on our records and other information, all reports were timely filed, except that on April 23, 2010, Mr. Naylor filed a Form 4 two days late relating to the withholding of shares in payment of a tax liability arising from the vesting of shares. The failure to report this transaction on time was inadvertent and was corrected promptly upon discovery.


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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

Over the last 10 years, our management has led TJX’s excellent performance through weak and strong economies, more than doubling sales and earnings. We believe our compensation program has been a key component to achieving this success and is critical to motivating our management to achieve our business goals, encouraging long-term strategy, rewarding them for performance and retaining them. The fiscal 2012 compensation of our named executive officers reflects our strong performance for the fiscal year.

Our Performance

Fiscal 20112012 was another outstandingsuccessful year for TJX.

Our Boardfiscal 2012 net sales reached $23.2 billion, a 6% increase over last year.

Our U.S. businesses continued to exceed our expectations in fiscal 2012, posting significant comparable store sales increases on top of significant increases in the prior two years and ECC looked at these factors, among others, in assessingcontinuing to increase their segment profits. Our international businesses regained their momentum by the end of fiscal 2012.

Our total stockholder return for fiscal 2012 was 43%.

Our performance continued to reflect strong execution by our management of our management forbusiness model.

For the third consecutive fiscal 2011:year, we increased customer traffic.

We delivered another year of double digit earnings growth, with a 14% increase in adjusted earnings per share* in fiscal 2012, on top of 23% and 48% increases in the prior two years.

Our three- and five-year growth through fiscal 2012 surpassed that of our peer group.

Our market capitalization continued to grow.

• Our fiscal 2011 net sales reached $21.9 billion, an 8% increase over last year.
• Our comparable annual store sales increased 4% in fiscal 2011 over a very strong 6% increase last year, a much more challenging comparison than faced by most other retailers.
• We delivered a 23% increase in adjusted earnings per share* in fiscal 2011, on top of a 48% increase last year.
• We operated with extremely lean, fast-turning inventories, which led again to even stronger merchandise margins. This, combined with our continued cost reduction initiatives, helped drive our large increase in profitability.
• Our customer traffic was up mid-single digits in fiscal 2011 over huge increases in fiscal 2010, as our great brands and values continued to attract new and existing customers.
• We made the important decision to consolidate our A.J. Wright business by converting some of the stores to different banners and closing the remainder, which repositions our Company for better growth and earnings.
• Our total stockholder return for fiscal 2011 was 27%.
• Our performance has significantly exceeded that of our peer group as shown below:
Adjusted EPS Growth vs. Fiscal 2008Compound Annual Adjusted EPSEPS* Growth Rates
(Line Chart)  (Bar Chart)TJX Market Capitalization FY08 - FY12
LOGOLOGO

*

All share and share-based numbers in this proxy statement reflect the two-for-one stock split effected February 2, 2012. Adjusted earnings per share of TJX and several of the peer group members discussed in this CD&ACompensation Discussion and Analysis exclude from diluted earnings per share from continuing operations (EPS) computed in accordance with U.S. generally accepted accounting principles (GAAP) the positive and negative effects of items that affect comparability between periods. Adjusted EPS is a Non-GAAP financial measure. Management, our Board and the ECC review adjusted EPS, which have been publicly disclosed, because they provide an additional measure of the results of ongoing operations on a comparableyear-over-year basis and of business trends. TJX fiscal 20062007 adjusted EPS of $1.33$0.83 excludes $0.14costs of tax benefits and a net $0.02 charge for certain unusual events$0.01 per share related to the Computer Intrusion from GAAP EPS of $1.45.$0.82. TJX fiscal 2008 adjusted EPS of $1.93$0.97 excludes a $0.25$0.13 per share charge for a provision for Computer Intrusion provisionrelated costs from GAAP EPS of $1.68. Fiscal$0.84. TJX fiscal 2009 adjusted EPS of $1.92$0.96 excludes a $0.09$0.04 per share benefit from the 53rd53rd week, $0.03$0.01 per share benefit offrom tax adjustments and $0.04 credit to the $0.02 per share benefit for a reduction in

Computer Intrusion provisionrelated costs from GAAP EPS of $2.08. Fiscal$1.04. TJX fiscal 2011 adjusted EPS of GAAP EPS of $3.49$1.75 excludes $0.11 per share excludes $0.21 offor A.J. Wright store closing costs and a $0.02 credit to the$0.01 per share benefit for a reduction in Computer Intrusion provisionrelated costs from GAAP EPS of $3.30.$1.65. TJX fiscal 2012 adjusted EPS of $1.99 excludes $0.04 per share for A.J. Wright closing costs and $0.02 per share from costs related to the conversion and grand re-opening of certain former A.J. Wright stores to other banners from GAAP EPS of $1.93. These measures may not foot due to rounding. TJX GAAP EPS for fiscal 2007 and fiscal 2010 werewas not adjusted.


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OurAs a result of our performance-based compensation program, our executives’ fiscal 20112012 compensation reflects our outstanding performance.

We exceeded our corporate pre-tax income-based target for fiscal 2012 under our short-term cash incentive plan, resulting in a 117.95% payout of corporate short-term award opportunities for our named executive officers.

• Our CEO’s salary increased 7%, and our other named executive officers’ base salaries increased an average of 7% in fiscal 2011, based on various factors including peer group review and outstanding fiscal 2010 performance after no base salary increases for fiscal 2010.
• Our adjusted pre-tax profit for fiscal 2011 exceeded the target adjusted pre-tax profit

Our performance for the cumulative fiscal 2010-2012 period substantially exceeded the business plan-based targets for that three year period under our short-term cash incentive plan by $178 million or 8%, resulting in a 154% payout of target short-term award opportunities.

• Our cumulative adjusted pre-tax profit for the fiscal2009-2011 period resulted in a 122% payout of target award opportunities under our long-term cash incentive plan.
• For performance-based restricted stock awards held by our named executive officers, all performance conditions ending in fiscal 2011 were satisfied based on our adjusted pre-tax profit.
• Our stock price rose to $47.71 at fiscal year end, a 26% increase over last year end, which increased the value of the stock options and performance-based restricted stock held by our executives. Including dividends (which, for all performance-based restricted stock awards granted since fiscal 2009, are accumulated and paid only upon vesting), our total stockholder return reflected in our performance-based restricted stock for fiscal 2011 was 27%.
Our compensation program is designed to pay for performance.  Our compensation program for our executives is heavily weighted to incentive compensation that is at risk. Of the four principal elements of our compensation program, only base salary is fixed. The other elements are variable: performance-based awards under our short and long-term cash incentive plansplan and resulted in a 138.70% payout of award opportunities for our named executive officers.

We satisfied all of the performance-based vesting conditions ending in fiscal 2012 for performance-based restricted stock areawards held by our named executive officers.

Our stock price rose to $33.69 at fiscal year-end (on a post-split basis), a 41% increase over last fiscal year end.

Our CEO’s earned based on the achievement of objective metrics, and stock options have value only to the extent the value of our stock increases. This table reflects the correlation between our performance and our CEO’s compensation over the last five fiscal years.years is correlated with our strong performance:

(Bar Chart)

LOGO

*Total compensation consists of base salary, short- and long-term cash incentives earned, stock options valued at grant date and performance-based restricted stock valued at grant date and allocated to the year of the related service and performance (see “Allocation of Performance-Based Restricted Stock Awards to Years of Intended Compensation” below). As noted above, TJXReconciliations of adjusted EPS to GAAP EPS for fiscal 2007 and fiscal 2010 were not adjusted.
Our incentive compensation program is transparent for our associates and has been consistent over many years.  The metrics required to earn incentive awards and performance-based restricted stock are clear, objective and within the control of our executives and other associates. We have used the same metrics — adjusted pre-tax profit — to determine performance under our short and long-term cash incentive plans and


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performance-based restricted stock for many years. We use adjusted pre-tax profit as the basis to measure the performance of our associates because it directly relates to the operating performance of our businesses and therefore can be directly influenced by the performance of our associates. We allocate our bonus opportunities between short-term incentives measured against one year of adjusted pre-tax income and long-term incentives measured against three years of cumulative adjusted pre-tax income. As a result, each year’s results form the basis of a one-year incentive and part of three successive three-year awards, providing our associates an incentive to achieve both our short- and long-term goals.
Our compensation program aligns our executives and our organization to the same goals as well as to our shareholders’ interests.  The targets in our incentive plans are derived from our Board-approved business plans. Performance for divisional level associates is measured based on targets taken from the divisional business plans, and performance for our executives and other corporate associates is measured against an aggregation of the divisional targets, focusing our executives and our organization on the same objectives throughout the Company. These business plans also form the basis for the projections of performance (which include our adjusted EPS goals) that we give to investors at the beginning of each fiscal year. As a result, our incentive targets drive the performance that we need to achieve our projections and align the interests of our associates and those of our shareholders.
We believe that this philosophy has contributed to our strong overall performance over many years in all types of business environments and serves to align management’s interests with those of shareholders. Our total stockholder return significantly exceeded the performance of the general market (S&P 500) and our industry index (Dow Jones U.S. Apparel Retailers Index) over the past three- and five-year fiscal periods.
TJX Total Stockholder Return Growth vs.
Market and Retail Indexes
(Bar Chart)
We maintain shareholder friendly pay practices.
• We have limited perquisites, all of which are shown and quantified in the Summary Compensation Table.
• Our short- and long-term bonuses are awarded based on achievement of objective metrics. The bonus payouts for our named executive officers can be decreased but not increased under our bonus plans.
• All of our restricted stock awards have performance-based vesting conditions in addition to time-based vesting conditions. None of these awards vest based on time alone.
• We do not provide taxgross-ups on regular compensation, and we eliminated all golden parachute taxgross-ups. Prior to fiscal 2011, we amended our definition of “change of control” and narrowed the circumstances in which change of control benefits might be payable to our executives. For new and amended employment agreements entered into during fiscal 2011, severance benefits following aincluded above.


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change of control are payable only upon an involuntary termination of employment (including by reason of death or disability) or termination by the executive for “good reason.”
• We have not offered a primary Supplemental Executive Retirement Plan (SERP) benefit to new participants for many years, and only vested participants still have this benefit.
• Our executives are subject to and are in compliance with published stock ownership guidelines.
Compensation Program Objectives

We have a total compensation approach focused on performance-based incentive compensation that seeks to:

attract and retain very talented individuals in the highly competitive retail environment, maintaining an extremely high talent level in our company and providing for succession broadly across our management;

reward objective achievement of the short- and long-term financial objectives reflected in our business plans; and

enhance shareholder value by directly aligning the interests of our management and shareholders.

Our compensation program for our executives is heavily weighted to incentive compensation that is at risk. Base salary is the only one of the four principal elements of our compensation program that is fixed. Each of the other elements is variable: short- and long-term cash incentive plan awards are earned solely on the achievement of objective performance goals, vesting of performance-based restricted stock requires achievement of objective performance goals, and stock options have value only to the extent the value of our stock increases. As shown in the following charts, performance-based compensation (equity incentives, short-term cash incentives and long-term cash incentives) constituted a significant portion of our named executive officers’ (NEOs) direct annual compensation at target in fiscal 2012.

Fiscal 2012 Compensation Elements*

•  attract and retain very talented individuals in the highly competitive retail environment, maintaining an extremely high talent level in our company and providing for succession broadly across our management,

LOGO

*• reward objective achievementConsists of the short-fiscal 2012 salary, target cash incentive awards under short-term (MIP) and long-term financial objectives reflected(LRPIP) plans, performance-based restricted stock awards (grant date fair value) with performance periods ending in our business plans,fiscal 2012 and
• enhance shareholder value by directly aligning the interests of our management and shareholders. fiscal 2012 option awards (grant date fair value).

Elements of Compensation

Incentive compensation comprises a substantial portion of each executive’snamed executive officer’s compensation opportunity. These incentives directly tie the amount of each named executive officer’s incentive compensation to objective performance achieved by TJX and its stock and thereby directly link executive compensation with the interests of our stockholders. The key elements of our compensation program are shown below:

ElementObjectivesForm

Salary

•Attract and retain talented individuals.Cash
  •  
Element
Objective
Form
SalaryAttract talented individuals and provideProvide compensation for performance of primary roles and responsibilities.  Cash

Short-Term Cash

Incentives (MIP)

•  Reward achievement of adjusted pre-tax profitfinancial goals for the current fiscal year. Provideyear, either for a short-term incentive to achieve our financial objectivessingle division or for current fiscal year.a blend of divisional goals.  Cash
Long-Term Cash Incentives (LRPIP)
 Reward achievement of adjusted pre-tax profit goals on a cumulative multi-year basis, typically three fiscal years. •Provide an incentive to achieve our short-term financial objectives and balance our long-term performance goals.

Long-Term Cash

Incentives (LRPIP)

•

Reward achievement of multi-year financial goals, typically over three fiscal years, weighted and aggregated to reflect the longer term.goals of each division.  Cash
•Provide an incentive to achieve our long-term financial objectives and balance our short-term performance goals.
•Provide an additional retention incentive.

Equity Incentives (Options

(Options and PBRS)

•  Align the interests of our executives with shareholders and provideshareholders.Equity
•Provide an important retention incentive.  Equity

Health, Retirement

and Other Benefits

•  Provide health and welfare, deferred compensation and retirement benefits, as well as limited perquisites, to maintain our competitive position and promote retention.  Insurance/Cash
We allocate

Our incentive compensation program is consistent and transparent to our Associates.    The targets that must be achieved to earn incentive awards and performance-based restricted stock are clear, objective and directly reflect our targeted operating performance. The incentive compensation targets for all of our divisions are derived from our Board-approved business plans, which, in turn, form the basis for our corporate incentive targets.

Our compensation program aligns the interests of our Associates, our businesses and our stockholders and is designed to drive outstanding performance.    The incentive plan targets are derived from our business plans, focusing all of our executives and other key Associates on the same objectives. For our short-term cash bonus opportunities between short-term incentivesincentive plan, the ECC selected an annual operating profit goal measure based on pre-tax income. Annual performance for divisional level Associates is measured based on targets taken from the divisional business plans and annual performance for our executives and other corporate Associates is measured against one yearan aggregation of those divisional targets. For our long-term cash incentive plan, the ECC selected an operating goal and approved a

target that is the weighted aggregation of multi-year divisional profit targets, designed to measure results over the long term. The weighting and aggregation of the long term divisional goals, based on adjusted pre-tax profitincome measures, adds focus on performance division by division and long-term incentives measured against three yearsencourages growth and performance of cumulative adjusted pre-tax profit.the smaller divisions. The business plans that underlie our incentive targets also are the basis for the projections of performance that we give to investors at the beginning of each fiscal year. As a result, each year’s results formour incentive targets across the basiscompany drive the performance that we need to achieve our projections and align the interests of a one-year incentiveour Associates and partthose of three successive three-year awards, providing our associates a financial intereststockholders.

We believe that our approach to compensation serves to align management’s interests with those of shareholders and has contributed to our strong overall performance over many years in bothall types of business environments. As of the end of fiscal 2012, our total stockholder return significantly exceeded the performance of the general market (S&P 500) and our industry index (Dow Jones U.S. Apparel Retailers Index) over the past three- and five-year fiscal periods.

TJX Total Shareholder Return Growth v. Market and Retail Indexes

LOGO

We maintain shareholder friendly pay practices.

Our named executive officers receive limited perquisites, all of which are shown and quantified in the Summary Compensation Table.

Our short- and long-term results.


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As shown in the following charts, performance-based compensation (equity incentives and short- and long-term cash incentives) constituted a significant portionbonuses are earned by our executives based solely on achievement of objective Board-approved metrics. The bonus payouts for our named executive officers’ directofficers can be decreased but not increased under our bonus plans and are subject to limits on maximum payout.

All of our restricted stock awards have performance-based vesting conditions in addition to time-based vesting conditions. None of these awards vest based on time alone.

We do not provide tax gross-ups on regular compensation or golden parachute tax gross-ups. Severance benefits are payable to our named executive officers following a change of control only upon involuntary terminations of employment or termination by the executive for “good reason.”

We have not offered a primary Supplemental Executive Retirement Plan (SERP) benefit to new participants for many years. Only vested participants still have this benefit.

Our executive officers are subject to and are in compliance with published stock ownership guidelines.

Our stockholders showed strong approval for our executive compensation program.    At our last annual meeting, 97% of our stockholders voting on the proposal approved our advisory “say on pay” proposal on the compensation at targetof our executive officers. The ECC views these results as demonstrating stockholders’ support for our approach to executive compensation, including the focus on incentive components linked to our performance, and was mindful of this support when acting on compensation matters during the remainder of fiscal 2012 and in considering compensation for fiscal 2011.

FY 11 TARGETS — CEOFY 11 TARGETS — NEO AVERAGE
(Pie Chart)
2013.

How Compensation Decisions Are Made

The Executive Compensation Committee (ECC), an independent committee of our Board of Directors, is responsible for compensation design and for determination ofapproving compensation for our executive officers. The ECC has the authority, without Board or management approval, to retain and terminate its compensation consultants and to determine their fees and terms of engagement. The ECC reviews and approves compensation matters at various meetings during the year.

The ECC has used the same principle of compensation design for many years: establish a program of total compensation competitive with our peers, heavily weighted toward objective, performance-based incentives. In determining the overall level of executive compensation and the allocation of its components, the ECC considers various factors. factors, such as company and divisional performance, individual performance and responsibility, market data, retention and succession planning.

The ECC reviews theour overall corporate and divisional performance of TJX as well as the individual performance of the executives, including both quantitative and qualitative performance factors. In setting targets and evaluating performance, the ECC reviews among other factors,various metrics of corporate performance, including adjusted EPS. The Corporate Governance Committee of the Board provides the ECC with a review of the performance of our CEO for the year, including her achievement of performance objectives set by the Corporate Governance Committee in addition to those provided in our incentive plans, but does not make salary recommendations. Our named executive officers play a limited role in the executive compensation process. Our named executive officers participate in our strategic planning process and recommend to the Board for its review and approval the annual and multi-year business plans for TJX and its divisions. These approved plans are the basis for the short- and long-term incentive performance targets and the restricted stock performance criteria, all of which are approved by the ECC. Additionally, our CEO provides an annual self-assessment and annual performance reviews of the other named executive officers and makes recommendations to the ECC regarding the base salaries and other elements of compensation for those executives. The Corporate Governance Committee of the Board provides the ECC with a review of the performance of our CEO for the year, including her achievement of performance objectives set by the Corporate Governance Committee in addition to those provided in our incentive plans, but does not make compensation recommendations. The ECC then considers thosethese performance reviews and recommendations in establishing base salaries, cash incentive awardsopportunities and equity grants.

The ECC also consults with and reviews data from a compensation consultantsconsultant to assess the overall competitiveness of our executives’ individual compensation and our compensation programs as well as of individual compensation.overall. For fiscal 20112012 compensation, as discussed below under “ECC Compensation Consultant and Peer Group Information,” the ECC reviewed peer group data provided by Pearl Meyer & Partners, LLC (PM&P), its independent compensation consultant, with respect to the named executive officers. The ECC receivedalso receives advice from PM&P on contracts with executives. The ECC may also receive input from PM&P on other matters, for which the ECC requests advice.

such as contracts with executives and plan targets.

The ECC considers the effects on retention and succession at the executive officer and other management levels when determining the levels and design of compensation. The ECC takes into account contractual obligations, historical compensation practices believed successful and the limitation on income tax deductions imposed by Section 162(m) of the Internal Revenue Code (Section 162(m)). The ECC also considers matters such as recruitment, new hires, promotions, organizational changes, relocations and transitional roles.


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The ECC uses all of this information to determine the overall level and appropriate mix of short-term versus long-term incentivesincentive opportunities and cash versus equity-based compensation and opportunities to provide a competitive mix and at the same time encourage achievement of our short- and long-range goals and also encourage employee retention and succession. The ECC then separately determines individual compensation components at its various meetings throughout the year.
The ECC also uses this information to determine the appropriate level of retirement benefits, deferred compensation opportunities and limited perquisites. These help us maintain our competitive position and retain our executives.

ECC Compensation Consultant and Peer Group Information

The ECC engaged PM&P to serve as the independent compensation consultant to the ECC for fiscal 2011.2012. PM&P advised the ECC with respect to the design and competitive positioning of base salary, annual bonus and long-term cash and equity incentives for our named executive officers and other senior management, including

terms of employment agreements. PM&P did not perform any services for TJX other than work for the ECC and for the Corporate Governance Committee with respect to compensation of directors. PM&P reported to the ECC, which determined the scope of PM&P’s engagement and fees. PM&P advised the ECC with respect to the competitive positioning of base salary, annual bonus and long-term incentives for our named executive officers and other senior management, including terms of employment agreements.

The ECC uses a peer group to provide context for its compensation decision-making for our named executive officers. Each year, the ECC considers revisions to the peer group and in fiscal 2011 it substantially revised the peer group. In fiscalJune 2011, advised by PM&P, the ECC undertook a comprehensive review ofreviewed the composition of theits peer group, with the adviceincluding considerations of PM&P. PM&P recommended a list of comparable companies for compensation comparisons primarily based on the following pre-defined selectionpre-determined criteria:

industry similarity;

companies with revenues approximately one-third to three times our annual revenue (generally between $7B and $65B at that time);

companies with market capitalization approximately one-fourth to four times our market capitalization (generally between $5B and $74B at that time); and

similar levels of complexity in terms of global operations and brand and/or product line diversity.

The ECC determined that the following peer group of 17 large, publicly traded consumer-oriented companies used in fiscal 2011 continued to be an appropriate peer group for TJX for fiscal 2012:

Fiscal 2012 Peer Group Companies

• Industry similarity;
• Companies with revenues approximately one-third to three times our annual revenues (generally between $7B and $65B);
• Companies with market capitalization approximately one-fourth to four times our market capitalization (generally between $5B and $68B); and
• Similar level of complexity in terms of global operations and brandand/or product line diversity.
As a result of this review, the ECC deleted two companies and added eight companies, creating a peer group of 17 companies that are large, publicly traded consumer-oriented companies. The ECC believes the revised peer group more accurately reflects TJX’s global reach and the scale of its operations. For fiscal 2011, the peer companies were:
Fiscal 2011 Peer Group Companies
Amazon.com, Inc. 
Amazon.com, Inc. 

Kimberly-Clark Corporation

 Macy’s,Nordstrom, Inc.
Bed Bath & Beyond Inc. Nike,

Kohl’s Corporation

Ross Stores, Inc.
Best Buy Co., Inc. Nordstrom,

Limited Brands, Inc.

Staples, Inc.
Costco Wholesale Corporation J. C. Penney Company,

Lowe’s Companies, Inc.

The Gap, Inc. Ross Stores, Inc.
Kimberly-Clark CorporationStaples, Inc.
Kohl’s Corporation

 Target Corporation
Limited Brands,The Gap, Inc.Macy’s, Inc. YUM! Brands, Inc.
Lowe’s Companies,J. C. Penney Company, Inc. Nike, Inc.

Although the ECC uses peer group data to provide context for its own determinations, it does not target compensation or any element of compensation for our named executive officers by reference to any specified level at the peer group.


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Compensation Design

Compensation for our named executive officers includes base salary, incentive compensation (both equity and cash) and other benefits, each of which is described further below. The ECC evaluates and balances the portion of total compensation payable as each element of compensation rather than applying a set formula.

Base Salary

Each of our named executive officers receives a base salary in cash during the fiscal year. Base salary contributes to our overall compensation approach by attractingproviding competitive, fixed compensation to attract and retainingretain talented individuals at a salary level that reflects the executive’s responsibilities, performance, experience and value in the marketplace.

Base salaries are reviewed on an annual basis and also at the time of a new employment agreement, promotion, or other significant changes in responsibilities.

Incentive Compensation

A significant portion of each named executive officer’s compensation is equity-basedequity and cash incentive compensation granted under awards requiring an increase in the value of our stock or achievement of performance goals, at levels specified by the ECC, based on performance measures approved by our stockholders. Our equity-based and cash incentive compensation for ourU.S.-based U.S. named executive officers in fiscal 20112012 was intended to qualify for an exemption from the deduction limitation rules of Section 162(m).

The ECC does not apply a formula in determining the portion of total compensation payable in the form of cash incentive compensation, equity-based compensation or other benefits. Performance is certified by the ECC before any payments are made to our named executive officers under our cash incentive plans.

Short-Term Cash Incentives (MIP).  Our    The annual cash incentive awards are made under our Management Incentive Plan (MIP) and are designed to motivate our named executive officers and other key associatesAssociates to achieve or exceed a performance target or targetsestablished for the fiscal year. Each MIP award has a target award opportunity based on achievement of this target. The amountactual payout of a MIP award is determined by measurement of actual performance against the performance target. If the targeted performance meets the performance target,is met, participants are eligible to receive their target MIP awards. If performance exceeds the performance target, participants are eligible to be paid more than their target MIP awards based on the extent to which performance exceeds the performance targets (but not more than two times the target award, and not more than a pre-established maximum, $5 million per award under current plan terms, for any participant whose compensation is expected to be subject to the limits on deductibility under Section 162(m)). If performance does not meet the performance target, the MIP awardsparticipants are not paid or are paideligible to receive a payout below their MIP target awards, based on the extent to which performance falls below the performance targets.targets; or, if performance does not meet a minimum threshold, no award is earned. MIP performance targets award opportunities and amounts payable at different levels of performance (including any objective factors that may affect financial results, the occurrence of which would result in automatic adjustments to the targets), award opportunities and amounts payable at different levels of performance are pre-established by the ECC for the fiscal year. Performance results must be certified by the ECC, which has the authority to reduce but not increase the MIP awards to our named executive officers. The MIP and our long-range plan (LRPIP) described below both contain provisions for automatic adjustments to the targets upon the occurrence of certain significant financial events. As a result, under the terms of the MIP and the LRPIP, the performance targets for fiscal 2011 were automatically adjusted to exclude A.J. Wright for the fiscal 2011 MIP targets and the fiscal

2009-2011,2010-2012 and2011-2013 LRPIP targets.

Long-Term Cash Incentives (LRPIP).  Our    The long-term cash incentive awards are made under our Long Range Performance Incentive Plan (LRPIP) and are designed to motivate our named executive officers and other key associatesAssociates to achieve or exceed cumulative performance targets for a multi-year performance targets.period, which also promotes retention. Each LRPIP award has a target award opportunity based on achievement of these targets. LikeAs with the MIP, the amountpayout of LRPIP awards is determined by measurement of actual performance against the pre-established performance targets. Performance at target levels results in payment ofIf the targeted performance is met, participants are eligible to receive their target LRPIP awards. If performance exceeds the performance targets, participants are eligible to be paid more than their target LRPIP awards based on the extent to which performance exceeds the performance targets (but under the terms of the LRPIP, not more than 150% of the target award, subject toand not more than a pre-established maximum, of $5 million per award under current plan terms, for any participant whose compensation is expected to be subject to the limits on deductibility under Section 162(m)). If performance does not meet the performance targets, LRPIP awardsparticipants are not paid or are paideligible to receive a payout below their LRPIP target awards, based on the extent to which performance falls below the performance targets.targets, or, if performance does not meet a minimum threshold, no award is earned. LRPIP performance targets award opportunities and amounts payable at different levels of performance (including any objective factors, the occurrence of which would result in automatic adjustments to the targets), award opportunities and amounts payable at different levels of performance are pre-established by the ECC for each performance cycle. Performance results must be certified by the ECC, which has the authority to reduce but not increase the LRPIP awards to our named executive officers.


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Equity-Based Compensation.Compensation  Equity-based.    Equity awards are made under our Stock Incentive Plan, or SIP.SIP, generally in the form of stock options and performance-based restricted stock awards. The ECC grants each stock option with an exercise price equal to the closing price of our common stock on the date of grant. Stock options do not deliver value unless the value of our stock appreciates and then only to the extent of such appreciation, thus linking the interests of our executive officers with those of our stockholders. Performance-based restricted stock awards vest only to the extent of achievement of the performance criteria, linked to TJX’s financial performance, provided for those awards. Both stock options and performance-based restricted stock awards also have service-based vesting conditions that provide important retention incentives.

Other Elements of Compensation

Retirement Benefits.Benefits.    All of ourU.S.-based U.S. named executive officers participate in a broad-based pension plan for U.S. associatesAssociates under which benefits are accrued based on compensation and service. They are also eligible to participate in our 401(k) plan. Because Mr. Sweetenham isAs a resident of the U.K., he participatesMr. Sweetenham participated in theour retirement plan for U.K. associatesAssociates under which participants may defer earnings, and receive an employer match and invest their funds to purchase benefits at retirement. We also maintain a Supplemental Executive Retirement Plan, or SERP. Ms. Meyrowitz and Mr. Rossi participate in our primary SERP benefit program, andprogram. Mr. Herrman and Mr. Naylor participate in our alternative SERP benefit program.

program, each discussed below under “Pension Benefits.”

Deferred Compensation.    OurU.S.-based U.S. named executive officers can defer compensation under our Executive Savings Plan, or ESP, an elective deferred compensation plan.plan, intended to help us compete for and retain talent by providing participants with additional opportunities for personal financial planning and by rewarding and encouraging retention. Amounts deferred are notionally invested in mutual funds or other market investments. Participants in the ESP (other than those eligible for our primary SERP benefit) receive an employer match, subject to a vesting schedule, that is similarly notionally invested. Of our named executive officers in the U.S., Mr. Naylor and Mr. Herrman were eligible and elected to participate in the ESP and receivereceived this match. Inmatch for fiscal 2011, the ECC increased the ESP match, including the performance-based2012, a portion of the match,which is based on our performance under MIP. Mr. Sweetenham was eligible for Mr. Herrman and Mr. Naylor. The ECC also approved a similar performance-based deferred compensation benefit in the U.K. for Mr. Sweetenham. These performance-based benefits are provided only if performance under MIP for the relevant fiscal year produces a payout of at least 90% of the target corporate award opportunities.

, which was forfeited in connection with his departure from TJX. Some of our named executive officers also have amounts previously deferred under our General Deferred Compensation Plan, or GDCP, now closed to new deferrals. Under this plan, deferrals are credited to an account that earns notional interest until distributed at an annually adjusted rate based on U.S. Treasury securities. Our deferred compensation plans for named executive officers are discussed below under “Nonqualified Deferred Compensation Plans.”

Perquisites.    In fiscal 2011, we provided aWe provide limited amount of perquisites and other personal benefits to our named executive officers,officers. These benefits, which are all included below as part of which areAll Other Compensation detailed in footnote 5 toof the Summary Compensation Table, below. These perquisites consistedgenerally consist of (i) an automobile benefit; (ii)allowances, financial and tax planning services; (iii) employer contributions or credits under our qualified and nonqualified savings plans; (iv)services, payment of life insurance premiums and (v) payment of legal fees associated with the negotiation of the employment agreement for Ms. Meyrowitz.negotiations. None of these perquisites is grossed up for taxes. In addition,

Fiscal 2012 Compensation

Fiscal 2012 Base Salary.    Ms. Meyrowitz and Mr. Sweetenham, a U.K. resident who worked inHerrman’s salaries were set at the U.S. for a portionend of fiscal 2011 received a U.S. housing benefit which was grossed upin connection with their employment agreements and reflected the new roles they assumed in fiscal 2012, including the mutual expectation that Ms. Meyrowitz would retain responsibility for taxes. Asall executive functions associated with her role as Chief Executive Officer but that, with Mr. Sweetenham’s responsibilities have been refocusedHerrman taking on Europe, he no longer receives this housing benefit.

Fiscal 2011 Compensation
Fiscal 2011 MIP.  Thethe role of President, she would be able to delegate more of her day-to-day responsibilities. During fiscal 2012, the ECC approved salary increases for Mr. Rossi and Mr. Naylor based on various factors including assessment of individual performance, our fiscal 2011 MIP performance, targetresponsibilities, contractual agreements and peer group review. The overall salary earned by each named executive officer during fiscal 2012 is reflected in the Summary Compensation Table. The base salaries for corporate associates, including our named executive officers as of the end of fiscal 2012 were as follows:

Name

  Salary 

Carol Meyrowitz

  $1,320,000  

Ernie L. Herrman

  $1,100,000  

Jeffrey G. Naylor

  $830,000  

Jerome Rossi

  $780,000  

Paul Sweetenham

  £525,045  

Fiscal 2012 MIP.    The MIP award opportunities for all of our named executive officers other than Mr. Sweetenham were based solely on our corporate MIP target. Mr. Sweetenham’s award opportunity was based on both corporate and TJX Europe targets. For fiscal 2012, the sumtarget MIP award opportunities (as a percentage of target levelssalary earned during the fiscal year) were as follows:

Name

% of Salary

Goals

Carol Meyrowitz

150% Corporate

Ernie L. Herrman

80% Corporate

Jeffrey G. Naylor

65% Corporate

Jerome Rossi

50% Corporate

Paul Sweetenham

55% 

75% TJX Europe;

25% Corporate

For fiscal 2012, the ECC approved MIP performance targets based on Board-approved divisional pre-tax income plans, a metric intended to focus the executives on targets that drive the performance the company needs to achieve its publicly announced performance projections for each of our divisions,the fiscal year. For corporate Associates, the MIP performance target was consolidated divisional pre-tax income excluding capitalized inventory results ofstart-up businesses,costs, and intercompany, imputed, direct and fixture interest income and expense (“adjusted pre-tax income”). The corporateand did not include the former A.J. Wright division. For TJX Europe, the MIP performance target was derived from our Board-approved business plans for these divisions and was used to derive the performance we projected publicly at the beginning of the year. As a result, in setting the target, the ECC believed that the corporate MIP target was challenging but reasonably achievable.

For fiscal 2011, the target MIP award opportunities (as a percentage of base salary) were 100% for Ms. Meyrowitz, 65% for Mr. Herrman, 55% for Mr. Naylor and Mr. Sweetenham and 50% for Mr. Rossi. The potential payout of these award opportunities ranged between 0% to 200% for performance ranging from 80%


21

to 114.3% and above of the corporate performance target. Except for Mr. Sweetenham, the MIP awards for fiscal 2011 were earned as follows:
Fiscal 2011 MIP Results
         
Adjusted Pre-Tax
        
Income Performance
 Actual Adjusted
 Amount Above
 % of
 MIP Award Payout
Target Pre-Tax Income Target Target Percentage
 
$2,303,037,494 $2,480,594,855 $177,557,361 107.7% 153.97%
Although all of the named executive officers were granted a corporate MIP award opportunity for fiscal 2011, Mr. Sweetenham, who oversees TJX Europe requested that he receive no MIP payout for fiscal 2011 because TJX Europe employees received no divisional MIP payout due to divisional performance of TJX Europe. Accordingly, the ECC did not award Mr. Sweetenham any MIP payout for fiscal 2011, although the ECC determined that, for purposes of his performance-based deferred compensation benefit, Mr. Sweetenham should be treated as having received the corporate MIP award.
Completion of Fiscal2009-2011 LRPIP Award Cycle.  Fiscal 2011 completed the performance cycle for the fiscal2009-2011 LRPIP awards. These award opportunities were based on cumulative targets for adjusted pre-tax income (which includedexcluding capitalized inventory costs, and intercompany, imputed, direct and fixture interest income and expense)expense. In setting the targets, the ECC believed that they were challenging but reasonably achievable. The table below shows these performance targets as well as the performance at or below which the award payout is zero and at or above which the award payout is the maximum under the terms of the award.

Fiscal 2012 MIP Targets

(Amounts in 000’s)

   Threshold
(% of  Target)		   Target   Maximum
(% of Target)		 

Corporate

  $

 

2,112,977

(80%)

  

  

  $

 

2,641,221

(100%)

 

  

  $

 

3,018,538

(114.3%)

  

  

TJX Europe

  £

 

78,347

(75%)

  

  

  £

 

104,463

(100%)

  

  

  £

 

125,355

(120%)

  

  

Payout (%)

   0%     100%     200%  

The MIP awards for fiscal 2012 for our named executive officers were earned as follows:

Fiscal 2012 MIP Results

(Amounts in 000’s)

   MIP Target   Actual
Performance		   Amount Above
Target		   % of
Target		  MIP Award  Payout
Percentage		 

Corporate

  $2,641,221    $2,708,956    $67,735     102.6%   117.95% 

TJX Europe

  £104,463    £45,142     —     43.2%   0% 

Based on these results, the named executive officers earned awards equal to 117.95% of their award opportunities, other than Mr. Sweetenham, who earned a fiscal 2012 MIP award of 29.49% of his target award opportunity (117.95% of 25% of his target award).

Completion of Fiscal 2010-2012 LRPIP Award Cycle.    Fiscal 2012 completed the performance cycle for the fiscal 2010-2012 LRPIP awards. Our LRPIP award target for our named executive officers was based on our Board-approved business plans for the covered fiscal years at the time of grant to reflect overall company performance objectives and was intended to motivate achievement of long-term business goals. The target was based on an aggregate of weighted cumulative pre-tax income targets for each of our divisions for fiscal years 2010, 2011 and 2012, excluding capitalized inventory costs, but including intercompany, imputed, direct and fixture interest income and expense, and automatically adjusted during fiscal 2011 to exclude the three fiscal years. The divisional portions of the award were determined by comparing actualA.J. Wright division. Actual divisional performance for the cycle was compared to each divisional target resulting in divisional payout percentages, based on a pre-established formula (payout ranging from 0% to 150% for performance ranging from 33% to 133% of the divisional targets and adjusting the resulting divisional payout percentageperformance target). These percentages were then weighted according to pre-established weightings. (The weightings designed to make performance at the smaller divisions more meaningful to the LRPIP award and are intended to promote focus on their performance.) The resulting weighted divisional percentages were added together to determine the overall award payout percentage. The LRPIP divisional performance targets for fiscal2009-2011 were derived from our Board-approved divisional business plans for the fiscal years at the time of grant and were used to derive the performance we projected publicly at the beginning of fiscal 2009. As a result, inIn setting the targets, the ECC believed that they were challenging but reasonably achievable.

For the fiscal2009-2011 2010-2012 LRPIP cycle, our named executive officers’ target award opportunities were: Ms. Meyrowitz, $1.4 million,$1,423,333; Mr. Herrman, Mr. Naylor and Mr. Sweetenham, $700,000,$700,000; and Mr. Rossi, $375,000. Their actual awards for this cycle, shown in the Summary Compensation Table, were earned on the following basis:

Fiscal2009-2011 2010-2012 LRPIP Results

                 
  Cumulative
 Cumulative
    
  3-Year Adjusted
 3-Year
 Unweighted
 Weighted
Fiscal 2009-2011
 Pre-Tax Income
 Actual Adjusted
 Contribution to
 Contribution to
Division (Amounts in 000’s)
 Performance Target Pre-Tax Income Target Award Target Award
 
In the US:
                
Marmaxx $4,431,575  $5,225,175   126.87%  86.80%
HomeGoods $325,775  $365,771   118.42%  12.47%
TJX Canada C$914,694  C$963,623   108.03%  11.37%
TJX Europe £285,346  £293,462   104.26%  10.97%
      Total LRPIP Award: 121.61% 
Mr. Sweetenham’s target award opportunities for the fiscal2009-2011 and fiscal2010-2012 cycles were adjusted by the ECC to the same level as those for Mr. Herrman and Mr. Naylor.
Satisfaction of Performance-Based Vesting Conditions for Restricted Stock Awards.  Each named executive officer held performance-based restricted stock awards with performance-based vesting criteria that were satisfied based on fiscal 2011 MIP performance or fiscal2009-2011 LRPIP performance

(Amounts in 2011.

000’s)

Divisions

  Cumulative
3-Year
Performance
Target		   Cumulative
3-Year
Actual Performance		   Unweighted
Contribution  to
Target Award		  Divisional
Weightings*		  Weighted
Contribution  to
Target Award		 

In the US:

        

Marmaxx

     $3,708,378       $6,135,242     150.00%   68.4%   102.63% 

HomeGoods

     $117,739       $566,526     150.00%   10.5%   15.79% 

TJX Canada

  C$670,485    C$1,066,012     150.00%   10.5%   15.79% 

TJX Europe

     £321,905       £198,947     42.70%   10.5%   4.49% 
        

 

 

 
       Total LRPIP Award: 138.70% 

*
• Certain of these awards held by the named executive officers, including all of these awards held by Ms. Meyrowitz, fully vested upon ECC certification of achievement of a fiscal 2011 MIP payout of 154% of the corporate MIP target awards (as discussed under “Fiscal 2011 MIP” above). The performance condition for full vesting of these awards was achievement of a payout ofMeasures may not less thanfoot due to rounding.


22

67% of the corporate MIP target awards, which required us to achieve 93% of the adjusted pre-tax income reflected in the fiscal 2011 plan.
• The other such awards held by our other named executive officers contained performance-based vesting conditions that were satisfied due to achievement of a payout of 122% of the fiscal2009-2011 LRPIP target awards (as discussed under “Completion of Fiscal2009-2011 LRPIP Award Cycle” above). The performance condition for full vesting of these awards was achievement of a payout of not less than 67% of the fiscal2009-2011 LRPIP target awards, which, as a result of the weighting of the smaller divisions, required us to achieve 78% of the cumulative adjusted pre-tax income reflected in the fiscal2009-2011 plan (assuming that each division performed at the same level against its target performance). These awards remain subject to service-based vesting conditions following the close of fiscal 2011.
Grant of Fiscal2011-2013 2012-2014 LRPIP Award Opportunities.Opportunities.    The ECC established the following LRPIP target award opportunities for the fiscal2011-2013 2012-2014 cycle for our named executive officers are:officers: Ms. Meyrowitz, $1,405,000;$1,320,000; Mr. Herrman, $850,000;$1,100,000; Mr. Naylor and Mr. Sweetenham, $700,000; and Mr. Rossi, $375,000. The minimum level for any payout is 33.33% of the performance targets,target and the maximum payout level is 133.33% of the performance target. Consistent with our past disclosure practice, we plan to disclose the performance targets, which are based on business targets for future periods, after the completion of the performance cycle.

Equity-Based Compensation

Grant of Performance-Based Restricted Stock Awards.    The ECC granted performance-based restricted stock awards in fiscal 2012 to our named executive officers, as shown in the Grant of Plan Based Awards table, other than our CEO and our President, who each were granted restricted stock awards in connection with their new employment agreements at the end of fiscal 2011. The ECC determined the number of shares granted in fiscal 2012 based on factors including the level of responsibility of the executives, the potential value of each grant and the executive’s total compensation. The performance condition for full vesting of these awards is achievement of a payout of not less than 67% of the target corporate LRPIP payout for the performance period, linking the vesting with our corporate performance. Performance below this target level reduces the number of shares that would otherwise vest, pro rata, with no shares vesting if performance is below the minimum threshold. Vesting of these performance-based restricted stock awards is also subject to satisfaction of the service requirements specified in the awards. The ECC believes these awards perform an important retention function.

Allocation of Performance-Based Restricted Stock Awards to Years of Intended Compensation.    Under SEC rules, the entire value of our performance-based restricted stock awards is shown in the Summary Compensation Table in the year of grant. As a result, the equity compensation of our named executive officers shown in the Summary Compensation Table for a particular year sometimes reflects awards intended by the ECC to compensate the executives for service and performance in different years. For example, performance-based restricted stock awards for Ms. Meyrowitz reflected in the Summary Compensation Table for fiscal 2011 valued at approximately $5,725,000 (based on the grant date fair value) were intended by the ECC to compensate Ms. Meyrowitz for service and performance in fiscal 2012.

Satisfaction of Performance-Based Vesting Conditions for Restricted Stock Awards.    During fiscal 2012, each named executive officer held performance-based restricted stock awards with performance-based vesting criteria that were satisfied based on fiscal 2012 MIP performance or fiscal 2010-2012 LRPIP performance.

The fiscal 2012 portion of the award held by Ms. Meyrowitz fully vested upon ECC certification of achievement of a fiscal 2012 MIP payout of 117.95% of the corporate MIP target awards (as described under “Fiscal 2012 MIP” above). The performance condition for full vesting was achievement of a payout of not less than 67% of the corporate MIP target payout, which required us to achieve 93% of the targeted performance reflected in the fiscal 2012 plan.

The awards held by our other named executive officers contained performance-based vesting conditions that were satisfied due to achievement of a payout of 138.70% of the fiscal 2010-2012 LRPIP target awards (as described under “Completion of Fiscal 2010-2012 LRPIP Award Cycle” above). The performance condition for full vesting of these awards was achievement of a payout of not less than 67% of the fiscal 2010-2012 LRPIP target payout, which, as a result of the weighting of the smaller divisions, required us to achieve 78% of the targeted cumulative performance reflected in the fiscal 2010-2012 plan (assuming that each division performed at the same level against its target performance). These awards remain subject to service-based vesting conditions after fiscal 2012.

Grant of Stock Options in Fiscal 2011.2012.    The ECC determined the number of stock options granted to our named executive officers and other associatesAssociates in September 20102011 by setting a fixed dollar value by executiveand/or position and dividing this value by the stock price on the grant date. All options were granted with an exercise price equal to the closing stock price on the New York Stock Exchange on the grant date, and in general, have a maximum term of ten years, vest over three years and, to the extent vested, are exercisable for a limited period following termination of employment.

Related Policies and Considerations

Allocation of Performance-Based Restricted Stock Awards to Years of Intended Compensation.Employment Agreements.    Under SEC rules, the entire value of a performance-based restricted stock award is shown in the Summary Compensation Table in the year of grant. As a result, some of the equityThe ECC reviewed and approved, after consultation with its independent compensation consultant, individual employment agreements for each of our named executive officers shown in the Summary Compensation Table for a particular year reflects awards intended by the ECC to compensate the executives for service and performance in different years.

As a result, in determining the performance-based restricted stock component of Ms. Meyrowitz’s compensation for fiscal 2011, the ECC and its independent compensation consultant considered $4,954,750 of performance-based restricted stock rather than $12,559,150 shown in the Summary Compensation Table. Most of Ms. Meyrowitz’s performance-based restricted stock awards included in the Summary Compensation Table for fiscal 2011 are intended by the ECC to compensate Ms. Meyrowitz for future fiscal years, with vesting conditions requiring service and performance in those future fiscal years, while a performance-based restricted stock award included in the Summary Compensation Table for fiscal 2010 related to fiscal 2011 compensation, with vesting conditions requiring service and performance in fiscal 2011. The following table shows Ms Meyrowitz’s performance-based restricted stock awards allocated to the year for which service and performance are required:
Performance-Based Restricted Stock Awards
       
  Award Requires Service and
 Award Shown in
Amount(1) 
Performance in:
 Compensation for:
 
$3,846,000  Fiscal 2011 Fiscal 2010
$1,108,750  Fiscal 2011 Fiscal 2011
$4,954,750  Fiscal 2011 Total  
$5,725,200  Fiscal 2012 Fiscal 2011
$5,725,200  Fiscal 2013 Fiscal 2011
(1)Represents the grant date fair value included under Stock Awards in the Summary Compensation Table.
Related Policies and Considerations
Employment Agreements.  Our named executive officers are parties to individual employment agreements that set their terms of employment, including compensation, and benefits as well as certainand termination and change of control provisions discussed below under “Severance and Change of Control Provisions.” Under the


23

The agreements each named executive officer is entitled toestablish a minimum level of base salary. Our named executive officers are also entitled under their agreements to continue to be eligible to participatesalary and provide for participation in specified benefit programs, including SIP, MIP and LRPIP, at levels commensurate with their positionsthe executive’s position and responsibilities and subject to the terms established by the ECC.
In January 2011, we entered into newECC, and also entitle the executives to participate in TJX’s fringe benefit and deferred compensation plans.

Each of the employment agreements with Ms. Meyrowitz, Chief Executive Officer, Mr. Herrman, President, and Jeffrey G.Mr. Naylor, Senior Executive Vice President, Chief Financialdescribed in our proxy statement for fiscal 2011 and Administrative Officer, that replaced each named executive officer’s then-existing employment agreement with TJX. Each new or amended agreement wasthe notes and narrative to the compensation tables below, became effective on January 30, 2011at the beginning of fiscal 2012 and, unless earlier terminated in accordance with its terms, continues until February 2, 2013 for Ms. Meyrowitz and Mr. Herrman and until February 1, 2014 for Mr. Naylor. The ECC negotiated theIn January 2012, we entered into a new employment agreement with Ms. Meyrowitz,Mr. Rossi that became effective at the beginning of fiscal 2013 and, was advised by PM&Punless earlier terminated in accordance with respect to theits terms, of eachcontinues until February 1, 2014. This new or amended agreement. In setting the level of compensation for Ms. Meyrowitz, the ECC tookemployment agreement replaces his previous two-year agreement entered into account the understanding, reflected in the new agreement, that during the term of her agreement Ms. Meyrowitz will be able to delegate more of herday-to-day responsibilitiesJanuary 2010 and, reduce her overall time commitment while retaining responsibility for all executive functions associated with her role as Chief Executive Officer. The new or amended agreements provide for aamong other things, set his minimum annual base salary of $1,320,000 for Ms. Meyrowitz, $1,100,000 for Mr. Herrman and $790,000 for Mr. Naylor. Ms. Meyrowitz’s agreement provides for new MIP awards with a target of at least 150% of her base salary and new LRPIP awards with a target of at least 100% of her base salary, and adjusted her existing target awards for open LRPIP cycles to reflect her base salary. The agreements also entitle the executives to participate in TJX’s fringe benefit and deferred compensation plans, including, for Ms. Meyrowitz, specified interest rate assumptions for determining her primary benefit under SERP if more favorable than existing plan terms.

$780,000.

Severance and Change of Control Provisions.Provisions  During fiscal 2011, the employment agreements for each of our named executive officers provided.    We provide severance terms, including in connection with a change of control and non-competition and non-solicitation undertakings. Provisions of thesein our employment agreements relating to termination and change of control, and related provisions of our deferred compensation plans, and, equity awards granted under our SIP, are summarized below under “Potential Payments upon Termination or Change of Control.” We providedas with Mr. Sweetenham, in separate arrangements that may be negotiated in connection with a departure. In connection with these terms, because we believe that it is important to define the relative obligations of TJX and oureach named executive officers, including obtaining protection against competitionofficer has agreed to post-employment non-competition, non-solicitation and solicitation, andother covenants intended to protect our business. We believe that severance and change of control protections assist in attracting and retaining high quality executives and in keeping them focused on their responsibilities during any period in which a change of control may be contemplated or pending. The severancepending and changethat, more generally, it is important to define the relative obligations of control provisions in newTJX and amended employment agreements that became effective in fiscal 2012, as summarized below,our named executive officers, including obtaining protection against competition

and solicitation. We seek to achieve these objectives in a manner consistent with our shareholder-friendly pay practices, taking into account contractual obligations and current market practice, among other considerations.

considerations, such as foreign status. These provisions are described under “Potential Payments upon Termination or Change of Control.”

Stock Ownership Guidelines.Guidelines.    We have stock ownership guidelines that apply to all of our executive officers, which are summarized in more detailofficers. As described above under “Stock Ownership Guidelines”Guidelines for Directors and Executives” in the “Corporate Governance” section.Governance,” our Chief Executive Officer is expected to attain stock ownership with a fair market value equal to at least five times annual base compensation and our President, our Chief Financial Officer and each Senior Executive Vice President is expected to attain stock ownership with a fair market value of at least three times annual base compensation. These guidelines are designed to align our executives’ interests with those of our stockholders and to encourage a long-term focus. Also, ourOur policies also prohibit our executivesexecutive officers from engaging in hedging transactions with respect to TJX stock. Each of our named executive officers is in compliance with our stock ownership guidelines and policies.

Tax and Accounting Considerations.Considerations.    We generally structure U.S. incentive compensation arrangements to qualifywith a view towards qualifying them as performance-based compensation exempt from the deduction limitations under Section 162(m), but we view the availability of a tax deduction as only one relevant consideration. We are seeking stockholder approval of the performance goals under MIP and LRPIP, consistent with Section 162(m), and we continue to emphasize performance-based compensation for executives and thus generally minimize the effect of Section 162(m). However, the ECC believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executive talent necessary for our success. Consequently, the ECC authorizes compensation in excess of $1 million that is not exempt from the deduction limitations under Section 162(m).

Equity Grant Practices.Practices.    All of our equity awards are made under our stockholder-approved SIP. Virtually all of our stock options and other equity-based awards are granted at regularly scheduled ECC meetings held onat approximately the same datestimes each year. The specific dates of the meetings are setscheduled by the


24

Board, along with its determination of all regularly scheduled Board and committee meetings, generally about two years in advance. In limited circumstances, typically at regularly scheduled ECC meetings and in connection with new hires or promotions, the ECC approves or grants stock options and stock awards at other times during the year. The ECC does not have any programs, plans or practices of timing these equity grants in coordination with the release of material non-public information. The exercise price of each stock option grant is the closing stock price on the New York Stock Exchange on the grant date. The SIP prohibits, without stockholder approval, any repricing requiring stockholder approval under applicable NYSE rules.

Compensation Program Risk Assessment

As part of our regular enterprise risk assessment process overseen by the Board and described above under “Corporate Governance — Board’s Role in Risk Oversight,” TJX reviews the risks associated with its compensation plans and arrangements. In fiscal 2011, the ECC reviewed TJX’s employee compensation policies and practices and determined that they do not give rise to risks that are reasonably likely to have a material adverse effect on TJX. The ECC’s assessment considered (a) what risks could be created or encouraged by our executive and broad-based compensation plans and arrangements worldwide, (b) how those potential risks are monitored, mitigated and managed and (c) whether those potential risks are reasonably likely to have a material adverse effect on TJX. The assessment was led by our Chief Compliance Officer and Director of Enterprise Risk, whose responsibilities include leadership of our enterprise risk management process, and included consultation with and input by, among others, executive officers, senior human resources and financial executives, the ECC’s independent compensation consultant and internal and external legal counsel.
This process included:
• a review of our compensation programs and practices, including our historical compensation practices;
• analysis of programs or program features and practices that could potentially encourage excessive or unreasonable risk-taking of a material nature;
• a review of business risks that these program features could potentially encourage;
• identification of factors that mitigate risks to the business and incentives for executives to take excessive risk, including, among others, a review of compensation design and elements of the compensation programs, role of compensation consultants and other advisors, authority and discretion of the Board, the ECC and other Board committees in compensation, controls and procedures, program and cultural elements and potential for individual or group influences; and
• consideration of the balance of potential risks and rewards related to our compensation programs and its role in implementation of our corporate strategy.
Compensation Committee Report

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on these reviews and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report onForm 10-K for fiscal year ended January 29, 2011.

28, 2012.

Executive Compensation Committee

David A. Brandon,

Alan M. Bennett,Chair

José B. Alvarez

John F. O’Brien

Willow B. Shire


25

Summary Compensation Table

The following table provides information concerning compensation for our principal executive officer, our principal financial officer and our three other most highly paid executive officers during fiscal 20112012 (collectively, our named executive officers):

                                     
Summary Compensation Table
              Change in
    
            Non-Equity
 Pension and
    
Name and
 Fiscal
     Stock
 Option
 Incentive Plan
 SERP
 All Other
  
Principal Position
 Year(1) Salary Bonus Awards(2) Awards(2) Compensation(3) Value(4) Compensation(5) Total
 
Carol Meyrowitz(6)  2011  $1,575,000   —  $12,559,150  $947,524  $4,127,571  $3,826,370  $43,495  $23,079,110 
Chief Executive  2010  $1,475,000   —  $7,692,000  $1,168,840  $4,409,361  $2,565,940  $50,971  $17,362,112 
Officer, President(7)  2009  $1,503,366   —  $1,974,500  $1,073,510  $2,258,393  $1,636,542  $43,040  $8,489,351 
Jeffrey G. Naylor  2011  $773,656   —  $1,419,200  $473,925  $1,506,429  $178,511  $239,892  $4,591,613 
Senior Executive  2010  $740,000   —  $643,750  $584,666  $1,543,680  $114,886  $115,375  $3,742,357 
Vice President,Chief Financial and Administrative Officer  2009  $741,154   —  $414,880  $536,912  $1,036,955  $68,053  $52,253  $2,850,207 
Ernie L. Herrman  2011  $987,021   —  $4,664,150  $631,755  $1,839,085  $250,167  $294,210  $8,666,388 
Senior Executive Vice  2010  $925,000   —  $772,500  $779,390  $1,747,180  $190,998  $41,280  $4,456,348 
President,  2009  $897,019   —  $414,880  $715,778  $1,092,175  $89,367  $43,160  $3,252,379 
Group President(7)                                    
Jerome Rossi  2011  $730,290   —  $842,650  $473,925  $1,018,251  $744,267  $43,559  $3,852,942 
Senior Executive  2010  $700,000   —  $309,000  $584,666  $1,090,900  $873,736  $43,347  $3,601,649 
Vice President, Group President                                    
Paul Sweetenham(8)  2011  $812,035   —  $1,419,200  $342,652  $830,100   —  $354,696  $3,758,683 
Senior Executive  2010  $734,349   —  $515,000  $350,922  $969,251   —  $310,987  $2,880,509 
Vice President, Group President, Europe                                    

Name and
Principal Position

 Fiscal
Year		  Salary(1)  Bonus  Stock
Awards(2)		  Option
Awards(2)		  Non-Equity
Incentive Plan
Compensation(3)		  Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings(4)		  All Other
Compensation(5)		  Total 

Carol Meyrowitz(6)

  2012   $1,320,000    —    —   $708,954   $4,309,576   $4,700,459   $48,660   $11,087,649  

Chief Executive
Officer

  2011   $1,575,000    —   $12,559,150   $947,524   $4,127,571   $3,826,370   $43,495   $23,079,110  
  2010   $1,475,000    —   $7,692,000   $1,168,840   $4,409,361   $2,565,940   $50,971   $17,362,112  

Ernie L. Herrman(7)

  2012   $1,100,000    —    —   $591,537   $2,008,860   $432,987   $310,681   $4,444,065  

President

  2011   $987,021    —   $4,664,150   $631,755   $1,839,085   $250,167   $294,210   $8,666,388  
  2010   $925,000    —   $772,500   $779,390   $1,747,180   $190,998   $41,280   $4,456,348  

Jeffrey G. Naylor(8)

  2012   $823,078    —   $1,488,000   $443,227   $1,601,933   $272,302   $243,994   $4,872,534  

Senior Executive Vice
President, Chief
Financial and
Administrative Officer

  2011   $773,656    —   $1,419,200   $473,925   $1,506,429   $178,511   $239,892   $4,591,613  
  2010   $740,000    —   $643,750   $584,666   $1,543,680   $114,886   $115,375   $3,742,357  
         
         

Jerome Rossi

  2012   $773,943    —   $595,200   $443,227   $976,558   $649,987   $43,473   $3,482,388  

Senior Executive Vice
President, Group
President

  2011   $730,290    —   $842,650   $473,925   $1,018,251   $744,267   $43,559   $3,852,942  
  2010   $700,000    —   $309,000   $584,666   $1,090,900   $873,736   $43,347   $3,601,649  
         

Paul Sweetenham(9)

  2012   $838,864    —   $1,240,000   $320,443   $1,122,305    —   $1,168,166   $4,689,778  

Senior Executive Vice
President, Group
President, Europe

  2011   $812,035    —   $1,419,200   $342,652   $830,100    —   $354,696   $3,758,683  
  2010   $734,349    —   $515,000   $350,922   $969,251    —   $310,987   $2,880,509  
         

(1)Fiscal 2009 was a 53-weekReflects salary adjustments during the fiscal year.

(2)Reflects the aggregate fair value of stock and optionsoption awards on the grant date, computed in accordance with relevant accounting rules. Stock awards are valued based on the closing price of our common stock on the New York Stock Exchange on the grant date. Option awards are valued using the Black-Scholes option pricing model. The underlying valuation assumptions for equity awards are further discussed in Note I to our audited financial statements filed with our Annual Report on Form 10-K for fiscal 2012.

(3)Reflects amounts earned under both MIP and LRPIP. For fiscal 2012, MIP amounts were: Ms. Meyrowitz, $2,335,413; Mr. Herrman,$1,037,960; Mr. Naylor, $631,033; Mr. Rossi, $456,433; and Mr. Sweetenham, $136,048. For the LRPIP cycle for fiscal 2010-2012, the amounts were: Ms. Meyrowitz, $1,974,163; Mr. Herrman, $970,900; Mr. Naylor, $970,900; Mr. Rossi, $520,125 and Mr. Sweetenham, $986,257. Amounts earned were paid in 2012 following the ECC’s certification of performance results.

(4)Reflects the change in the actuarial present value of accumulated benefit obligations under our broad-based retirement plan and our SERP. Mr. Sweetenham did not participate in these plans. Our named executive officers did not receive above-market or preferential earnings on non-tax qualified deferred compensation.

(5)The table below provides additional details about the amounts listed under All Other Compensation for fiscal 2012. Perquisites and other personal benefits are valued on an aggregate incremental cost basis. All figures shown in this footnote 5 represent the direct dollar cost incurred by us in providing these perquisites and other personal benefits.

  Automobile
Benefit		  Reimbursement
for Financial,
Tax
Planning and
Legal Services		  Employer
Contributions  or
Credits Under
Savings Plans(a)		  Company
Paid
Amounts
for Life
Insurance(b)		  Paid or
Accrued
Termination
Payments(c)		  Total
All Other
Compensation		 

Carol Meyrowitz

 $35,904   $6,638   $4,983   $1,135    —   $48,660  

Ernie L. Herrman

 $35,904   $1,500   $272,142   $1,135    —   $310,681  

Jeffrey G. Naylor

 $35,904   $1,500   $205,455   $1,135    —   $243,994  

Jerome Rossi

 $35,904   $1,500   $4,934   $1,135    —   $43,473  

Paul Sweetenham

 $35,434   $11,184   $67,109   $2,035   $1,052,404   $1,168,166  

(a)Reflects matching contributions under our 401(k) plan as well as, in the case of Mr. Herrman and Mr. Naylor, the matching credits under our ESP. For Mr. Sweetenham, the amount reflects matching contributions under our U.K. retirement plan. As a U.K. resident, Mr. Sweetenham did not participate in our U.S. retirement or deferred compensation plans.

(b)Reflects company-paid amounts under our management life insurance program or, for Mr. Herrman, payment in lieu of participation in that program.

(c)Reflects amounts accrued at the end of fiscal 2012 with respect to Mr. Sweetenham’s departure from TJX, consisting of payments by TJX UK in respect of his U.K. contractual rights of £567,887 and accrued holiday pay of £90,812. Mr. Sweetenham is eligible to receive additional termination-related amounts if he satisfies non-competition, non-solicitation and related obligations to us. See “Potential Payments upon Termination or Change of Control.”

(6)Consistent with SEC reporting rules, Ms. Meyrowitz’s stock awards and total compensation reported above for fiscal 2012 do not include the value of 240,000 shares of performance-based restricted stock with service and performance conditions relating to fiscal 2012 and intended by the ECC as compensation for fiscal 2012 which were granted at the end of fiscal 2011 and reported in the 2011 proxy statement.

(7)Mr. Herrman’s stock awards and total compensation for fiscal 2012 do not include his award of 110,000 shares of performance-based restricted stock granted at the end of fiscal 2011 and reported in the 2011 proxy statement.

(8)Mr. Naylor served as Senior Executive Vice President, Chief Financial and Administrative Officer through the end of fiscal 2012 and, as of the beginning of fiscal 2013, serves as Senior Executive Vice President, Chief Administrative Officer.

(9)Mr. Sweetenham was generally paid in U.K. pounds sterling. The amounts shown in the table are converted from pounds sterling at the average annual exchange rate of $1.5977 per pound for fiscal 2012, $1.5466 per pound for fiscal 2011 and $1.5895 per pound for fiscal 2010. The equity awards granted Mr. Sweetenham during fiscal 2012 were forfeited in connection with his departure, as further described below.

Total compensation for our named executive officers consists of base salary, short-term and long-term cash incentives, equity incentives, retirement and deferred compensation benefits and limited perquisites. Mr. Sweetenham also received termination-related payments in connection with his departure, as further described below. Our named executive officers were entitled under their employment agreements to participate in our SIP, MIP and LRPIP and received cash and equity incentives only pursuant to these plans during fiscal 2012. Ms. Meyrowitz’s agreement provides for target awards during the term of the agreement of at least 150% of her base salary for MIP and at least 100% of her base salary for LRPIP and for an automobile allowance commensurate with her position.

Ms. Meyrowitz and Mr. Rossi participated in our primary SERP benefit and Mr. Herrman and Mr. Naylor participated in our alternative SERP benefit. All of our U.S. named executive officers participated in our tax-qualified defined benefit plan and were eligible to make deferrals to our 401(k) plan and our ESP. Mr. Naylor and Mr. Herrman received matching credits under the ESP during all or part of fiscal 2012. Mr. Sweetenham, as a resident of the U.K., participated in a retirement plan for U.K. Associates under which they may defer salary and bonus and receive an employer match. Our named executive officers were entitled to receive an automobile benefit and to participate in fringe benefit plans and programs made available to executives generally.

Grants of Plan-Based Awards in Fiscal 2012

The following table reports potential payouts under our cash incentive plans and all other stock and option awards that were granted during fiscal 2012 to our named executive officers:

Name and

Award Type

 Grant
Date		  Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards ($)		  Estimated Future Payouts
Under Equity Incentive
Plan Awards (#)		  All Other
Stock
Awards:
Number of
Shares of
Stock or
Units		  All Other
Option
Awards:
Number of
Securities
Underlying
Options		  Exercise or
Base Price
of Options
Awards(1)		  Grant Date
Fair Value
of Stock
and Option
Awards(2)		 
  Threshold  Target  Maximum  Threshold  Target  Maximum     

Carol Meyrowitz

           

MIP(3)

   —   $1,980,000   $3,960,000         

LRPIP(4)

   —   $1,320,000   $1,980,000         

Stock Options

  09/07/11           108,320   $26.555   $708,954  

Stock Awards(5)

  —       —    —    —    —      —  

Ernie L. Herrman

           

MIP(3)

   —   $880,000   $1,760,000         

LRPIP(4)

   —   $1,100,000   $1,650,000         

Stock Options

  09/07/11           90,380   $26.555   $591,537  

Stock Awards(5)

  —       —    —    —    —      —  

Jeffrey G. Naylor

           

MIP(3)

   —   $535,000   $1,070,000         

LRPIP(4)

   —   $700,000   $1,050,000         

Stock Options

  09/07/11           67,720   $26.555   $443,227  

Stock Awards

  04/04/11       0    60,000    60,000    —     $1,488,000  

Jerome Rossi

           

MIP(3)

   —   $386,970   $773,940         

LRPIP(4)

   —   $375,000   $562,500         

Stock Options

  09/07/11          —    67,720   $26.555   $443,227  

Stock Awards

  04/04/11       0    24,000    24,000      $595,200  

Paul Sweetenham

           

MIP(3)

   —   $461,375   $922,750         

LRPIP(4)

   —   $700,000   $1,050,000         

Stock Options

  09/07/11           48,960   $26.555   $320,443  

Stock Awards

  04/04/11       0    50,000    50,000    —     $1,240,000  

(1)All option awards were granted with an exercise price equal to the closing price on the New York Stock Exchange on the date of grant.

(2)Reflects the aggregate fair market value of stock and option awards on the grant date. Stock awards are valued based on the closing price of our common stock on the New York Stock Exchange on the grant date. Option awards are valued using the Black-Scholes option pricing model. The underlying valuation assumptions for equity awards are further discussed in Note I to our audited financial statements filed with our Annual Report onForm 10-K for fiscal 2011.
(3)Reflects amounts earned under the MIP for fiscal 2011: Ms. Meyrowitz ($2,425,031), Mr. Naylor ($655,159), Mr. Herrman ($987,815), Mr. Rossi ($562,213) and Mr. Sweetenham ($0). The performance measures underlying MIP awards of all of our named executive officers were based on TJX corporate performance. As discussed above in “Compensation Discussion and Analysis”, Mr. Sweetenham, who oversees TJX Europe, requested that he receive no MIP bonus for fiscal 2011 due to divisional performance of TJX Europe under MIP. Reflects amounts earned under the LRPIP for the LRPIP cycle for fiscal2009-2011: Ms. Meyrowitz ($1,702,540), Mr. Naylor ($851,270), Mr. Herrman ($851,270), Mr. Rossi ($456,038) and Mr. Sweetenham ($830,100).
(4)Amounts reflect the change in the actuarial present value of accumulated benefit obligations under our broad-based retirement plan and our SERP. Mr. Sweetenham did not participate in those plans. Our named executive officers did not receive above-market or preferential earnings on non-tax qualified deferred compensation.2012.


26

(5)The table below shows amounts under All Other Compensation for fiscal 2011. Perquisites and other personal benefits are valued on an aggregate incremental cost basis. All figures shown below in footnote 5 represent the direct dollar cost incurred by us in providing these perquisites and other personal benefits.
                         
    Reimbursement
   Company
    
    for Financial,
 Employer
 Paid
    
    Tax
 Contributions or
 Amounts
   Total
  Automobile
 Planning and
 Credits Under
 for Life
 Housing
 All Other
Name
 Benefit Legal Services Savings Plans(a) Insurance Benefit(b) Compensation
 
Carol Meyrowitz $35,904  $2,175  $4,204  $1,212      $43,495 
Jeffrey G. Naylor $35,904  $1,500  $201,276  $1,212      $239,892 
Ernie L. Herrman $35,904  $1,500  $256,729  $77      $294,210 
Jerome Rossi $35,904  $1,500  $4,943  $1,212      $43,559 
Paul Sweetenham $34,301  $1,005  $243,951  $1,970  $73,469  $354,696 
(a)Amounts reflect matching contributions under our 401(k) plan and, in the case of Mr. Naylor and Mr. Herrman, the matching credits under our ESP. For Mr. Sweetenham, the amount reflects matching contributions under the U.K. retirement plan and matching credits under his deferred compensation benefit. As a U.K. resident, Mr. Sweetenham does not participate in our U.S. retirement or deferred compensation plans.
(b)Represents a housing benefit of $36,000 and a related taxgross-up of $37,469 for Mr. Sweetenham who worked in both the U.S. and U.K. during fiscal 2011. As Mr. Sweetenham’s responsibilities have been refocused on Europe, he no longer receives this housing benefit.
(6)Stock awards and total compensation for fiscal 2011 for Ms. Meyrowitz include (i) an award of 120,000 shares of performance-based restricted stock valued at $5,725,200 with service and performance conditions relating to fiscal 2012 and (ii) a second award of 120,000 shares of performance-based restricted stock valued at $5,725,000 with service and performance conditions relating to fiscal 2013. These awards were granted at the end of fiscal 2011 and were intended by the ECC as compensation for fiscal 2012 and fiscal 2013, respectively.
(7)Effective January 30, 2011, Ernie Herrman was elected President of TJX, and Carol Meyrowitz resigned that position. Ms. Meyrowitz continues as Chief Executive Officer.
(8)Mr. Sweetenham is paid in U.K. pounds sterling. The amounts shown in the table are converted from pounds sterling at the average annual exchange rate for fiscal 2011 of $1.5466 per pound and for fiscal 2010 of $1.5895 per pound.
Total compensation for our named executive officers is composed of base salary, short-term and long-term cash incentives, long-term equity-based incentives, retirement and deferred compensation benefits and limited perquisites. Our named executive officers were entitled under their employment agreements to participate in our SIP, MIP and LRPIP, and received cash and equity incentives only pursuant to these plans during fiscal 2011. Ms. Meyrowitz and Mr. Rossi participated in our primary SERP benefit and Mr. Herrman and Mr. Naylor participated in our alternative SERP benefit. All of ourU.S.-based named executive officers participated in our tax-qualified defined benefit plan and were eligible to make deferrals to our 401(k) plan and our ESP. Mr. Naylor and Mr. Herrman were eligible to receive, and received, matching credits under the ESP during all or part of fiscal 2011. As discussed below under “Nonqualified Deferred Compensation Plans,” Mr. Sweetenham, as a resident of the U.K., participated in a retirement plan for U.K. associates under which participants may defer salary and bonus and receive an employer match, and is entitled to performance-based matching credits on his U.K. retirement plan deferrals based on performance under MIP. Our named executive officers were entitled to receive an automobile benefit and participation in fringe benefit plans and programs made available to executives generally.


27

Grants of Plan-Based Awards in Fiscal 2011
The following table reports potential payouts under our incentive plans and all other stock and option awards that were granted during fiscal 2011 to our named executive officers:
                                             
                All Other
 All Other
    
                Stock
 Option
    
                Awards:
 Awards:
   Grant Date
    Estimated Future Payouts
 Estimated Future Payouts
 Number of
 Number of
 Exercise or
 Fair Value
    Under Non-Equity Incentive
 Under Equity Incentive
 Shares of
 Securities
 Base Price
 of Stock
Name and
 Grant
 Plan Awards ($) Plan Awards (# of Shares) Stock or
 Underlying
 of Options
 and Option
Award Type
 Date Threshold Target Maximum Threshold Target Maximum Units Options Awards(1) Awards(2)
 
Carol Meyrowitz                                            
MIP(3)      —  $1,575,000  $3,150,000                             
LRPIP(4)      —  $1,405,000  $2,107,500                             
Stock Options  09/09/10               87,410   87,410   87,410       —  $41.13  $947,524 
Stock Awards  04/05/10               —   25,000   25,000   —          $1,108,750 
   01/28/11               —   240,000   240,000              $11,450,400 
Jeffrey G. Naylor                                            
MIP(3)      —  $425,511  $851,022                             
LRPIP(4)      —  $700,000  $1,050,000                             
Stock Options  09/09/10               43,720   43,720   43,720       —  $41.13  $473,925 
Stock Awards  04/05/10               —   32,000   32,000   —          $1,419,200 
Ernie L. Herrman                                            
MIP(3)      —  $641,564  $1,283,128                             
LRPIP(4)      —  $850,000  $1,275,000                             
Stock Options  09/09/10               58,280   58,280   58,280       —  $41.13  $631,755 
Stock Awards  04/05/10               —   46,000   46,000   —          $2,040,100 
   01/28/11               —   55,000   55,000              $2,624,050 
Jerome Rossi                                            
MIP(3)      —  $365,145  $728,290                             
LRPIP(4)      —  $375,000  $562,500                             
Stock Options  09/09/10               43,720   43,720   43,720       —  $41.13  $473,925 
Stock Awards  04/05/10               —   19,000   19,000   —          $842,650 
Paul Sweetenham                                            
MIP(3)      —  $446,619  $893,238                             
LRPIP(4)      —  $700,000  $1,050,000                             
Stock Options  09/09/10               31,610   31,610   31,610       —  $41.13  $342,652 
Stock Awards  04/05/10               —   32,000   32,000   —          $1,419,200 
(1)All option awards were granted with an exercise price equal to the closing price on the New York Stock Exchange on the date of grant.
(2)Reflects the fair market value of stock and options awards on the grant date. Stock awards are valued based on the closing price of our common stock on the New York Stock Exchange on the grant date. Option awards are valued using the Black-Scholes option pricing model. The underlying valuation assumptions for equity awards are further discussed in Note I to our audited financial statements filed with our Annual Report onForm 10-K for fiscal 2011.
(3)Reflects award opportunities under the fiscal 20112012 MIP for which performance is complete. Actual amounts earned under the fiscal 20112012 MIP awards are discusseddisclosed in footnote 3 to the Summary Compensation Table.

(4)Reflects award opportunities under the fiscal2011-2013 2012-2014 LRPIP cycle. Amounts earned by Mr. Sweetenham under LRPIP are to be paid in pounds sterling based on the exchange rate in effect at the end of the cycle. As discussed

(5)Ms. Meyrowitz and Mr. Herrman received performance-based restricted stock awards at the end of fiscal 2011 and did not receive stock awards in the Compensation Discussion and Analysis, above, Ms. Meyrowitz’s new employment agreement reduces her existing target awards for fiscal2010-2012 and fiscal2011-2013 LRPIP cycles to those shown above to reflect the decrease in her base salary. Ms. Meyrowitz’s original target and maximum award opportunities were $1,575,000 and $2,362,500, respectively. 2012.

Non-Equity Incentive Plan amounts above reflect short-term cash incentives granted under our MIP and long-term cash incentives granted under our LRPIP. Our MIP and LRPIP are discussed above in “Compensation Discussion and Analysis.”

In fiscal 2011,2012, we granted all equity incentives, including stock options and performance-based restricted stock, under our SIP. Stock options have a maximum term of ten years and generally vest in equal annual


28

installments over three years, upon a change of control and in the event of certain terminations of employment. In the event a named executive officer’s employment is terminated by reason of death, disability, or retirement at or after age 65 with five or more years of service, vested options generally remain exercisable for up to five years following termination, unless the option terminates on an earlier date pursuant to its terms. Following a retirement at or after age 65 with ten or more years of service, or a retirement at or after age 60 with twenty or more years of service, vested options generally remain exercisable for five years following termination and unvested options continue to vest for the three yearthree-year period following retirement on the same basis as if the named executive officer had not retired and remain exercisable for an extended period, unless the option terminates on an earlier date pursuant to its terms. In the event of any other termination, other than a termination for cause, vested options for our named executive officers generally remain exercisable for six months following termination (or such other period of up to three years as the ECC determines at or after the grant date), unless the option terminates on an earlier date pursuant to its terms. All options, whether or not then vested, are forfeited on a termination for cause.

The restricted stock awards have both service-based and performance-based vesting conditions, except that awards fully vest upon a change of control and, for Ms. Meyrowitz, in the event of her death or disability.control. For performance-based restricted stock granted to our named executive officers in fiscal 2011,2012, the service-based conditions are satisfied by continuous employment through the scheduled vesting date (or, for certain awards,Mr. Naylor, through the end of the fiscal year immediately preceding the vesting date or earlier involuntary termination or termination due to death or disability)2013), and the performance-based conditions are tied to the corporate performance target under our LRPIP or MIP. At such time asfor the fiscal 2012-2014 cycle, with full vesting subject to achievement of a payout of at least 67% of the target payout under LRPIP for the cycle. If the LRPIP payout is less than 67% for the cycle, a prorated portion of the unvested award will be forfeited. If no LRPIP payout is achieved for the cycle, the entire unvested award will be forfeited. When a participant’s shares of restricted stock vest, the participant is entitled to any dividends paid on the shares while they were restricted.

After the close of fiscal 2012, the ECC modified the service-based condition applicable to Mr. Rossi’s award in connection with his new employment agreement. As modified, the service-based condition would be satisfied by Mr. Rossi’s continued employment through fiscal 2014 (to correspond with the term of his new agreement), with any additional service condition waived, and he would be entitled to the award to the extent the original performance-based conditions are met.

Outstanding Equity Awards at Fiscal 2012 Year End

The following table provides information on outstanding option and stock awards for named executive officersheld as of January 29, 2011:

                                     
  Option Awards Stock Awards
                Equity
 Equity
                Incentive
 Incentive
      Equity Incentive
         Plan Awards:
 Plan Awards:
      Plan Awards:
       Market
 Number of
 Market or
  Number of
 Number of
 Number of
     Number of
 Value of
 Unearned
 Payout Value
  Securities
 Securities
 Securities
     Shares or
 Shares or
 Shares,
 of Unearned
  Underlying
 Underlying
 Underlying
     Units of
 Units of
 Units or
 Shares, Units or
  Unexercised
 Unexercised
 Unexercised
 Option
 Option
 Stock That
 Stock That
 Other Rights
 Other Rights
  Options
 Options
 Unearned
 Exercise
 Expiration
 Have Not
 Have Not
 That Have
 That Have
Name
 Exercisable(1) Unexercisable(1) Options Price Date Vested(3) Vested(2) Not Vested(3) Not Vested(2), (3)
 
Carol Meyrowitz  34,210   34,210   0  $35.03   09/08/18   175,000  $8,349,250   240,000  $11,450,400 
   31,754   63,506   0  $37.74   09/17/19                 
   0   87,410   0  $41.13   09/09/20                 
Ernie L. Herrman  50,000   0   0  $21.43   09/07/15   23,188  $1,106,299   120,000  $5,725,200 
   63,750   0   0  $27.00   09/06/16                 
   60,000   0   0  $29.23   09/10/17                 
   45,620   22,810   0  $35.03   09/08/18                 
   21,174   42,346   0  $37.74   09/17/19                 
   0   58,280   0  $41.13   09/09/20                 
Jeffrey G. Naylor  60,000   0   0  $29.23   09/10/17   19,188  $915,459   50,000  $2,385,500 
   34,220   17,110   0  $35.03   09/08/18                 
   15,884   31,766   0  $37.74   09/17/19                 
   0   43,720   0  $41.13   09/09/20                 
Jerome Rossi  35,063   0   0  $27.00   09/06/16   14,800  $706,108   24,000  $1,145,040 
   44,000   0   0  $29.23   09/10/17                 
   34,220   17,110   0  $35.03   09/08/18                 
   15,884   31,766   0  $37.74   09/17/19                 
   0   43,720   0  $41.13   09/09/20                 
Paul Sweetenham  32,000   0   0  $29.23   09/10/17   16,100  $768,131   45,000  $2,146,950 
   20,540   10,270   0  $35.03   09/08/18                 
   9,534   19,066   0  $37.74   09/17/19                 
   0   31,610   0  $41.13   09/09/20                 


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28, 2012 by our named executive officers:

  Option Awards  Stock Awards 

Name

 Number of
Securities
Underlying
Unexercised
Options
Exercisable(1)		  Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)		  Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options		  Option
Exercise
Price		  Option
Expiration
Date		  Number of
Shares or
Units of
Stock That
Have Not
Vested(3)		  Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(2)(3)		  Equity Incentive Plan
Awards:		 
        Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested(3)		  Market or
Payout Value
of Unearned
Shares, Units or
Other Rights
That Have
Not Vested(2)(3)		 

Carol Meyrowitz

  127,014    63,506    —   $18.870    09/17/19      
  58,274    116,546    $20.565    09/09/20      
  0    108,320    $26.555    09/07/21      
       240,000   $8,084,400    240,000   $8,084,400  

Ernie L. Herrman

  60,000    0    —   $14.615    09/10/17      
  136,860    0    $17.515    09/08/18      
  84,694    42,346    $18.870    09/17/19      
  38,854    77,706    $20.565    09/09/20      
  0    90,380    $26.555    09/07/21      
       60,000   $2,021,100    180,000   $6,063,300  

Jeffrey G. Naylor

  0    31,766    —   $18.870    09/17/19      
  0    58,292    $20.565    09/09/20      
  0    67,720    $26.555    09/07/21      
       50,000   $1,684,250    110,000   $3,705,350  

Jerome Rossi

  0    31,766    —   $18.870    09/17/19      
  29,148    58,292    $20.565    09/09/20      
  0    67,720    $26.555    09/07/21      
       24,000   $808,440    48,000   $1,616,880  

Paul Sweetenham(4)

  0    19,066    —   $18.870    09/17/19      
  0    42,144    $20.565    09/09/20      
  0    48,960    $26.555    09/07/21      
       40,000   $1,347,400    100,000   $3,368,500  

(1)All option awards have a ten-year maximum term and vest in equal annual installments over three years, beginning on the first anniversary of the grant date, and upon a change of control and certain employment terminations.

(2)Market values reflect the closing price of our common stock on the New York Stock Exchange on January 28, 201127, 2012 (the last business day of the fiscal year), which was $47.71..

(3)The following table shows the scheduled vesting dates for all unvested share awards for our named executive officersofficers’ unvested shares as of January 29, 2011,28, 2012, subject to satisfaction of the performance- and service-based conditions of the award (andand assuming ECC certification of performance):performance:

         
  Number of
  
  Unvested
  
Name
 Shares Vesting Date(a)
 
Carol Meyrowitz  150,000   03/03/11
   25,000   03/03/11
   120,000   03/2012(b)
   120,000   03/2013(b)
Ernie L. Herrman  11,000   03/03/11
   12,188   09/06/11
   30,000   09/06/12
   35,000   09/06/13
   55,000   09/06/14
Jeffrey G. Naylor  7,000   03/03/11
   12,188   04/15/11
   25,000   04/15/12
   25,000   04/15/13
Jerome Rossi  7,000   03/03/11
   7,800   09/06/11
   12,000   09/06/12
   12,000   09/06/13
Paul Sweetenham  7,000   03/03/11
   9,100   09/06/11
   20,000   09/06/12
   25,000   09/06/13

Name

Number  of
Unvested
Shares		Vesting Date(a)

Carol Meyrowitz

240,000 03/6/2012
240,000    03/2013(b)
(a)

Ernie L. Herrman

60,000   09/06/12
70,000   09/06/13
110,000   09/06/14

Jeffrey G. Naylor

50,000   04/15/12
50,000   04/15/13
60,000    03/2014(b)(c)

Jerome Rossi

24,000   09/06/12
24,000   09/06/13
24,000    03/2014(b)(d)

(a)The restricted stock awards have both service-based and performance-based vesting conditions, except that awards fully vest upon a change of control and, for Ms. Meyrowitz, in the event of her death or disability. Each of Ms. Meyrowitz’s stock awards and each stock award with a vesting date of March 3, 2011, has performance-based vesting conditions that wouldwill be satisfied if MIP performance, as certified by the ECC, for the fiscal year immediately preceding the vesting date results in a payout of at least 67% of the corporate MIP target award opportunitiespayout and service-based vesting conditions that wouldwill be satisfied by continued employment through the end of such fiscal year or earlier involuntary termination or termination due to death or disability.termination. Each other stock award shown above has performance-based vesting conditions that wouldwill be satisfied if LRPIP performance, as certified by the ECC, for the cycle most recently completed prior to the vesting date results in a payout of at least 67% of the LRPIP target award opportunitiespayout and service-based vesting conditions that wouldwill be satisfied by continued employment through the vesting date.date (except as described below for certain awards held by Mr. Naylor and Mr. Rossi). Each unvested award will be partially forfeited if the payout is less than 67%, or entirely forfeited if no payout is achieved, under MIP or LRPIP, as applicable, for the applicable year or cycle.

 
(b)Expected date of ECC certification of applicable performance results.

March 2012(c)Service-based vesting condition will be satisfied by continued employment through fiscal 2013. In addition to the service- and March 2013 meetingsperformance-based vesting conditions, Mr. Naylor’s right to receive and retain the value of the ECC.award is subject to his compliance with non-competition, non-solicitation and related restrictions through the end of the two year period following the vesting date (in addition to the restrictions set forth in Mr. Naylor’s employment agreement).


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(d)Service-based vesting condition will be satisfied by continued employment through fiscal 2014, as modified by the ECC following the close of fiscal 2012 in connection with Mr. Rossi’s new employment agreement. Prior to the modification, the service-based vesting condition would have been satisfied by continued employment through September 6, 2014.

(4)Mr. Sweetenham’s unvested options and restricted stock awards were forfeited upon his departure from TJX.

Option Exercises and Stock Awards Vested during Fiscal 20112012

The following table provides information relating to option exercises and stock award vesting of performance-based restricted stock for our named executive officers during fiscal 2011.

                 
  Option Awards Stock Awards
  Number of
   Number of
  
  Shares
 Value
 Shares
 Value
  Acquired
 Realized
 Acquired
 Realized
  on Exercise on Exercise(1) on Vesting on Vesting(2)
 
Name
                
Carol Meyrowitz  281,710  $4,092,840   150,000  $6,705,000 
Ernie L. Herrman  77,500  $1,794,398   15,938  $667,643 
Jeffrey G. Naylor  363,750  $6,540,191   15,938  $737,133 
Jerome Rossi  41,250  $835,692   10,200  $427,278 
Paul Sweetenham  34,000  $501,575   8,500  $356,065 
2012.

   Option Awards   Stock Awards 

Name

  Number of
Shares
Acquired
on Exercise		   Value
Realized
on Exercise(1)		   Number of
Shares
Acquired
on Vesting		   Value
Realized
on Vesting(2)		 

Carol Meyrowitz

   136,840    $2,086,228     350,000    $8,914,500  

Ernie L. Herrman

   287,500    $4,196,709     46,376    $1,195,213  

Jeffrey G. Naylor

   315,342    $3,543,549     38,376    $983,287  

Jerome Rossi

   324,320    $3,811,848     29,600    $762,882  

Paul Sweetenham

   184,830    $1,625,492     32,200    $830,599  

(1)Represents the stock price on the New York Stock Exchange on exercise date minus the option exercise price multiplied by the number of shares acquired on exercise.

(2)Represents the fair market value of the shares on the vesting date, calculated as the stock price on the New York Stock Exchange on vesting date.date multiplied by the number of shares vesting.

Pension Benefits

In the U.S., we have a tax-qualified defined benefit plan, or Retirement Plan, and a nonqualified Supplemental Executive Retirement Plan, or SERP. We do not have a policy of granting extra years of credited service for purposes of these plans. Our Retirement Plan was closed to new participants as of February 1, 2006, although participants employed prior to that date continue to accrue benefits. We have not offered primary SERP benefits to any new participants in a number ofmany years and do not currently intend to do so in the future, although we continue to offer an alternative SERP benefit.

Under our Retirement Plan, participants accrue a benefit payable as an annuity at retirement or, if vested, following an earlier termination of employment. The amount accrued each year onceOnce participation commences after an initial one-year eligibility period, the amount accrued each year, expressed as a life annuity commencing at age 65, is 1% of eligible compensation (base salary and MIP awards) up to a periodically adjusted limit ($94,00099,000 in calendar 20102011 and $99,000$103,000 in calendar 2011)2012) and 1.4% of eligible compensation in excess of that limit. For years of service in excess of 35, the accrual rate is 1% per year of eligible compensation. Compensation for any year in excess of another periodically adjusted limit, currently $245,000, however,$250,000, is disregarded for these purposes. Eligible participants are also entitled to supplemental credits. Benefits under the Retirement Plan generally vest in general, after five years of service. A vested participant who retires or whose employment terminates prior to age 65 with at least ten years of service may elect to receive a reduced annuity benefit commencing at age 55 or later.

Under our SERP, the primary benefit provides participants who retire at or after age 55 with at least ten years of service a benefit equal to the value of an annuity commencing at age 65 providing annual payments up to a maximum of 50% of the participant’s final average earnings, less other employer-provided retirement benefits and social security benefits. This benefit, before offsets, accrues at the rate of 2.5% of final average earnings for each year of service not in excess of 20 until age 65. In view of his continued service beyond age 65, Mr. Rossi is entitled to additional retirement benefit accruals based on his earnings and service after age 65 if more favorable than his primary benefit under existing SERP terms. Under her employment agreement, Ms. Meyrowitz is entitled to specified interest rate assumptions if more favorable than her primary benefit under existing SERP terms. In determining final average earnings, the primary SERP includes base salary and MIP, but not LRPIP, and uses the highest average of five years over the preceding ten years. The primary SERP benefit is payable in installments, or in certain other forms of actuarially equivalent value. The alternative benefit provides participants whose Retirement Plan benefits are affected by Internal Revenue Code benefit restrictions

with the amount of the benefits lost by reason of those restrictions. Participants who are eligible for the primary benefit are eligible to receive the alternative benefit in lieu of the primary benefit if it provides a greater benefit at the time of retirement or other termination of employment.


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Benefits under SERP are payable in installments, or in certain other forms of actuarially equivalent value.

Pension Benefits for Fiscal 2012

The following table provides information on pension benefits for our named executive officers eligible for these benefits as of January 29, 2011:
               
    Number of
 Present
 Payments
    Years of
 Value of
 Made During
    Credited
 Accumulated
 Last Fiscal
Name
 
Plan Name(1)
 Service Benefit(2) Year
 
Carol Meyrowitz(3) Retirement Plan  24  $369,760   0 
  SERP (Primary)  20  $12,326,774   0 
Jeffrey G. Naylor(3) Retirement Plan  6  $107,422   0 
  SERP (Alternative)  6  $379,552   0 
Ernie L. Herrman(3) Retirement Plan  20  $227,524   0 
  SERP (Alternative)  20  $636,225   0 
Jerome Rossi(3) Retirement Plan  14  $366,257   0 
  SERP (Primary)  20  $4,968,653   0 
28, 2012:

Name

  

Plan Name(1)

  Number of
Years of
Credited
Service		   Present
Value  of
Accumulated
Benefit(2)		   Payments
Made During
Last Fiscal
Year		 

Carol Meyrowitz(3)

  Retirement Plan   25    $480,870     —  
  SERP (Primary)   20    $16,916,123     —  

Ernie L. Herrman(3)

  Retirement Plan   21    $314,605     —  
  SERP (Alternative)   21    $982,131     —  

Jeffrey G. Naylor(3)

  Retirement Plan   7    $157,725     —  
  SERP (Alternative)   7    $601,551     —  

Jerome Rossi(3)

  Retirement Plan   15    $415,578     —  
  SERP (Primary)   20    $5,569,319     —  

(1)Participants in our Retirement Plan and our alternative SERP benefit program begin to accrue credited service after one year of service with TJX. Participants under our primary SERP benefit began to accrue credited service immediately and are eligible to be credited with a maximum of 20 years of service.

(2)The underlying valuation methodology and other material assumptions utilized in calculating the present value of the accumulated pension benefits are disclosed in Note J to our audited financial statements filed with our Annual Report onForm 10-K for fiscal 2011.2012.

(3)Ms. Meyrowitz, Mr. Naylor, Mr. Herrman and Mr. Rossi are fully vested in their Retirement Plan and SERP benefits. For purposes of SERP, Mr. Rossi receives credit for his years of service with Marshalls prior to its acquisition by TJX. Instead of these plans, Mr. Sweetenham did not participate in these plans. Instead, he participated in theour U.K. retirement plan, which is not included above because it is a defined contribution plan.

Nonqualified Deferred Compensation Plans

We have an Executive Savings Plan, or ESP, which is a nonqualified deferred compensation plan available to key employees. Under the ESP, ourU.S.-based U.S. named executive officers and other eligible employeesAssociates can elect to defer up to 20% of base salary and up to 100% of any MIP and LRPIP awards, our directors can elect to defer retainers and meeting fees, and ourU.S.-basedfees. Our U.S. named executive officers not eligible for primary SERP benefits (currently Mr. Herrman and Mr. Naylor) are eligible to receive matching credits on base salary deferrals of up to 10% of base salary, with an enhanced level of matching credits for a period of up to 15 years. For calendar 2010,2011, the potential match for Mr. Herrman and Mr. Naylor was 100% of their eligible deferrals, plus, if our MIP performance resulted in a payout of between 90% and 125% of the target corporate award opportunities for fiscal 2011,2012, an additional match ranging from 50% to 150% of eligible deferrals. Mr. Herrman and Mr. Naylor earned this additional performance-based match at 142.5% based on fiscal 2012 MIP results. Matching employer credits are 50% vested after five years of plan participation and are 100% vested after ten years of plan participation, at age 55, or upon a change of control or separation from service by reason of death or disability. All amounts deferred or credited to a participant’s account under the ESP are notionally invested in mutual funds or other investments available on the market. Although not required by the ESP, it is our practice to purchase the investments notionally invested under the participants’ accounts, thus realizing the actual return of the notional investments.

Under the ESP, amounts deferred are generally distributed following termination of employment unless the participant has elected an earlier distribution date, which may be no earlier than January 1st of the second year following the year of the deferral. Vested employer matching credits are distributed before age 55 upon death or separation from service due to disability, at age 55 if a participant has separated for any other reason, or upon a separation from service after age 55. Distributions are generally made in a lump sum payment; however, a participant may elect to be paid in annual installments over a period of not more than ten years in the event that his or her employment terminates after age 55. Amounts vested under the ESP prior to January 1, 2005 (and earnings on those amounts) can be distributed at the participant’s request prior to termination of employment in a lump sum distribution of 85% of the vested account, with the remaining 15% forfeited.


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Mr. Sweetenham, As a resident of the U.K., is entitledMr. Sweetenham was eligible to receive annual performance-based matching credits similar to those provided under the ESP to our eligible U.S.-based named executive officers. Mr. Sweetenham is eligible for matching credits ranging between 50% and 150% on his U.K. retirement plan deferrals of up to 8% of his base salary and 8% of his MIP bonus, for up to 20 years, if performance under MIP for the relevant fiscal year produces a payout of between 90% and 125% of the target corporate award opportunities. Based on our fiscal 2011 corporate MIP performance, although Mr. Sweetenham requested that he receive no MIP bonus, Mr. Sweetenham was eligible for the maximum performance-based match because the ECC determined to treat Mr. Sweetenham as having received and deferred 8% of his corporate MIP bonus for this purpose. Mr. Sweetenham’s deferred compensation benefit is reflected in an account that is an unfunded obligation of TJX UK and is notionally invested in mutual funds or other market investments. The vesting, distribution, and other terms of Mr. Sweetenham’s deferred compensation account are designed to follow the terms that apply to employer credit accounts of our U.S-basedU.S. named executive officers underbut this benefit was forfeited in connection with his departure at the ESP.
end of fiscal 2012.

Through December 31, 2007, we offered eligible employees, includingAssociates (including our U.S. named executive officers,officers) and directors the opportunity to participate in the General Deferred Compensation Plan, or GDCP, another nonqualified deferred compensation plan. Under the GDCP, participants could defer all or a portion of base salary and MIP and LRPIP awards and, in the case of directors, retainers and meeting fees, and bewhich deferrals are credited amounts on deferralswith notional interest at an annually adjusted rate based on a rate foran average yield of Treasury securities that is adjusted annually.during the prior year. For calendar 2010,2011, this rate was 3.28%3.13%. No further deferrals were permitted beginning with fiscal 2009 compensation, but previously deferred amounts continue to be credited with notional interest amounts.

Amounts deferred under the GDCP on or after January 1, 2005 (and earnings on those amounts) that had not been distributed prior to January 1, 2009 are distributed under the terms of the ESP, as described above. Amounts deferred under the GDCP prior to January 1, 2005 (and earnings on those amounts credited prior to that date) are distributed in a lump sum at termination of service or upon an event or at a date (no later than the tenth anniversary of termination of service) and in a lump sum or in monthly installments as elected by the participant. Upon a change of control, each participant receives the entire amount credited to his deferred account in a lump sum payment.

Nonqualified Deferred Compensation for Fiscal 2012

The following table provides information on nonqualified deferred compensation plans for our named executive officers as of January 29, 2011:

                         
  Executive
 Registrant
 Aggregate
 Aggregate
 Aggregate
  
Name &
 Deferrals in
 Matching Credits
 Earnings in
 Withdrawals/
 Balance at
  
Plan Name
 Last FY(1) in Last FY(2) Last FY(3) Distributions Last FYE(4)  
 
Carol Meyrowitz
                        
GDCP $0  $0  $17,655  $0  $559,405     
ESP $294,039  $0  $147,516  $0  $1,021,371     
Jeffrey G. Naylor
                        
GDCP $0  $0  $4,219  $0  $133,681     
ESP $151,500  $195,776  $171,673  $0  $1,179,465     
Ernie L. Herrman
                        
GDCP $0  $0  $0  $0  $0     
ESP $98,057  $251,649  $29,434  $0  $933,227     
Jerome Rossi
                        
GDCP $0  $0  $34,373  $0  $1,089,105     
ESP $0  $0  $0  $0  $0     
Paul Sweetenham
 $0  $178,988  $0  $0  $178,988     
28, 2012:

Name and

Plan Name

  Executive
Contributions in
Last FY(1)		   Registrant
Contributions
in Last FY(2)		   Aggregate
Earnings  in
Last FY(3)		  Aggregate
Withdrawals/
Distributions		   Aggregate
Balance at
Last FYE(4)		 

Carol Meyrowitz

         

GDCP

  $0    $0    $17,856   $0    $577,260  

ESP

  $271,039    $0    $18,470   $0    $1,310,881  

Ernie L. Herrman

         

GDCP

   —     —     —    —     —  

ESP

  $111,731    $267,155    $88,578   $0    $1,400,692  

Jeffrey G. Naylor

         

GDCP

  $0    $0    $4,267   $0    $137,949  

ESP

  $167,500    $200,524    $(30,195)  $0    $1,517,294  

Jerome Rossi

         

GDCP

  $0    $0    $36,555   $0    $1,216,057  

ESP

   —     —     —    —     —  

(1)Also included as Salary or Non-Equity Incentive Plan Compensation, as applicable, in the Summary Compensation Table. Mr. Sweetenham’s deferrals are made pursuant to the broad-based U.K. retirement plan.

(2)Includes the performance-based matching credits earned for fiscal 2011.2012. The amounts in this column are also included in All Other Compensation column in the Summary Compensation Table.


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(3)Reflects notional market-based earnings on deferrals and other amounts credited to the account of plan participants. It is our practice to purchase the specified notional investments for deferred compensation ofU.S.-based executives,under the ESP, thus realizing the actual market returns on the notional investments.

(4)The aggregate balance includes executive deferrals of income for prior fiscal years. Such deferrals forAmounts deferred by individuals who were named executive officers for the fiscal yearsyear of the deferralsdeferral were included asin the compensation reported for suchthose individuals in the compensation tables in prior proxy statements. The aggregate balance also includes earnings on amounts deferred and performance-based matching credits earned for fiscal 20112012 but not credited until after the close of fiscal 2011.
2012.

Potential Payments upon Termination or Change of Control

We believe that providing severance and change of control benefits helps us attract and retain high quality executives and protect our other business interests, as discussed further in “Compensation Discussion and Analysis.”

Potential Payments upon Termination under our Employment and Severance Agreements.    Each of our named executive officers duringin fiscal 20112012 was a party to an employment agreement providing for payments in connection with the specified termination of the executive’s employment or a change of control. If, on the last day of fiscal 2011, we had terminated the executive’s employment other than for cause, or if the executive had terminated his or her employmentcontrol events generally described below. In addition, in connection with a forced relocation of more than forty miles (a “constructive termination”), the executive would have been entitled under these agreements to continued base salary and any automobile allowance for twenty-four months (twelve months, in the case of Mr. Sweetenham); cash payments during the severance period in an amount sufficient after taxes to cover the cost of any COBRA continuation of medical benefits elected by our U.S. executives (excluding Mr. Sweetenham); cash incentive awards under MIP and LRPIP for each uncompleted year or award cycle, subject to the attainment of the applicable performance goals and adjusted to reflect the executive’s period of service during the year or cycle; equity awards in accordance with their terms (plus, for Ms. Meyrowitz, acceleration of outstanding and unvested stock options as provided under her agreement); and vested and accrued, but unpaid, compensation and benefits. Each executive would also have been entitled to these severance benefits upon termination of employment by reason of death or disability on the last day of fiscal 2011, except that base salary continuation would be adjusted so as not to duplicate any long-term disability benefits received by the executive, and the MIP award described above would be paid at target for the year in which termination occurred and would not be prorated (and Mr. Naylor would also have been entitled to the same MIP award he would have received had his employment been terminated without cause or in a constructive termination). Termination for cause or a voluntary termination (other than a constructive termination) would not entitle the executives to these benefits, other than to the payment of certain already accrued and vested amounts. For purposes of these benefit entitlements, a termination of Ms. Meyrowitz’s employmentdeparture at the end of the agreement term would have been treated as a termination other than for cause if the parties did not mutually agree to continue her employment, and a termination of employment at the end of the agreement term for Mr. Herrman, Mr. Naylor orfiscal 2012 Mr. Sweetenham entered into agreements with TJX and its subsidiary TJX UK that clarified and supplemented the entitlements under his employment agreement.

•

Termination Other than for Cause or Constructive Termination:    For our U.S. named executive officers, if we terminate an executive’s employment other than for cause or the executive terminates employment in connection with a forced relocation of more than forty miles (a “constructive termination”), the executive would be entitled to twenty-four months of continued base salary (for Ms. Meyrowitz, at her fiscal 2011 salary rate) and any automobile allowance; cash payments in an amount sufficient after taxes to cover the cost of any COBRA continuation of health benefits elected by the executive; cash incentive awards under MIP and LRPIP for each uncompleted year or award cycle, if applicable performance goals are met and adjusted to reflect the executive’s period of service during the cycle; and equity awards in accordance with their terms (plus, for Ms. Meyrowitz, acceleration of outstanding and unvested stock options as provided under her agreement).

Under agreements entered into in connection with his departure from TJX, Mr. Sweetenham is also have been treatedeligible to receive the same amount of severance benefits as a termination otherdescribed above for U.S. named executive officers (other than Ms. Meyrowitz), except that he is entitled to twelve months of automobile allowance (instead of twenty-four) and is not entitled to health coverage-related payments. Mr. Sweetenham is also eligible under these agreements for cause unless we made an offeradditional year of continued service in a comparable position, as reasonably determined by the ECC. The employment agreements in effect for Ms. Meyrowitz and Mr. Naylor during fiscal 2011 both had terms that ended on the last day of fiscal 2011,base salary and, in both cases, we agreed prior to the end of the fiscal year to a new employment agreement effective as of the beginning of fiscal 2012.

Under the new or amended employment agreements with Ms. Meyrowitz, Mr. Herrman and Mr. Naylor that became effective in fiscal 2012, the executives are entitled to the same benefits described above upon a termination without cause or constructive termination (with salary continuation for Ms. Meyrowitz determined by reference to her fiscal 2011 salary) or upon a termination due to death or disability (except that Mr. Naylor is no longer entitled to the additional MIP benefit upon such a termination). Upon a voluntary termination with 90 days’ notice during the term of her new agreement, Ms. Meyrowitz is also entitled to the continuation of salary and automobile allowance, and payments to cover the cost of COBRA continuation of health benefits, in each case on the same basis as if she had been involuntarily terminated without cause, as well as prorated LRPIP benefits for any full fiscal years in a cycle that are completed prior to termination.
Potential Payments upon Change of Control under our Employment Agreements.  If a change of control were to have occurred on the last day of fiscal 2011 (with or without a termination of employment), each named executive officer would have received, in addition to any earned but unpaid MIP and LRPIP awards, a


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cash lump sum payment equal to his or her target award and a prorated target award under MIP for the year of the change of control, plus his or her maximum award for each uncompleted LRPIP cycle, plus any benefits (including any acceleration of awards) under the Stock Incentive Plan and TJX’s deferred compensation plans. If the executive’s employment had been terminated by us other than for cause, by the executive for good reason (as defined in the agreement), or by reason of death or disability, in each case within 24 months following a change of control and prior to the end of the term of the agreement, the executive would have been entitled to receive alternative severance benefits under his or her employment agreement instead of the severance benefits described above. The alternative severance benefits consisted of a lump sum severance payment equal to two times the higher of the executive’s base salary immediately prior to termination or the change of control (offset by any long-term disability benefits) plus the value of two yearsrespect of his or her automobile allowance; and two yearsperformance-based restricted stock award scheduled to vest in 2012 that was forfeited under plan terms at his departure, a payment of continued participation in medical and life insurance programs (exceptup to £807,692.31 to the extent of replacement coverage).the performance goals applicable to such award are met. In exchange for these benefits, Mr. Sweetenham agreed to provide transition assistance and gave additional undertakings regarding non-competition, non-solicitation and other covenants and releases. The employment agreements for Ms. Meyrowitz andamounts payable to Mr. Rossi also would have provided for an alternative lump sum benefit using specified assumptions (including, for Ms. Meyrowitz, assumptions representing early commencement of her benefit) to be payable under SERP upon such a termination.
We would also have been obligated to pay all legal fees and expensesSweetenham in connection with his departure are detailed in the executive reasonably incurred in seeking enforcement of contractual rights following a change of control. If the executive’s benefits upon a change of control were to result in a “golden parachute” excise tax under the Internal Revenue Code, the executive would not be entitled to any taxgross-up payment but would be subject to a reduction in his or her benefits if and to the extent such a reduction would put the executive in a better after-tax position.
table below.

•

Death or Disability:    Upon a termination of employment by reason of death or disability, each U.S. named executive officer (or his or her legal representative) would be entitled to the same benefits as are described above, except that salary continuation would be subject to adjustment for any long-term disability benefits and the MIP award would be paid at target without proration.

•

Voluntary Termination:    Our U.S. named executive officers would not be entitled to these separation benefits upon a voluntary termination (other than a constructive termination), except that if Ms. Meyrowitz voluntarily terminates her employment with 90 days’ notice and prior to a change of

control, she would be entitled to salary continuation, automobile allowance, and health coverage-related payments on the same basis as if she had been involuntarily terminated without cause, as well as prorated LRPIP benefits for any full fiscal years in a cycle completed prior to the date of termination.

•

End of Contract Term:    For Ms. Meyrowitz, Mr. Herrman and Mr. Naylor, a termination occurring on the last day of the agreement term would be treated as a termination other than for cause (unless, in the case of Mr. Herrman and Mr. Naylor, we make an offer of continued service in a comparable position). Mr. Rossi’s agreement in effect during fiscal 2012 did not entitle him to separation benefits at the end of the agreement term, but under his new employment agreement (effective at the beginning of fiscal 2013) he would be entitled upon termination of employment at the end of the agreement term to a prorated portion of outstanding LRPIP and performance-based restricted stock awards, if applicable performance conditions are met.

•

Change of Control:    Upon a change of control (with or without a termination of employment), each U.S. named executive officer would be entitled to receive a lump sum settlement at target of MIP and LRPIP awards for which the performance period or cycle had not ended (or, for Mr. Rossi, a lump sum payment equal to his target award and a prorated target award under MIP for the year of the change of control, plus his maximum award for each uncompleted LRPIP cycle), plus any benefits (including any acceleration of awards) under the SIP and our deferred compensation plans. We would also be obligated to pay legal fees and expenses the U.S. named executive officer reasonably incurs in seeking enforcement of contractual rights following a change of control. Under Mr. Rossi’s new employment agreement, he would be entitled to the same MIP- and LRPIP-based payments as described above for the other U.S. named executive officers.

The events that constitute a change of control under the employmentfiscal 2012 agreements for our named executive officers at fiscal 2011 year end generally consistedconsist of the following, subject to the qualifications set forth in those employment agreements: (i) a change of control required to be reported under the Securities Exchange Act of 1934, as amended; (ii) the acquisition of 20% or more of our common stock followed by a change in a majority of our board of directors; (iii) a proxy solicitation or solicitations followed by a change in a majority of our board of directors; and (iv) the execution of certain agreements of acquisition, merger or consolidation followed by consummation of the transactions contemplated by such agreement.

•

Change of Control Followed by Qualifying Termination:    Upon a qualifying termination of employment following a change of control, each U.S. named executive officer would be entitled to receive alternative severance benefits instead of the separation-related benefits described above. The alternative severance benefits consist of a lump sum severance payment equal to two times the sum of the executive’s annual base salary (for Ms. Meyrowitz, by reference to her fiscal 2011 salary rate), any annual automobile allowance and (except for Mr. Rossi) target MIP award amount; and two years of continued participation in medical and life insurance programs, except to the extent of replacement coverage. For this purpose, base salary would be adjusted for any long-term disability benefits and the target MIP amount and (except for Ms. Meyrowitz) base salary would be determined by reference to the higher of the executive’s base salary immediately prior to termination or the change of control. Ms. Meyrowitz and Mr. Rossi would also be entitled to an alternative lump sum SERP benefit determined by using specified actuarial assumptions representing potential early commencement of the benefit. Under his new agreement, Mr. Rossi would be entitled to the same MIP-based payments as described above for the other U.S. named executive officers.

A qualifying termination for these purposes includes a termination by us other than for cause, by the executive for good reason (as defined in the agreements), or a termination by reason of death or disability, in each case within 24 months following a change of control. A qualifying termination does not include a voluntary termination without good reason. Under the agreement with Mr. Rossi in effect during fiscal 2012 (but not under his new agreement) the qualifying termination would also have to have occurred by the end of agreement term.

In addition to amounts described above, the executives would remain entitled to vested and accrued, but unpaid, compensation and benefits (including earned but unpaid amounts under MIP and LRPIP). Our named executive officers would not be entitled to any tax gross-up payment for any “golden parachute” excise tax on change of control benefits, but payments and benefits to each executive would be reduced if and to the extent such a reduction would have put the executive in a better after-tax position.

Potential Acceleration of Unvested Equity Awards.    Under the terms of awards granted under our SIP, each of our U.S. named executive officers would be entitled to partial vesting of stock options upon death or amended employment agreements withdisability and full vesting of both stock options and stock awards upon a change of control. Ms. Meyrowitz Mr. Herrmanwould also be entitled to full vesting of unvested stock awards upon termination of employment by reason of death or disability. In the event of a termination without cause or a constructive termination, Ms. Meyrowitz’s options vest in full and Mr. Naylor that became effective inher stock awards remain subject to the satisfaction of the applicable performance conditions but applicable service-based conditions would be deemed satisfied. Following a termination of employment at the end of fiscal 2012, the executives are entitledwould have been able to exercise vested options in accordance with applicable post-termination exercise periods and Mr. Rossi (had he retired at the end of fiscal 2012) would have been eligible for continued vesting of his outstanding options, in each case in accordance with the terms described above under the “Grants of Plan-Based Awards in Fiscal 2012” table.

The following table sets forth aggregate estimated value of the acceleration of unvested equity awards held by each of our named executive officers assuming the triggering events occurred on January 28, 2012, all pursuant to the same benefits describedterms of TJX’s plans and each executive’s awards as in effect on such date. These amounts are also included in the potential payment table below. Mr. Sweetenham’s unvested equity awards were forfeited as of January 28, 2012.

   Triggering Event(1) 
   Death/Disability   Termination without Cause(2)   Change of Control(3) 

Name

  Option
Awards		   Stock
Awards		   Option
Awards		   Stock
Awards		   Option
Awards		   Stock
Awards		 

Carol Meyrowitz

  $736,185    $8,172,000    $3,243,647    $8,172,000    $3,243,647    $8,172,000  

Ernie L. Herrman

  $507,778     —     —     —    $2,292,384    $8,215,650  

Jeffrey G. Naylor

  $380,829     —     —     —    $1,719,084    $5,478,000  

Jerome Rossi

  $380,829     —     —     —    $1,719,084    $2,466,360  

(1)For purposes of these estimates, we valued performance-based restricted stock and stock options using $33.69, the closing price of our common stock on the New York Stock Exchange on January 27, 2012, the last business day of the fiscal year. We included the full value of all accelerated performance-based restricted stock awards ($33.69 per share), plus the value of any accumulated dividends that would have been paid upon the vesting of such awards, and the spread value ($33.69 per share minus the option exercise price) for all stock options that would have been accelerated upon a termination of employment (including by reason of death or disability) or change of control. We did not include any amounts in respect of outstanding equity awards that either were earned based on service and performance as of January 28, 2012, or that would not have accelerated upon the triggering event. See the “Outstanding Equity Awards at Fiscal 2012 Year End” table for more information about these equity awards. We further assumed that each executive would satisfy his or her non-competition, non-solicitation, or confidentiality agreements with us following termination.

(2)Assumes that the performance conditions applicable to Ms. Meyrowitz’s unvested stock awards would have been satisfied.

(3)Assumes that all awards would have been cashed out at closing, and that any change of control would have qualified as a “change in control event” under Section 409A of the Internal Revenue Code (Section 409A).

Potential Acceleration of Unvested Deferred Compensation.    As noted above following a change of control, except that MIP- and LRPIP-based amounts payableunder “Nonqualified Deferred Compensation Plans,” unvested employer credit accounts under the ESP also vest in full upon a change of control wouldor termination of employment due to death or disability. Of our named executive officers, only include a lump sum settlement at target of MIP and LRPIP awards for which the performance period or cycleMr. Naylor had an employer credit account under ESP that was not ended, in addition to payment of any unpaid but earned amounts under those programs. In addition, the alternative severance benefits under the new or amended agreements are payable upon any qualifying termination within 24 months following the change of control (without regard to the scheduled termfully vested as of the agreement) and would include a lump sum severance payment equal to two times the sumend of the executive’s annual base salary, target MIP award amount and annual automobile allowance. For this purpose, the executive’s base salary would be adjusted so as not to duplicate any long-term disability benefits and would be determined, in the case of Ms. Meyrowitz, by reference to her fiscal 2011 salary rate, or, in the case of Mr. Herrman and Mr. Naylor, by reference to the higher of the executive’s base salary immediately prior to termination or the change of control.

2012.

Related Provisions.Provisions.    Each U.S. named executive officer agreed to non-solicitation and non-competition provisions that operate during the term of employment and during the applicable severance periodfor twenty-four months thereafter, and to confidentiality provisions during and after employment. Benefits under the employment agreements and SERP, as well as benefits attributable to the enhanced employer match under the ESP, and Mr. Sweetenham’s deferred compensation benefit, are also conditioned on compliance with restrictive covenants. Mr. Naylor agreed to additional restrictive covenants except that uponapplicable to the stock award granted to him during fiscal 2012, as described above under “Outstanding Equity Awards at Fiscal 2012 Year End.” Mr. Sweetenham agreed to post-employment non-solicitation and non-competition provisions for twenty-four and eighteen months, respectively, under his agreement with TJX and for twelve months under his agreement with TJX UK, as well as post-employment confidentiality and non-disparagement provisions under both agreements. Upon a change of control, theour named executive isofficers would no longer be subject to any covenant not to compete following a termination of employment.

As described under the “Grants of Plan-Based Awards in Fiscal 2011” table above, under the terms of awards granted under our SIP, each executive would be entitled to full vesting of unvested stock awards and stock options upon a change of control, partial vesting of stock options upon a termination of employment due to death


35

or disability more than three months after the options were granted, continued vesting of outstanding stock options upon retirement if the applicable age and service requirements are met, and certain extended post-termination exercise periods in the event of death or disability or upon a qualifying retirement. Ms. Meyrowitz would also be entitled to full vesting of her unvested stock awards upon death or disability. In the event of a termination of employment by us other than for cause, Ms. Meyrowitz’s stock options would vest in full and her stock awards would remain subject to the satisfaction of the applicable performance conditions but the applicable service-based conditions would be deemed satisfied. For certain stock awards held by other named executive officers as described above under “Outstanding Equity Awards at Fiscal Year End,” the applicable service-based conditions would be deemed satisfied upon an involuntary termination or termination due to death or disability. As noted above under “Nonqualified Deferred Compensation Plans,” employer credit accounts under the ESP, and the employer credit account established for Mr. Sweetenham, would also vest in full upon a change of control or termination of employment due to death or disability.
The agreements and plans include terms designed to comply with the deferred compensation provisions of Section 409A, of the Code, including provisions that would delay certain termination-related benefits for six months beyond termination of employment and alternative payment provisions that could apply in connection with a change inof control not described in Section 409A.


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The following table sets forth aggregate estimated payment obligations to each of our U.S. named executive officers, assuming that the triggering events had occurred on January 29, 2011,28, 2012, all pursuant to the terms of TJX’s plans and each executive’s employment agreement as in effect on such date:
                     
Triggering Event /Payments(1)
 C. Meyrowitz  E. Herrman  J. Naylor  J. Rossi  P. Sweetenham(2) 
 
Death /Disability                    
Severance $3,150,000  $2,000,000  $1,580,000  $1,490,000  $850,000 
MIP and LRPIP(3)  3,083,333   1,391,564   1,125,511   740,145   1,157,997 
Acceleration of Unvested Option Awards  360,289   240,229   180,203   180,203   112,736 
Acceleration of Unvested Stock Awards  11,450,400   0   0   0   0 
Acceleration of Unvested Employer Credit Account(5)  0   0   181,652   0   183,548 
Medical Benefits  26,375   37,180   31,374   37,180   0 
Automobile Benefit  71,808   71,808   71,808   71,808   35,904 
                     
Total $18,142,205  $3,740,781  $3,170,548  $2,519,336  $2,340,185 
                     
Termination without Cause /Constructive Termination                    
Severance $3,150,000  $2,000,000  $1,580,000  $1,490,000  $850,000 
MIP and LRPIP(3)  1,508,333   750,000   700,000   375,000   700,000 
Acceleration of Unvested Option Awards  1,642,095   0   0   0   0 
Acceleration of Unvested Stock Awards(4)  11,450,400   0   0   0   0 
Medical Benefits  26,375   37,180   31,374   37,180   0 
Automobile Benefit  71,808   71,808   71,808   71,808   35,904 
                     
Total $17,849,011  $2,858,988  $2,383,182  $1,973,988  $1,585,904 
                     
Change of Control                    
MIP and LRPIP $7,725,000  $3,608,127  $2,951,021  $1,855,290  $3,015,994 
Acceleration of Unvested Option Awards  1,642,095   1,094,903   821,339   821,339   528,305 
Acceleration of Unvested Stock Awards  11,450,400   6,350,339   3,001,489   1,533,738   2,610,961 
Acceleration of Unvested Employer Credit Account(5)  0   0   181,652   0   183,548 
Reduction to Maximize After-Tax Benefits(6)  0   0   0   0   (168,119)
                     
Total $20,817,495  $11,053,369  $6,955,501  $4,210,367  $6,170,689 
                     
Change of Control followed by Qualifying Termination                    
Severance $3,150,000  $2,000,000  $1,580,000  $1,490,000  $1,700,000 
MIP and LRPIP  7,725,000   3,608,127   2,951,021   1,855,290   3,015,994 
SERP Enhancement(5)  4,607,018   0   0   0   0 
Acceleration of Unvested Option Awards  1,642,095   1,094,903   821,339   821,339   528,305 
Acceleration of Unvested Stock Awards  11,450,400   6,350,339   3,001,489   1,533,738   2,610,961 
Acceleration of Unvested Employer Credit Account(5)  0   0   181,652   0   183,548 
Medical/Life Insurance  24,070   30,668   28,173   32,938   8,940 
Automobile Benefit  67,694   67,694   67,694   67,694   67,694 
Reduction to Maximize After-Tax Benefits(6)  (484,302)  (22,468)  0   0   0 
                     
Total $28,181,975  $13,129,263  $8,631,368  $5,800,999  $8,115,442 
                     
date (which do not reflect the changes described above in Mr. Rossi’s new agreement). Because our post-termination obligations to Mr. Sweetenham upon his departure were established as of January 28, 2012, the table below reflects only those obligations.

Triggering Event and Payments(1)

 C. Meyrowitz  E. Herrman  J. Naylor  J. Rossi  P. Sweetenham(2) 

Death/Disability

     

Severance

 $3,150,000   $2,200,000   $1,660,000   $1,560,000   $—  

MIP/LRPIP(3)

  3,356,667    1,813,333    1,235,000    761,970    —  

Acceleration of Unvested Equity Awards(4)

  8,908,185    507,778    380,829    380,829    —  

Deferred Compensation Enhancement(5)

  —    —    276,503    —    —  

Health, Life, and/or Automobile Benefits

  106,779    118,671    106,779    118,671    —  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total(6)

 $15,521,631   $4,639,782   $3,659,111   $2,821,470   $—  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Voluntary Termination with 90 Days Notice

     

Severance

 $3,150,000   $—   $—   $—   $—  

LRPIP(3)

  1,376,667    —    —    —    —  

Health, Life, and/or Automobile Benefits

  106,779    —    —    —    —  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 $4,633,446   $—   $—   $—   $—  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Termination without Cause/Constructive

Termination

     

Severance

 $3,150,000   $2,200,000   $1,660,000   $1,560,000   $2,550,000  

MIP/LRPIP(3)

  1,376,667    933,333    700,000    375,000    700,000  

Acceleration of Unvested Equity Awards(4)

  11,415,647    —    —    —    —  

Health, Life and/or Automobile Benefits

  106,779    118,671    106,779    118,671    35,904  

Additional Payments(7)

  —    —    —    —    1,271,184  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 $16,049,093   $3,252,004   $2,466,779   $2,053,671   $4,557,088  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Change of Control

     

Settlement of MIP/LRPIP

 $2,725,000   $1,950,000   $1,400,000   $1,898,940   $—  

Acceleration of Unvested Equity Awards(4)

  11,415,647    10,508,034    7,197,084    4,185,444    —  

Deferred Compensation Enhancement(5)

  —    —    276,503    —    —  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 $14,140,647   $12,458,034   $8,873,587   $6,084,384   $—  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Change of Control followed by Qualifying

Termination

     

Change of Control Benefits (see above)

 $14,140,647   $12,458,034   $8,873,587   $6,084,384   $—  

Severance

  7,110,000    3,960,000    2,739,000    1,560,000    —  

Deferred Compensation Enhancement(5)

  5,413,176    —    —    —    —  

Health, Life, and/or Automobile Benefits

  100,917    110,676    100,917    110,677    —  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total(6)

 $26,764,740   $16,528,710   $11,713,504   $7,755,061   $—  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(1)We used the following assumptions to calculate the payments set forth in the table:

We assumed in each case that the termination was not for cause; the executive does not violate his or her non-competition, non-solicitation, confidentiality or other obligations to us following termination; the executive does not receive medical or life insurance coverage from another employer within the relevant periods; and the executive does not incur legal fees requiring reimbursement from us. We also assumed that any change of control would have qualified as a “change in control event” under Section 409A.

• We assumed in each case that termination is not for cause; the executive does not violate his or her non-competition, non-solicitation, or confidentiality agreements with us following termination; the executive does not receive medical or life insurance coverage from another employer within the relevant severance periods; and the executive does not incur legal fees requiring reimbursement from us. We also assumed that any change of control would have qualified as a “change in control event” under Section 409A of the Internal Revenue Code.


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For health care benefits, we assumed COBRA continuation for 18 months in the event that an executive (other than Mr. Sweetenham) would be contractually entitled to payments based on the cost of such coverage following a termination of employment.

In the case of payments following termination by reason of disability, the amounts shown assume salary continuation and/or long-term disability payments, coordinated to avoid duplication.

• We valued performance-based restricted stock and stock options using the closing price of our common stock on the New York Stock Exchange on January 28, 2011, the last business day of the fiscal year, which was $47.71 per share. We included the full value of all accelerated performance-based restricted stock awards ($47.71 per share), plus the value of any accumulated dividends that would be paid upon the vesting of such stock, and the spread value ($47.71 per share minus the option exercise price) for all stock options that are accelerated upon a termination of employment (including by reason of death or disability) or change of control. In the case of a change of control (with or without a termination), we assumed that all such awards would be cashed out at closing. See the table titled “Outstanding Equity Awards at Fiscal Year End” for information regarding unvested stock and option awards.
• We used the same assumptions for health care benefits that we used for our financial reporting under U.S. generally accepted accounting principles. We assumed COBRA continuation for 18 months in the event that an executive (other than Mr. Sweetenham) would be contractually entitled to payments based on the cost of such coverage following a termination of employment.
• In the case of payments following termination by reason of disability, the amount of severance shown assumes salary continuation and/or long-term disability payments, coordinated to avoid duplication.
We did not include any amounts in respect of accrued but unpaid base salary or benefits (such as Mr. Sweetenham’s accrued holiday pay included above under All Other Compensation for fiscal 2012), or any amounts in respect of bonuses under MIP and LRPIP for performance periods ending on January 29, 201128, 2012 that were earned but remained unpaid as of that date, or any amounts in respect of outstandingdate. For additional assumptions applicable to equity awards, that either were earned based on performance assee “Potential Acceleration of January 29, 2011 but that were not settled, or that would not have accelerated upon the triggering event.
Unvested Equity Awards” above.

(2)Amounts denominated in pounds sterling andU.S. dollar amounts payable to Mr. Sweetenham wereunder his agreements are converted to U.S. dollars using $1.5860pounds sterling at the rate of $1.56 per pound which wasunder the terms of his agreements, except that LRPIP-based amounts will be converted to pounds sterling based on the exchange rate in effect on January 28, 2011 (the last business dayat the end of the fiscal year). For payments that by their terms are made by reference to U.S. dollar amounts and that would otherwise be converted into pounds sterling upon or prior to payment toperformance cycle. Under his agreement with TJX UK, Mr. Sweetenham amounts were determined usingis eligible for salary continuation for thirteen months and continued automobile allowance for twelve months. Under his agreement with TJX, Mr. Sweetenham is eligible to receive five months of salary continuation starting in March 2013 and the U.S. dollar amounts.remainder of his severance pay and Additional Payment in two lump sum payments at the close of his non-competition period and non-solicitation period under that agreement.

(3)The amount, for each executive, includes a prorated award for each LRPIP cycle ending after January 29, 2011,28, 2012, based on the number of monthsportion of the cycle completed as of January 29, 2011 over 3628, 2012 and assuming target performance, plus, in the event of termination due to death or disability, the target MIP award for fiscal 2011.2012. Proration for purposes of the LRPIP amount would have been determined based on the number of completed months of the cycle or, in the event of Ms. Meyrowitz’s voluntary termination, completed years in the cycle.

(4)The amount assumes that the applicable performance conditions are satisfied with respect to Ms. Meyrowitz’s unvested stock awards.See “Potential Acceleration of Unvested Equity Awards” above for additional detail about these amounts.

(5)For Mr. Herrman Mr. Naylor and Mr. Sweetenham,Naylor, the amount represents any unvested portion of the executive’s employer credit account under the ESP (or, for Mr. Sweetenham, under the terms of his supplemental benefit in the U.K.) that would vesthave vested upon a change of control or termination due to death or disability. For Ms. Meyrowitz and Mr. Rossi, the amounts representamount represents the estimated value of any enhancement under our SERP using the actuarial assumptions specified in their employment agreements in the case of a qualifying termination following a change of control. In addition to these benefits payable under ourthe ESP and SERP andbenefits reflected in thethis table, above, our named executive officers arewere eligible for the other benefits described in the sections titledabove under “Pension Benefits” and “Nonqualified Deferred Compensation Plans” and, like other participants in such plans, would be entitled to benefits under those plans in accordance with their terms.Plans.”

(6)In the caseevent of a change of control (both with and without a termination), we estimated the mandatory reductions to benefits that would apply in order to maximize the executive’s benefit afterchange-of-control excise and other taxes. In estimating these tax consequences and corresponding payment reductions, we assumed that all outstandingin-the-money stock options are cashed out at their spread value ($47.71 per share minus the option exercise price); all performance-based restricted stock awards are cashed out at full value ($47.71 per share); and, under special rules for calculating the amount of each parachute payment (including those determined under the above assumptions) that is treated as contingent upon a change of control, only a portion of the value of stock options, performance-based stock awards with performance periods endingdeath on January 29, 2011, accumulated cash dividends with respect to such


38

stock awards, and certain other payments, is taken into account. These figures also assume that none28, 2012, the beneficiaries of the parachute payments is exempt under a special rule for reasonable compensation, and that no payment will be treated as contingent upon a change of control under a special presumption applicable to agreements entered into or amendments made during fiscal 2011. Finally, for purposes of these estimates, we assumed that Mr. Sweetenham, a resident of the U.K., would have been subject to U.S. federal tax in the same manner and at the same rate as we assume for our U.S. named executive officers would also have been entitled to the following amounts under our management- and thatexecutive-level life insurance programs: Ms. Meyrowitz, $975,000; Mr. Herrman, $520,000; Mr. Naylor, $975,000 and Mr. Rossi $975,000. Company-paid amounts for these programs are included and described above under All Other Compensation for fiscal 2012.

(7)The amount reflects reimbursement for legal services (as described above under All Other Compensation for fiscal 2012), plus the estimated additional payment in respect of Mr. Sweetenham’s safe harborforfeited performance-based restricted stock award scheduled to vest in 2012 (as described above under “Termination Other than for purposes of the “golden parachute” rules would have been determined by reference to his average U.K. taxable earnings and benefits converted from pounds sterling to U.S. dollars using the exchange rate in effect on the last day of each calendar year.Cause or Constructive Termination”).
Compensation

Although certain amounts in the tables above are subject to reduction if, as a result of Directorschange-of-control excise and other taxes, a reduction is needed to maximize an executive’s after-tax benefits, we determined that no mandatory reduction to benefits would apply in the case of a change of control (both with and without a qualifying termination) occurring on January 28, 2012. For purposes of this determination, we assumed that all equity awards would have been cashed out at closing; and that only a portion of the value of stock options, performance-based stock awards with performance periods ending on January 28, 2012, accumulated cash dividends with respect to such stock awards, and certain other payments, would have been treated as contingent upon a change of control.

DIRECTORS COMPENSATION

For fiscal 2011,2012, we paid all of our non-employee directors as follows:

Annual retainer of $50,000 for each director.

Additional annual retainer of $10,000 for each Committee chair.

• Annual retainer of $50,000 for each director.
• Additional annual retainer of $10,000 for each Committee chair.
• Additional annual retainer of $70,000 for the Lead Director.
• 

Additional annual retainer of $70,000 for the Lead Director.

Fee of $1,500 for each Board meeting attended (each day of a multiple day Board meeting is treated as a separate Board meeting with respect to this fee).

• Fee of $2,000 for each Committee meeting attended as a Committee member or $2,500 for each regularly scheduled Committee meeting attended as Committee chair (other than, in each case, the Executive Committee).
• Two annual deferred stock awards, each representing shares of our common stock valued at $50,000.
In fiscal 2011, PM&P advised the Corporate Governance Committee with respect to this fee).

Fee of $2,000 for each Committee meeting attended as a Committee member or $2,500 for each regularly scheduled Committee meeting attended as Committee chair (other than, in each case, the compensation of our directors. With the advice of PM&P, and upon the recommendation of the Corporate Governance Committee, the Board of Directors increased the amount of eachExecutive Committee).

Two annual deferred stock award to $62,500, effective January 30, 2011. awards, each representing shares of our common stock valued at $62,500.

Payment of fees for attendance at special meetings of the Board or committees is at the discretion of the Chairman of the Board or the Lead Director, taking into consideration such matters as deemed relevant by the Chairman of the Board or the Lead Director, as applicable, such as the length of the meeting and preparation time required. Employee directors willdo not receive separate compensation for their service as directors. The Executive Committee does not receive the committee-specific compensation. Directors are reimbursed for customary expenses for attending Board and committee meetings. The deferred stock awards (and deferred dividends on those awards) are granted under our SIP. One of the deferred stock awards vests immediately and is payable with accumulated dividends in stock at the earlier of separation from service as a director or change of control. The second award vests based on service as a director untilat the annual meeting next following the award, based on service as a director for that year, and is payable with accumulated dividends in stock upon vesting or, if an irrevocable advance election is made, at the same time as the first award. In the event that a non-employee director separates from service as a director prior to vesting in the second award, suchthat award will be forfeited.

Our non-employee directors are eligible to defer their retainers and fees under the ESP but are not eligible for matching credits. Amounts deferred by directors under the ESP are notionally invested in mutual funds or other investments available on the market.market investments. Participating non-employee directors may select a distribution date earlier than retirement from the Board, but no earlier than January 1st of the second year following the year of the deferral. During fiscal 2012, Mr. Bennett and Ms. Shire participated in the ESP deferral program. Prior to January 1, 2008, our non-employee directors were eligible to defer their retainers and fees in our GDCP, under which amounts deferred earn interest at a periodically adjusted market-based rate. Amounts deferred under the GDCP on or after January 1, 2005 will be distributed under the terms of the ESP, as described above. Amounts deferred under the GDCP prior to January 1, 2005 will be paid on leaving the Board. Mr. Bennett and Ms. Shire currently participate in the GDCP. We do not provide retirement or insurance benefits for our non-employee directors.

The following table provides information concerning compensation for our non-employee directors for fiscal 2011.2012. Compensation for Mr. Cammarata as an employee and executive officer of TJX for fiscal 20112012 is included below, although it is our policy that employee directors are not paid additional compensation for their


39

service as directors. Ms. Meyrowitz’s compensation is shown above in the Summary Compensation Table with that of the other named executive officers.
                             
          Change in
    
          Position Value and
    
          Nonqualified
    
  Fees Earned
     Non-Equity
 Deferred
    
  or Paid
 Stock
 Options
 Incentive Plan
 Compensation
 All Other
  
Name
 in Cash Awards(1),(2) Awards(2) Compensation Earnings Compensation Total
 
José B. Alvarez $94,750  $104,585                  $199,335 
Alan M. Bennett $81,250  $104,585                  $185,835 
David A. Brandon $98,500  $109,857                  $208,357 
Bernard Cammarata $500,000(3)  —          $17,273(4) $40,803(5) $558,076 
David T. Ching $91,250  $104,312                  $195,562 
Michael F. Hines $102,500  $105,120                  $207,620 
Amy B. Lane $100,000  $106,164                  $206,164 
John F. O’Brien $149,250  $110,861                  $260,111 
Robert F. Shapiro(6) $33,646  $16,459                  $50,105 
Willow B. Shire $101,750  $110,904                  $212,654 
Fletcher H. Wiley $91,250  $116,186                  $207,436 
Mr. Abdalla was elected to the Board at the beginning of fiscal 2013 so did not receive compensation during fiscal 2012.

Directors Compensation for Fiscal 2012

Name

 Fees Earned
or Paid
In Cash		  Stock
Awards(1)(2)		  Option
Awards(2)		  Non-Equity
Incentive Plan
Compensation		  Change in
Pension Value  and
Nonqualified
Deferred
Compensation
Earnings		  All Other
Compensation		  Total 

José B. Alvarez

 $88,500   $132,205    —    —    —    —   $220,705  

Alan M. Bennett

 $85,764   $132,205    —    —    —    —   $217,969  

David A. Brandon(6)

 $35,168   $13,894    —    —    —    —   $49,062  

Bernard Cammarata

 $500,000(3)   —    —    —   $68,855(4)  $42,304(5)  $611,159  

David T. Ching

 $84,500   $130,804    —    —    —    —   $215,304  

Michael F. Hines

 $101,000   $132,883    —    —    —    —   $233,883  

Amy B. Lane

 $98,500   $133,681    —    —    —    —   $232,181  

John F. O’Brien

 $140,500   $139,112    —    —    —    —   $279,612  

Willow Shire

 $88,000   $139,167    —    —    —    —   $227,167  

Fletcher Wiley(6)

 $31,431   $21,924    —    —    —    —   $53,355  

(1)RepresentsConsists of annual deferred share awards totaling $100,000$125,000 and annual credits forof additional deferred shares in the amount of dividends accrued on deferred shares.

(2)The following table shows the number of outstanding shares of deferred stock awards and the number of outstanding shares underlying option awards of our directors as of January 29, 201128, 2012 other than Ms. Meyrowitz, whose outstanding equity awards are shown with the named executive officers above:
         
  Outstanding
 Outstanding
Name
 Stock Awards(a) Option Awards(b)
 
José B. Alvarez  11,258   0 
Alan M. Bennett  11,258   0 
David A. Brandon  21,709   0 
Bernard Cammarata  0   0 
David T. Ching  9,068   0 
Michael F. Hines  12,318   0 
Amy B. Lane  13,564   7,956 
John F. O’Brien  22,051   12,000 
Willow B. Shire  22,136   48,000 
Fletcher H. Wiley  34,257   0 

Name

  Outstanding Deferred
Stock Awards(a)		   Outstanding
Option  Awards(b)		 

José B. Alvarez

   27,849     —  

Alan M. Bennett

   27,849     —  

David A. Brandon

   —     —  

Bernard Cammarata

   —     —  

David T. Ching

   21,215     —  

Michael F. Hines

   29,995     —  

Amy B. Lane

   30,323     13,912  

John F. O’Brien

   47,515     24,000  

Willow B. Shire

   47,687     72,000  

Fletcher H. Wiley

   —     —  

(a)1,0842,521 deferred shares for each director are unvested and will vest on the date of the 20112012 Annual Meeting.

 
(b)All options were granted with an exercise price equal to the closing price on the New York Stock Exchange on the date of grant, have a ten-year term, vest after one year or upon a change of control, and remain exercisable for the term of the option or up to five years after cessation of Board service. Such options terminate upon death, except that upon death within the last year of such five-year period, options remain exercisable for one year following death. Stock option grants for non-employee directors were eliminated in June 2006.

(3)Represents Mr. Cammarata’s salary under his employment agreement.

(4)Represents the increase in the actuarial present value of Mr. Cammarata’s accumulated benefit obligations under our retirement plan. Non-employee directors do not receive retirement benefits. We do not pay above-market or preferential earnings on deferred compensation.

(5)ReflectsConsists of an automobile benefit of $35,904, anda matching contribution under our 401(k) plan of $4,899.$4,900 and reimbursement for financial planning of $1,500.

(6)Mr. ShapiroBrandon and Mr. Wiley did not stand for re-electionelection in June 2010.2011.


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PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board of Directors has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2012.February 2, 2013. We are asking stockholders to ratify this appointment. Representatives of PwC will attend the Annual Meeting, where they will have the opportunity to make a statement if they wish to do so and will be available to answer questions from the stockholders.

Your Board of Directors unanimously recommends a vote FOR Proposal 2, Ratification of Appointment of Independent Registered Public Accounting Firm.

PROPOSAL 3

APPROVAL OF MATERIAL TERMS OF EXECUTIVE OFFICER PERFORMANCE GOALS

UNDER CASH INCENTIVE PLANS

We are seeking approval of the material terms of performance goals of our cash incentive plans, MIP and LRPIP, as they apply to our executive officers.

Section 162(m) of the Internal Revenue Code generally provides that compensation provided to a publicly held corporation’s CEO or any of its three most highly paid named executive officers (other than its CEO or CFO) is not deductible by the corporation for U.S. income tax purposes for any taxable year to the extent it exceeds $1 million. This limitation does not apply to compensation that qualifies as exempt performance-based compensation by meeting certain requirements under Section 162(m), including the requirement that the material terms of the related performance goals be disclosed to and approved by shareholders every five years. Under Section 162(m), the material terms include the class of eligible employees, a description of the business criteria on which the performance goals may be based and the maximum amount that can be paid to any participant for a specified period. Although shareholder approval is one of the requirements for exemption under Section 162(m), even with shareholder approval there can be no guarantee that compensation will be treated as exempt performance-based compensation under Section 162(m).

Our stockholders last approved the material terms of MIP and LRPIP performance goals at our Annual Meeting in 2007. Those terms will continue to apply to outstanding MIP and LRPIP awards. The ECC amended MIP and LRPIP in April 2012 to expand the available business criteria on which future performance goals may be based and to increase the award maximum per participant for future awards, as described below.

We now seek approval of the material terms of MIP and LRPIP performance goals to enable us to provide exempt performance-based compensation under these programs. As discussed above in Tax and Accounting Considerations in “Compensation Discussion and Analysis,” notwithstanding stockholder approval of these performance goals, the ECC will continue to have authority to provide compensation that is not exempt from the limits on deductibility under Section 162(m).

Overview.    MIP and LRPIP are both administered by the ECC, which consists solely of outside directors. Awards consist of individual award opportunities and related performance targets for a specified performance period, typically one year for MIP and three years for LRPIP. For awards intended to qualify as exempt performance-based compensation under Section 162(m), objectively determinable performance goals and payout formulas are pre-established by the ECC for each performance period. After completion of the performance period, the ECC reviews and certifies performance results and the payout for the awards. Once award terms have been established, the Section 162(m) exemption rules generally prohibit discretionary adjustments, other than

adjustments to reduce any amount payable under the award. Amounts payable under the amended MIP and LRPIP performance goals described in this proposal will be based on future award opportunities and performance and are not determinable at this time. For a description of prior MIP and LRPIP awards for our named executive officers, see the “Compensation Discussion and Analysis” and related compensation tables, above.

Eligibility and Participation.    Awards under MIP and LRPIP may be granted to executive officers selected from time to time by the ECC and to other key employees of TJX and its subsidiaries selected from time to time by the ECC or its authorized delegate. Currently, approximately 3,400 Associates participate in these plans, including our executive officers.

Business Criteria for MIP and LRPIP Performance Goals.    For each award granted under MIP and LRPIP that is intended to qualify as exempt performance-based compensation, the performance goals set by the ECC will be one or more objectively determinable measures of performance relating to any one or any combination of the following business criteria (measured on an absolute basis or relative to one or more comparators, including one or more companies or indices, and determined on a consolidated, divisional, line of business, project, geographical or area of executive’s responsibilities basis, or any combination thereof):

Sales, revenues, or comparable store sales;

Assets, inventory levels, inventory turns, working capital, cash flow or expenses;

Earnings, profit, income, losses or margins, before or after deduction for all or any portion of interest, taxes, depreciation, amortization, rent, or such other items as the ECC may determine at the time the performance goals are pre-established, whether or not on a continuing operations and aggregate or per share basis, basic or diluted, before or after dividends;

Return on investment, capital, equity, assets, sales or revenues, or economic value added models or equivalent metrics;

Market share, store openings or closings, customer service or satisfaction levels, or employee recruiting, retention or diversity;

Stock price, dividends, or total shareholder return, or credit ratings; or

Strategic plan implementations.

The ECC may provide for automatic adjustments (in measures of achievement, amounts payable, or other award terms) to reflect objectively determinable events (for example, acquisitions, divestitures, extraordinary items, other unusual or non-recurring items and/or changes in accounting principles) that may affect the business criteria, any such adjustment to be established and administered in a manner consistent with the requirements for exempt performance-based compensation under Section 162(m).

Maximum Awards.    Under the amended plans, the maximum amount payable to any participant under MIP for any fiscal year, and the maximum amount payable to any participant under LRPIP for one or more performance cycles beginning in a single fiscal year, is $5 million, increased by 5% per year starting with our fiscal year ending February 1, 2014 (fiscal 2014).

Performance-based awards under our MIP and LRPIP are an important part of our compensation system. We rely on them to attract and retain our management. In order to preserve our ability to make tax deductible awards under MIP and LRPIP, we are seeking your approval of the material terms of the performance goals described above.

Your Board of Directors unanimously recommends that you vote FOR Proposal 3, Approval of Material Terms of Executive Officer Performance Goals under Cash Incentive Plans.

PROPOSAL 4

ADVISORY VOTE ONAPPROVAL OF EXECUTIVE COMPENSATION

The Compensation Discussion and Analysis beginning on page 1415 of this Proxy Statement describes our executive compensation program and the compensation of our named executive officers for fiscal 2011.2012. The Board of Directors is asking shareholdersstockholders to cast a non-binding, advisory vote indicating their approval of that compensation by votingFORthe following resolution:

“RESOLVED, that the shareholdersstockholders of The TJX Companies, Inc. APPROVE, on an advisory basis, the compensation paid to its 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.”

As described in more detail in the Compensation Discussion and Analysis, we have a total compensation approach focused on performance-based incentive compensation that seeks to:

attract and retain very talented individuals in the highly competitive retail environment, maintaining an extremely high talent level in our company and providing for succession broadly across our management,

reward objectively determinable achievement of the short- and long-term financial objectives reflected in our business plans, and

• attract and retain very talented individuals in the highly competitive retail environment, maintaining an extremely high talent level in our company and providing for succession broadly across our management,
• reward objectively determinable achievement of the short- and long-term financial objectives reflected in our business plans, and
• enhance shareholder value by directly aligning the interests of our executives and shareholders.

enhance shareholder value by directly aligning the interests of our executives and stockholders.

The Board is asking stockholders to support this proposal. We believe TJX’s performance demonstrates the effectiveness of our compensation program.

The Board is asking shareholders We received a strong supporting vote last year (more than 97% of votes cast) expressing support for our compensation policies and practices and believe our program continues to support this proposal.be effective. We continue to focus on pay for performance in our compensation program, as described in the Compensation Discussion and Analysis, which we encourage you to review. Although the vote we are asking you to cast is non-binding, the Executive Compensation CommitteeECC and the Board value the views of our shareholders as expressed in their votes. Thestockholders. As with the results last year, the Board and Executive Compensation Committee will consider the outcome of thethis vote when determining future compensation arrangements for our named executive officers.
 Our Board of Directors currently intends to conduct an annual advisory stockholder vote on executive compensation each year until the next advisory vote on the frequency of our say on pay advisory votes is held, which will be no later than the annual meeting of the stockholders in 2017.

Your Board of Directors unanimously recommends a vote FOR Proposal 3,4, Advisory Vote onApproval of Executive Compensation.

PROPOSAL 4
ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION ADVISORY VOTES
In Proposal 3, we are asking shareholders to cast an advisory vote on TJX’s executive compensation program. That advisory vote is referred to as a“say-on-pay” vote. In this Proposal 4, we are asking shareholders to cast an advisory vote on how frequently we should havesay-on-pay votes in the future. Shareholders may vote whether to holdsay-on-pay votes every one, two or three years; shareholders also have the option to abstain from voting on this matter. The interval selected by the highest number of votes cast will be the recommendation of the shareholders.
The Board believes at this time thatsay-on-pay votes should be held annually. Although this advisory vote on frequency is not binding on TJX’s Board of Directors, the Board values shareholder views as to what


41

is an appropriate frequency for advisory votes on executive compensation, and welcomes the shareholders’ recommendation on this question.
Your Board of Directors recommends that shareholders vote for the one-year option in Proposal 4 as the frequency for the Advisory Vote on Executive Compensation.
VOTING REQUIREMENTS AND PROXIES

The nominees receiving a majority of votes properly cast at the meeting will be elected directors. All other proposals require the approval of the majority of votes properly cast.

If you vote your shares by mail, telephone or Internet, your shares will be voted in accordance with your directions. If you do not indicate specific choices when you vote by mail, telephone or Internet, your shares will be voted for the election of the director nominees (Proposal 1), for the ratification of the appointment of the independent registered public accounting firm to approve Proposal 3 (Advisory Vote on Executive Compensation)(Proposal 2), for the approval of material terms of executive officer performance goals under cash incentive plans (Proposal 3) and in favorfor the advisory approval of the one-year option on Proposal 4 (Advisory Vote on Frequency of Executive Compensation Advisory Votes)company’s executive compensation (Proposal 4). The persons named as proxies will also be able to vote your shares at postponed or adjourned meetings. If any nominee should become unavailable, your shares will be voted for another nominee selected by the Board or for only the remaining nominees. Brokers are not permitted to vote your shares on any matter other than Proposal 2 (Ratificationthe ratification of the Independent Registered Public Accounting Firm).independent registered public accounting firm

(Proposal 2) without instruction from you. If your shares are held in the name of a broker or nominee and you do not instruct the broker or nominee how to vote your shares with respect to the election of directors the Advisory Vote on Executive Compensation or the Advisory Vote on the Frequency of Executive Compensation Advisory VotesProposals 3 or 4, or if you abstain or withhold authority to vote on any matter, your shares will not be counted as having been voted on that matter, but will be counted as in attendance at the meeting for purposes of a quorum.

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

A stockholder who intends to present a proposal at the 20122013 Annual Meeting of Stockholders and who wishes the proposal to be included in theour proxy materials for that meeting must submit the proposal in writing to us so that we receive it no later than December 29, 2011.28, 2012. A stockholder who intends to present a proposal at the 20122013 Annual Meeting of Stockholders but does not wish the proposal to be included in theour proxy materials for that meeting must provide written notice of the proposal to us no earlier than February 14, 201213, 2013 and no later than March 16, 2012.15, 2013. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. Our by-laws, which are available atwww.tjx.com, describe the requirements for submitting proposals at the Annual Meeting. A stockholder who wishes to nominate a director at the 20122013 Annual Meeting must notify us in writing no earlier than February 14, 201213, 2013 and no later than March 16, 2012.15, 2013. The notice must be given in the manner and must include the information and representations required by our by-laws.

OTHER MATTERS

At the time of mailing of this proxy, we do not know of any other matter that may come before the Annual Meeting and do not intend to present any other matter. However, if any other matters properly come before the meeting or any adjournment, the persons named as proxies will have discretionary authority to vote the shares represented by the proxies in accordance with their own judgment, including the authority to vote to adjourn the meeting.

We will bear the cost of solicitation of proxies. We have retained Morrow & Co., Inc. to assist in soliciting proxies by mail, telephone and personal interview for a fee of $11,000, plus expenses. Our officers and other associatesAssociates may also assist in soliciting proxies in those manners.


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DIRECTIONS TO TJX CORPORATE HEADQUARTERS

770 Cochituate Road

Framingham, MA 01701

From Exit 13 on the Massachusetts Turnpike

After the tollbooth, bear left on the exit ramp across an overpass and onto Route 30 / Cochituate Road. At the second set of lights, turn left into The TJX Companies, Inc. facility.

From Logan International Airport (From the East)

Leaving the Airport, follow the signs for the Massachusetts Turnpike West (I-90W). Follow the Massachusetts Turnpike West for approximately 20 miles to exit 13 (Framingham/Natick). Follow the directions above for“From Exit 13 on the Massachusetts Turnpike.”

From the West

Take Massachusetts Turnpike East (I-90E) to exit 13 (Framingham/Natick). Follow the directions above for“From Exit 13 on the Massachusetts Turnpike.”

From the North

Take I-95 South to exit 25 (Massachusetts Turnpike I-90). Take the Massachusetts Turnpike West (I-90W) approximately 6.5 miles to exit 13 (Framingham/Natick). Follow the directions above for“From Exit 13 on the Massachusetts Turnpike.”

From the South

Take I-95 North to exit 25 (Massachusetts Turnpike). Take the Massachusetts Turnpike West (I-90W) approximately 6.5 miles to exit 13 (Framingham/Natick). Follow the directions above for“From Exit 13 on the Massachusetts Turnpike.”

Parking

TJX offers free parking. Follow the parking lot directory signage to the visitor parking areas.

Building Entrance

Enter the building through the Northeast Entrance (facing the Massachusetts Turnpike (I-90)).


43

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

We encourage you to take advantage of Internet or telephone voting.

Both are available 24 hours a day, 7 days a week.

Internet and telephone voting are available through 11:59 PM Eastern Time on the day prior to the annual meeting day.

meeting.

INTERNET
http://www.proxyvoting.com/tjx

The TJX Companies, Inc.

    

INTERNET

http://www.proxyvoting.com/tjx

Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.

    

OR

    
OR

TELEPHONE

1-866-540-5760

Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.

    

If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.

    

To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.

    

Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

  
 WO#
98879

WO#

22569

6qFOLD AND DETACH HERE6q

Please vote, date and sign below and return promptly in the enclosed envelope.

 

Please mark your votes as

indicated in this example

 

x

Please Vote, Date and Sign Below and Return Promptly in the Enclosed Envelope.

The Board of Directors recommends a vote FOR the Election of allfollowing Director nominees.
Please mark your votes asx
indicatednominees in this example

Proposal 1. Election of Directors 		  

1. Election of Directors

 FOR AGAINST ABSTAIN  FOR AGAINST 
ABSTAIN		     
Nominees: 

  FOR  

 

AGAINST

 

ABSTAIN

  

  FOR  

 

AGAINST

 

ABSTAIN

     

1.1 José B. Alvarez


1.2 Alan M. Bennett


1.3 Bernard Cammarata


1.4 David T. Ching


1.5Zein Abdalla

¨¨¨1.6 Michael F. Hines ooooo¨ ooooo¨ ooooo¨ 
1.6 Amy B. Lane


1.7 Carol Meyrowitz


1.8 John F. O’Brien


1.9 Willow B. Shire		oooooooooooo

The Board of Directors recommends a vote FOR Proposal 2.

 FOR AGAINST 
ABSTAIN
1.2 José B. Alvarez 
¨ ¨ ¨ 1.7 Amy B. Lane ¨¨¨

2.

Ratification of appointment of PricewaterhouseCoopers LLPindependent registered public accounting firm. o¨ o¨ o¨
1.3 Alan M. Bennett¨¨¨1.8 Carol Meyrowitz¨¨¨The Board of Directors recommends avote FOR Proposal 3.   
FOR   AGAINST ABSTAIN
1.4 Bernard Cammarata ¨ ¨¨1.9 John F. O’Brien¨¨¨3.Approval of material terms of executive officer performance goals under cash incentive plans.¨¨¨
1.5 David T. Ching¨¨¨

1.10 Willow B. Shire

¨¨¨The Board of Directors recommends a vote FOR Proposal 3.4. FOR AGAINST 
ABSTAIN
 4.Advisory approval of TJX’s executive compensation.¨¨¨

   
   3. To approve, on an advisory basis, the overall compensation of TJX’s named executive officers.    o oMark Here for o¨
 Address Change
           or Comments 
           The Board of Directors recommends a vote of 1 YR on Proposal 4.
1 YR2 YRS3 YRS
ABSTAIN
4. To recommend, on an advisory basis, the frequency of advisory votes on executive compensation.oooo
Mark Here for
Address Change
or Comments
SEE REVERSE		 
o

Please sign exactly as your name(s) appear(s) on the books of the Company. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and when more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

Signature

   Signature   

   
Signature
Date		   
Signature
Date

 

You can now access yourThe TJX Companies, Inc.account online.

Access your The TJX Companies, Inc. account online via Investor ServiceDirect®ServiceDirect® (ISD).

BNY Mellon Shareowner Services, the

The transfer agent for The TJX Companies, Inc., now makes it easy and convenient to get current information on your shareholder account.

 
• View account status  • View payment history for dividends
 • View certificate history  • Make address changes
 • View book-entry information  • Obtain a duplicate 1099 tax form

Visit us on the web at www.bnymellon.com/shareowner/equityaccess

For Technical Assistance Call 1-877-978-7778 between 9am-7pm

Monday-Friday Eastern Time

For all other inquiries call

Investor ServiceDirect®

Available 24 hours per day, 7 days per week

TOLL FREE NUMBER: 1-866-606-8365

THE TJX COMPANIES, INC.
Please take note of the important information enclosed with this proxy card. Your vote counts and you are strongly encouraged to exercise your right to vote your shares.
Please vote on the Internet or by telephone or by mail prior to the Annual Meeting of Stockholders to be held on June 14, 2011.
Thank you in advance for your prompt consideration of these matters.

THE TJX COMPANIES, INC.

Please take note of the important information enclosed with this proxy card. Your vote counts and you are strongly encouraged to exercise your right to vote your shares.

Please vote on the Internet or by telephone or by mail prior to the Annual Meeting of Stockholders to be held on June 13, 2012.

Thank you in advance for your prompt consideration of these matters.

ChooseMLinkSMfor fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on toInvestor ServiceDirect®atwww.bnymellon.com/shareowner/equityaccess where step-by-step instructions will prompt you through enrollment.
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders.You can view the Annual Report and Proxy Statement on the Internet at:http://bnymellon.mobular.net/bnymellon/tjx

Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders.You can view the Annual Report and Proxy Statement on the Internet at:http://bnymellon.mobular.net/bnymellon/tjx

q FOLD AND DETACH HEREq

THE TJX COMPANIES, INC.

ANNUAL MEETING OF STOCKHOLDERS — JUNE 13, 2012

The stockholder(s) whose signature(s) appear(s) on the reverse side of this Proxy Card hereby appoint(s) CAROL MEYROWITZ, SCOTT GOLDENBERG and MARY B. REYNOLDS, or any of them, each with full power of substitution, as proxies, to vote at the Annual Meeting of Stockholders of The TJX Companies, Inc. (the “Company”) to be held at the Company’s corporate office, 770 Cochituate Road, Framingham, Massachusetts on Wednesday, June 13, 2012 at 11:00 a.m. Eastern Time, and any adjournment or postponement thereof, all the shares of Common Stock of the Company which the stockholder(s) could vote, if present, as directed on the reverse of this card and in such manner as the proxies may determine on any other matters which may properly come before the meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN.IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTOR NOMINEES, FOR PROPOSAL 2, FOR PROPOSAL 3 AND FOR PROPOSAL 4.THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT.THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

The Board of Directors recommends a vote FOR the election of the Director nominees, FOR Proposal 2, FOR Proposal 3 and FOR Proposal 4.

6FOLD AND DETACH HERE6

THE TJX COMPANIES, INC.
ANNUAL MEETING OF STOCKHOLDERS — JUNE 14, 2011
     The stockholder(s) whose signature(s) appear(s) on the reverse side of this Proxy Card hereby appoint(s) CAROL MEYROWITZ, JEFFREY G. NAYLOR and MARY B. REYNOLDS, or any of them, each with full power of substitution, as proxies, to vote at the Annual Meeting of Stockholders of The TJX Companies, Inc. (the “Company”) to be held at the Company’s corporate office, 770 Cochituate Road, Framingham, Massachusetts on Tuesday, June 14, 2011 at 11:00 a.m., and any adjournment or postponement thereof, all the shares of Common Stock of the Company which the stockholder(s) could vote, if present, in such manner as the proxies may determine on any matters which may properly come before the meeting and to vote as specified on the reverse.
     THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN.IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL DIRECTOR NOMINEES, FOR PROPOSAL 2, FOR PROPOSAL 3 AND IN FAVOR OF THE ONE-YEAR OPTION FOR PROPOSAL 4. THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT.THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
The Board of Directors recommends a vote FOR the Election of Director nominees, FOR Proposal 2, FOR Proposal 3 and in favor of the one-year option on Proposal 4.

Address Change/Comments

(Mark the corresponding box on the reverse side)

       BNY MELLON

SHAREOWNER SERVICES

P.O. BOX 3550

SOUTH HACKENSACK, NJ 07606-9250

(Continued and to be marked, dated and signed, on the other side)
  WO # 
98879


PRINT AUTHORIZATION
To commence printing on this proxy card please sign, date and fax this card to:201-369-9711
SIGNATURE:________________________________________ DATE:______________
(THIS BOXED AREA DOES NOT PRINT)

(Continued and to be marked, dated and signed, on the other side)