UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  þ

Filed by a party other than the Registrant  ¨

Check the appropriate box:

The TJX Companies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

770 Cochituate Road

Framingham, Massachusetts 01701

April 27, 201224, 2014

Dear Fellow Stockholder:

We cordially invite you to attend our 20122014 Annual Meeting on Wednesday,Tuesday, June 13, 2012,10, 2014, at 11:9:00 a.m. (local time)(Mountain Standard Time), to be held at our offices, 770 Cochituate Road, Framingham, Massachusetts. Please enter through the Northeast Entrance.Phoenix Chase Tower Conference Center, 201 N. Central Avenue, Phoenix, Arizona 85004.

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 pre-paid return envelope.

We hope that you will be able to join us on June 13th.10th.

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

Printed on Recycled Paper

Table of Contents

The TJX Companies, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 13, 201210, 2014

The Annual Meeting of Stockholders of The TJX Companies, Inc. will be held at our offices, 770 Cochituate Road, Framingham, Massachusetts,the Phoenix Chase Tower Conference Center, 201 N. Central Avenue, Phoenix, Arizona, on Wednesday,Tuesday, June 13, 2012,10, 2014, at 11:9:00 a.m. (local time)(Mountain Standard Time) to vote on:

Stockholders of record at the close of business on April 16, 201214, 2014 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 at the close of business on April 16, 201214, 2014 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 16, 2012,14, 2014, such as a brokerage account statement showing your ownership on that date or similar evidence of ownership. All stockholders will need to check in upon arrival and receive visitorattendee badges for building security.security purposes. Please allow additional time for these procedures.

By Order of the Board of Directors

Ann McCauley

Secretary

Framingham, Massachusetts

April 27, 201224, 2014

YOUR VOTE IS IMPORTANT.

PLEASE VOTE ONOVER THE INTERNET, BY TELEPHONE OR BY MAIL

The TJX Companies, Inc.

ANNUAL MEETING OF STOCKHOLDERS

June 13, 201210, 2014

PROXY STATEMENT

The Board of Directors of The TJX Companies, Inc., or TJX, is soliciting your proxy for the 20122014 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 onover 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 provided on the proxy card. The process for Internet and telephone voting includes easy-to-follow instructions and is designedintended to authenticate your identity and permit you to confirm that your voting instructions are accurately reflected. StreetIf you are a stockholder of record, you may also vote by signing and returning the enclosed proxy card. If you are a street name holders (whoholder and hold theiryour shares through a third party, like a bank or broker)broker, you may vote byaccording to the instructions (which may include Internet or telephone if their banksvoting) provided by the bank or brokers make those methods available, in which case the banks or brokers will enclose the relevant instructionsbroker 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 meetingAnnual Meeting by voting later by telephoneInternet or Internet,telephone, returning a later-dated proxy card, or delivering a written revocation to the Secretary of TJX. Our address isTJX at our corporate offices at 770 Cochituate Road, Framingham, Massachusetts 01701.

Stockholders of record at the close of business on April 16, 201214, 2014 are entitled to vote at the meeting. Each of the 741,678,724701,786,543 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 28, 2012February 1, 2014 (fiscal 2012)2014) are being first mailed to stockholders on or about the date of the notice of meeting, April 27, 2012.24, 2014.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held on June 13, 2012: This proxy statement and Annual Report and FormIMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 10, 2014: THIS PROXY STATEMENT AND ANNUAL REPORT AND FORM 10-K for fiscal 2012 are available at http:FOR FISCAL 2014 ARE AVAILABLE AT

HTTP://bnymellon.mobular.net/bnymellon/tjxWWW.ENVISIONREPORTS.COM/TJX

PROPOSAL 1

ELECTION OF DIRECTORS

We seek nominees who 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 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 important to our business, 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, most 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 10 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 20132015 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Other than Mr. Abdalla, who was elected by the Board in January 2012, allAll of our nominees are current directors and 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.director.

Zein Abdalla, 5355

Director since 2012

Mr. Abdalla has been CEO of PepsiCo Europe, a divisionPresident of PepsiCo, Inc., a leading global food, snack and beverage company, since November 2009,September 2012, prior to which he served as CEO of PepsiCo Europe, a division of PepsiCo, starting in November 2009 and 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, 4951

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 served on the board of Church & Dwight Co., Inc. from 2011 until 2013. 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.

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Alan M. Bennett, 6163

Director since 2007

Mr. Bennett served as the Chief Executive Officer of H&R Block Inc., a tax services provider, from 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 Fluor Corporation and was a director of H&R Block from 2008 to 2011 and Bausch & Lomb, Inc. from 2004 to 2007.2011. 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.

Bernard Cammarata, 7274

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 (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, 5961

Director since 2007

Mr. Ching has beenwas Senior Vice President and Chief Information Officer for Safeway Inc., a food and drug retailer, from 1994 to January 2013 and has consulted through DTC Associates LLC, focusing on management consulting and technology services, since 1994.2013. 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, 5658

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.

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Amy B. Lane, 5961

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, 5860

Director since 2006

Ms. Meyrowitz has been Chief Executive Officer of TJX since January 2007, a director since September 2006 and also 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 Marmaxx 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 19871983 to 2001, she held various senior management and merchandising positions with Marmaxx 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,Amscan Holdings, Inc. from 20042005 to 2007.2012. 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, 6971

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 companiesmutual funds 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, 6466

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.

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CORPORATE GOVERNANCE

Integrity has been a core tenet of TJX since itsour 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 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.on our corporate website, www.tjx.com, as described below in “Online Availability of Information.”

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 eightnine directors of our 10-membercurrent 11-member Board (80%(82%) are independent: Zein Abdalla, José B. Alvarez, Alan M. Bennett, David T. Ching, Michael F. Hines, Amy B. Lane, Dawn Lepore, John F. O’Brien and Willow B. Shire. The same determination was made previously with respect to David A. Brandon and Fletcher H. 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 employed by TJX.TJX and are therefore not independent. Ms. Lepore is not standing for re-election at the annual meeting.

Board Nominees and Service

Board Nominations.    The Corporate Governance Committee recommends to the Board individuals asto be 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. As described further in “Board Expertise and Diversity,” the Committee considers a range of factors when considering individual candidates, including professional experience, personal integrity and potential contributions to the Board as a whole. In addition, the Corporate Governance Committee considers each director nominee’s experience, qualifications, attributes and skills in light of our business, including those 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 that may include reviewing lists of possible candidates, such as chief executive officers of public companies or leaders of finance or other industries; considering proposals from a range of sources, such as the Board of Directors, management, Associates, stockholders and industry contacts; and engaging a third-party search firm to expand our search and assist in compiling information about possible candidates.

The Corporate Governance Committee has a policy with respect to submission by stockholders of candidates for director nominees which is available on our website. 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

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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, The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701. A recommendation must include specified information about, and consents and agreements of, the 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 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.    As a global company with approximately 191,000 Associates at our fiscal year end, we consider diversity among our Associates, customers and vendors to be part of who we are and core to our culture. At the Board level and throughout the organization we strive to promote the benefits of leveraging differences and promoting a talented and diverse workforce. We seek to have a Board that represents diversity as to experience, gender and ethnicity/race and that reflects a range of talents, ages, skills, viewpoints, professional experience, educational background and expertise to provide sound and prudent guidance on our operations and interests. In evaluating the suitability of individual Board nominees, the Corporate Governance Committee does not have a formal policy with respect to diversity, but 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 the Committee believes can best perpetuate the success of our business and representrepresents stockholder interests through the exercise of sound judgment using its collective 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; considering proposals from sources, such as the Board of Directors, management, Associates, stockholders and industry contacts; and engaging a 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.

The Corporate Governance Committee has 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, 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 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. We value the many kinds of diversity reflected in our Board and nominees.

Majority VotingVoting..    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 incumbent nominee for director to provide an irrevocable contingent resignation at or prior to election, effective only (a) if such director fails to receive the requisite majority vote in an uncontested election and (b) 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 will 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 AttendanceAttendance..    During fiscal 2012,2014, our Board met 10eight 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

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scheduled Board meeting, the independent directors also 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 stood for election at the 2013 Annual Meeting were then serving on our Board attended the 2011 Annual Meeting.in attendance.

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.www.tjx.com.

All members of the Audit, Corporate Governance, Executive Compensation and Finance Committees are independent directors. While each committee has designated responsibilities, the committeeseach committee may 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 2012:2014:

Audit Committee.    The Audit Committee is directly responsible for the annual appointment, compensation, retention and oversight 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 (NYSE) 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:include, among other things:

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In addition to assuring the regular rotation of the lead partner of the independent auditor, as required by law, the Audit Committee, including its Chair, has been involved in the selection of, and reviews and evaluates the performance of, the independent auditor, including the lead audit partner, and further considers whether there should be regular rotation of the audit function among firms.

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 Exchangeand those required by NYSE 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.applicable law, regulations and listing standards. Specifically, the ECC’s responsibilities include:include, among other things:

The ECC also reviewedreviews our compensation policies and practices for our Associates to confirm thatdetermine whether 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 ExchangeNYSE 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:include, among other things:

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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:include, among other things:

Board Leadership Structure and Role in Risk Oversight

Board Leadership StructureStructure..    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. Consistent with our Corporate Governance Principles, because our current Chairman, Bernard Cammarata, is not independent, our independent directors have elected a Lead Director, John F. O’Brien. In thishis role as Lead Director, among other duties, Mr. O’Brien O’Brien:

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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 more of 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 Board meeting agendas, his participation in management business review meetings and his leadership of the independent directors.

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. In general terms:

Compensation Program Risk Assessment.As part of our regular enterprise risk assessment process overseen by the Board and described above, we review the risks associated with our compensation plans and arrangements. In fiscal 2012,2014, 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 responsibilitiesincluderesponsibilities 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:

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Codes of Conduct and Ethics and Other Policies

Global Code of Conduct for AssociatesAssociates..    We have a Global Code of Conduct for our Associates designedthat requires our Associates to ensure thatconduct 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. We have a Code of Conduct helpline 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 reporting 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 EthicsEthics..    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 whichthat promotes honest and ethical conduct, compliance with applicable laws, rules and regulations and the avoidance of conflicts of interest. 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 within four business days of the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the Securities and Exchange Commission, or SEC.

Stock Ownership 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. OurAs described further in the Compensation Discussion and Analysis section, 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. SuchAt age 62, 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 as 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.fifty percent.

Board Annual Performance ReviewsReviews..    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.

Environmental Sustainability.    As part of our continued commitment to corporate responsibility, TJX has long pursued solutions to sustainability challengesinitiatives that are good for the environment as well as our profitability. We believe in the Company’s profitability.

We continue to be committed tovalue of environmentally sound business practices throughout our operations, including energy and water conservation as well as recycling and waste reduction.reduction efforts. We have discussed our effortsprograms with stockholder groups over the years and understand the importance of strong, sustainable business practices to our business, stockholders, Associates, customers and communities of strong, sustainable business practices.communities. Our corporate social responsibility report, which highlights efforts we have made in these initiatives, is available on our website,at www.tjx.com,. in the Corporate Responsibility section.

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

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charters for our Audit, Corporate Governance, Executive, Executive Compensation and Finance Committees are available on our website, atwww.tjx.com. in the Corporate Responsibility: Attention to Governance section. Information appearing on www.tjx.com is not a part of, and is not incorporated by reference in, this Proxy Statement.

Communications with 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 group c/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. 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 TJX 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 is a participant and any of our directors, director nominees, executive officers, 5% stockholders and their immediate family members is a participant and in which such person 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 During fiscal 2014, Charles Barios, theBairos, brother-in-law of Ms. Meyrowitz, our CEO, as a Managerand Barbara House, sister-in-law of Technical Services. HeMr. Sherr, an executive officer, were employed by TJX. They received compensation from us, consistent with other Associates at his leveltheir respective levels and with his responsibilities, that totaledtotaling approximately $145,436$172,145 and $131,384, respectively, for fiscal 2012,2014, including salary and incentive compensation, and he participatescompensation. They each also participated in company benefit plans generally available to similarly situated Associates. Lisa Cammarata, daughter of Mr. Cammarata, our Chairman, is an executive and an owner of one of the vendors from which TJX acquires merchandise from time to time. Since the beginning of fiscal 2014, TJX purchased approximately $5.6 million in merchandise from that vendor. Our Corporate Governance Committee discussed and approved these transactions, consistent with our review process described above.

Audit Committee Report

We operateThe Audit Committee operates 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 ExchangeNYSE 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 CommitteeWe met 1110 times during fiscal 2012,2014, including four meetings held with TJX’s Chief Financial Officer, Corporate Controller, Corporate Internal Audit and PricewaterhouseCoopers LLP, 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. Management has

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the responsibility for the preparation of TJX’s financial statements, and PwC has the responsibility for the audit of those statements.

We took numerous actions to discharge our oversight responsibility with respect to the audit process. We reviewed and discussed the audited financial statements of TJX as of and for fiscal 2014 with management and PwC. We received the written disclosures and the letter from PwC pursuant to Rule 3526, Communication with Audit Committees Concerning Independence,required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the independent accountant’s communications with the audit committee concerning any relationships between PwC and TJXindependence 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 discussedreviewed and revieweddiscussed with PwC communications required by the Standards of the PCAOB (United States), as described in PCAOB AU Section 380,Auditing Standard 16, “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:

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 or contribution-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 2012 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 on Form 10-K for fiscal 20122014 for filing with the SEC. We also have selected PwC as the independent registered public accounting firm for fiscal 2013,2015, subject to ratification by TJX’s stockholders.

Audit Committee

Michael F. Hines,Chair

José B. Alvarez

David T. Ching

Amy B. Lane

Auditor Fees

The aggregate fees that TJX paid for professional services rendered by PwC for fiscal 2014 and fiscal 2013 were:

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The Audit Committee of the Board pre-approves all audit services and all permitted non-audit services by PwC, including engagement fees and terms. The Audit Committee has 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 or contribution-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, the Audit Committee evaluates whether TJX’s use of PwC for permitted non-audit services is compatible with maintaining PwC’s independence. The Audit Committee concluded that PwC’s provision of non-audit services, which were approved in advance, was compatible with their independence.

Beneficial Ownership

The following table shows, as of April 16, 2012,14, 2014, the number of shares of our common stock beneficially owned by each director, director nominee and executive officer named in the Summary Compensation Table and all directors and executive officers as a group. All share and share-based numbers in this proxy statement reflect the two-for-one stock split effected February 2, 2012.

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

The following table shows, as of April 16, 2012,14, 2014, each person known by us to be the beneficial owner of 5% or more of our outstanding common stock:

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

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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.NYSE. 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.filed, other than a delay in filing a Form 4 to report transfers of shares for equivalent value to Mr. Cammarata from three family trusts.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

OverTJX is the last 10 years, ourleading off-price apparel and home fashions retailer in the United States and worldwide. Our management has led TJX’s excellentvery strong performance at TJX through weak and strong economies, more than doubling sales and earnings.economies. 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 encouragingand that a key component to our success is maintaining the ability to engage and develop new and existing talent to execute our business model and long-term, strategy, rewarding themglobal strategy.

To explain our program and to provide context for our named executive officers’ compensation, we begin with a brief executive summary with highlights of our strong fiscal 2014 performance and retaining them. Thean overview of key principles and elements of our compensation program. We then describe our process for making compensation decisions and detail specific elements of our compensation program and the fiscal 20122014 compensation of our named executive officers. Our named executive officers reflects our strong performance for the fiscal year.2014 were Carol Meyrowitz, Chief Executive Officer; Ernie Herrman, President; Michael MacMillan, Senior Executive Vice President, Group President, TJX Europe; Richard Sherr, Senior Executive Vice President, Group President, Marmaxx; and Scott Goldenberg, Executive Vice President, Chief Financial Officer.

Executive Summary

OurTJX Performance Highlights

Fiscal 20122014 was another successful year for TJX.TJX, reflecting our management’s strong execution of our business model.

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

TJX Market Capitalization FY10 - FY14

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Compound Annual Adjusted EPS*Total Stockholder Return Growth Rates		TJX Market Capitalization FY08 - FY12Adjusted EPS Growth Rates*

Computer Intrusion related costs from GAAP EPS of $1.04. TJXOur fiscal 2011 adjusted EPS of $1.75 excludesdoes not include the negative impact of $0.11 per share forfrom operating losses and closing costs of A.J. Wright closing costsstores and a $0.01 per share benefit for a reduction infor Computer Intrusion related costs from GAAP EPS of $1.65. TJXOur fiscal 2012 adjusted EPS of $1.99 excludes $0.04 per share for A.J. Wright closing costs and $0.02the negative impact of $0.06 per share from costs related to the conversion and grand re-opening of certain former A.J. Wright stores to other bannersconsolidation from GAAP EPS of $1.93. These measures may not foot due to rounding. TJXOur fiscal 2013 adjusted EPS of $2.47 excludes an estimated $0.08 per share benefit from the 53rd week from GAAP EPS forof $2.55. Our fiscal 2014 adjusted EPS of $2.83 excludes an $0.11 per share tax benefit from GAAP EPS of $2.94. Fiscal 2010 was not adjusted. All share and share-based numbers in this proxy statement reflect the two-for-one stock split effected in February 2012.

As a result of our performance-based compensation program, our executives’Compensation for fiscal 2012 compensation2014 reflects our outstandingstrong performance.

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Our CompensationTJX Program Highlights

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

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 thecompensation is tied directly to achievement of objective, Board-approved 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 ofmetrics based on core business goals.

Fiscal 2012 Compensation Elements*

Elements of CompensationTJX Program Overview

Incentive compensation comprises a substantial portion of each named executive officer’s compensation opportunity. These incentives directly tieThe table below describes 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 for our named executive officers. All of these elements are shown below:intended to help us attract and retain talented individuals, in addition to the more specific objectives summarized below.

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 incentive 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 an 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 income measures, adds focus on performance division by division and encourages growth and performance of 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, our incentive targets across the company drive the performance that we need to achieve our projections and align the interests of our Associates and those of our stockholders.

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 all 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

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We maintain shareholder friendly pay practices.

Fiscal 2014 Executive Target Compensation Elements*

Our stockholders showedhave shown strong approval forof our executive compensation program.    At our last annual meeting,Holders of more than 97% of our stockholdersthe shares voting on the proposal approved our advisory “say on pay” proposal on the compensationat each of our executive officers.last three annual meetings of stockholders, with more than 98% approving the program last year. The ECC viewsbelieves that these results as demonstratingreflect our stockholders’ support for our approach to executive compensation, including the focus on incentive components linked to our performance, and washas been mindful of this continued stockholder support when acting on compensation matters during the remainder of fiscal 2012 and in considering compensation for fiscal 2013.matters.

How Compensation Decisions Are Made

The Executive Compensation Committee (ECC),ECC, an independent committee of our Board of Directors, is responsible for compensation design and for approving 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 establishing the allocationdesign and mix of its components,specific elements, the ECC considers various quantitative and qualitative factors, such as company and divisional performance, individual executive’s performance and responsibility,responsibilities, market data and peer practices, retention and succession planning.planning, contractual obligations, its experience with existing compensation programs, results of our advisory votes on executive compensation, the limitation on income tax deductions imposed by Section 162(m) of the Internal Revenue Code (Section 162(m)), and other matters such as recruitment, promotions, organizational changes, relocations and transitional roles.

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The ECC acts throughout the year on executive compensation matters and to address any special actions in connection with management changes; employment agreements; retirement plans, deferred compensation and other benefits; and other ECC charter responsibilities. The ECC typically reviews and approves elements of compensation for our named executive officers on the annual schedule below:

The ECC consults with and reviews data from a compensation consultant to assess the overall corporatecompetitiveness of our executives’ individual compensation and divisional performanceour compensation program overall and to determine appropriate levels and mix of individual compensation components, 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 various metrics of corporate performance, including adjusted EPS. discussed further below under “Compensation Consultant.”

Our named executive officers play a limited role in determining executive compensation. Our CEO provides an annual self-assessment to the Corporate Governance Committee and makes recommendations to the ECC regarding compensation of our other named executive officers. These recommendations are based on annual performance reviews completed by the executive to whom each executive directly reports. In addition, the ECC receives a review of the performance of our CEO for the year, including her achievement of performance objectives set by the Corporate Governance Committee (which does not make compensation process. Our namedrecommendations). The ECC considers these performance reviews and recommendations, among other factors, in establishing base salaries, cash incentive opportunities and equity grants for our executive officers. More generally, 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 approvedBoard-approved plans are the basis for the short- and long-term incentive performance targets and the restricted stock award performance criteria, all of which are approved by the ECC. Additionally, our CEO provides an annual self-assessmentThe ECC regularly meets in executive session and annual performance reviews of the other namedinvites executive officers and makes recommendations to the ECC regarding the base salaries andattend other elementsportions 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 these performance reviews and recommendations in establishing base salaries, cash incentive opportunities and equity grants.its meetings.

Compensation Consultant

The ECC also consults withhas the authority, without Board or management approval, to retain and reviews data from aterminate compensation consultantconsultants and advisors and to assess the overall competitivenessdetermine their fees and terms of our executives’ individual compensation and our compensation programs overall. For fiscal 2012 compensation, as discussed below under “ECC Compensation Consultant and Peer Group Information,” theengagement. The ECC reviewed peer group data provided byengaged Pearl Meyer & Partners, LLC, (PM&P), its independent compensation consultant, with respect to the named executive officers. The ECC also receives advice from PM&P on other matters, 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.

The ECC uses all of this information to determine the overall level and appropriate mix of short-term versus long-term incentive opportunities and cash versus equity-based compensation and opportunities to provide a competitive mix and encourage achievement of our short- and long-range goals and also encourage employee retention and succession. The ECC 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 engagedor PM&P, to serve as the independent compensation consultant to the ECC for fiscal 2012.2014. PM&P provided industry, peer and market data and advised the ECC with respect toon a variety of matters, including 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

the establishment and evaluation of a compensation peer group, employment agreement terms, aggregate equity usage and program review, studying high performing company goal setting practices and updates on trends and regulatory developments. The ECC uses this information to determine the overall level and appropriate mix of employment agreements.short-term and long-term incentive opportunities and cash and equity-based opportunities and to determine individual compensation components, including benefits, and perquisites. 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 directly to the ECC, which determined the scope of PM&P’s engagement and its fees.

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The ECC regularly reviews the services provided to the Committee by any outside consultants and believes that PM&P is independent in providing executive compensation consulting services. During fiscal 2014, the ECC conducted a specific review of its existing relationship with PM&P, including potential conflicts of interest, and determined that PM&P’s work for the ECC did not raise any conflicts of interest and that PM&P continued to be an independent advisor to the ECC, consistent with the guidance provided under the Dodd-Frank Act, the SEC rules and the NYSE.

Peer Group

As described above, the ECC uses a peer group to provide context for its compensation decision-making for our named executive officers. Each year, theThe ECC considers revisions to theregularly assesses this peer group and inconsiders revisions. Before the start of fiscal 2011 it substantially revised the peer group. In June 2011,2014, advised by PM&P, the ECC reviewed the composition of its peer group including considerations of the following pre-determined criteria:

The ECC determined that the following peer group of 1718 large, publicly traded consumer-oriented companies used in fiscal 2011 continued towould be an appropriate peer group for TJX for fiscal 2012:

Fiscal 2012 Peer Group Companiesappropriate:

The ECC determined that the above group was an appropriate peer group for TJX for fiscal 2014 based on criteria that included the following:

The ECC considered all of these criteria and constructed the fiscal 2014 peer group to reflect a level of business complexity more similar to TJX’s (which resulted in removing Costco and adding Home Depot and Starbucks as compared to the fiscal 2013 peer group).

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.

Compensation DesignProgram Elements

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

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Base Salary

Each of our named executive officers receives a base salary in cash during the fiscal year. Base salary contributesyear that is intended to our overall compensation approach by providingprovide competitive, fixed compensation to attract and retain talented individualsthe executive at a level that reflects the executive’scommensurate with his or her responsibilities, performance, experience and value in the marketplace. Base salaries are typically reviewed on an annual basis and also at the time of amay be reviewed in connection with new employment agreement, promotion,agreements, new positions, or other significant changes in responsibilities. Base salaries at the end of fiscal 2014 are listed below.

Base Salaries at Fiscal 2014 Year End

The ECC approved base salaries for fiscal 2014 based on various factors, including assessment of individual performance and responsibilities, our fiscal 2013 performance, contractual obligations and overall competitiveness. Ms. Meyrowitz and Mr. Herrman each entered into new employment agreements at the end of fiscal 2013 that included new base salaries effective at the start of fiscal 2014. The ECC approved salary increases for Mr. MacMillan, Mr. Sherr and Mr. Goldenberg during fiscal 2014 as part of our annual individual performance and salary review process. The overall salary earned by each named executive officer during fiscal 2014 is reflected in the Summary Compensation Table.

Incentive CompensationCash Incentives

A significant portion of each named executive officer’s compensation is equity andconsists of cash incentive compensationincentives granted under awards requiring an increase inour Management Incentive Plan (MIP) and Long Range Performance Incentive Plan (LRPIP), each as amended and restated by the value of our stock orECC during fiscal 2014. Awards under these plans require achievement, of performance goals, at levels specified by the ECC, of performance goals based on performance measures approved by our stockholders. Performance results for both MIP and LRPIP must be certified by the ECC, which has the authority to reduce but not increase the awards to our named executive officers. All MIP and LRPIP awards are subject to a maximum individual payout limit under plan terms (no more than $5.25 million for fiscal 2014 MIP and no more than $5 million for the fiscal 2012-2014 LRPIP cycle). Our equity-based and cash incentive compensation forincentives granted to our U.S. named executive officers induring fiscal 2012 was2014 were intended to qualify for an exemption from the deduction limitation rules of Section 162(m).

Short-TermAnnual Cash Incentives (MIP).    The annualshort-term cash incentive awards made under our Management Incentive Plan (MIP)MIP are designed to motivate our named executive officers and other key Associates to achieve or exceed a performance target establishedpre-established by the ECC for the fiscal year.

Each individual MIP award has a target award opportunity, based on achievementexpressed as a percentage of this target.base salary, tied to fiscal year goals for one or more of the divisions (divisional goals) or a combination of our four major divisions (corporate goals). The actual payout of a MIP award is determined by measurement of actualgoals and target opportunities for our named executive officers for fiscal 2014 are shown below.

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For each fiscal year, the ECC also pre-establishes the divisional and corporate performance against the performance target. If the targeted performance 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, participants are eligible to receive a payout below their MIP target awards, based on the extent to which performance falls below the performance targets; or, if performance does not meet a minimum threshold, no award is earned. MIP performance targets (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, specified rates for converting foreign income and automatic adjustments to reflect certain contingent (but objectively determinable) events that may affect performance. For fiscal 2014, the MIP performance targets were set at specified levels of pre-tax income for each division (or, for corporate awards, a specified level of consolidated pre-tax income for the Marmaxx, HomeGoods, TJX Europe and TJX Canada divisions), excluding in each case capitalized inventory costs, interest income and expense, and U.S. ecommerce. In setting these levels, the ECC believed that the targets were challenging but reasonably achievable. For fiscal 2014, the ECC also established a maximum payout percentage of 200%. The fiscal 2014 MIP performance levels and corresponding payout percentages are shown below, including the thresholds (the level of performance at or below which no payout would be made) and maximums (the level at or above which the award payout would be the maximum under the award terms):

Fiscal 2014 MIP Performance Goals (in 000s)

After the end of the fiscal year, our actual performance is measured against the pre-established performance targets and MIP performance results are certified by the ECC. Participants are eligible to receive their target award if their MIP performance target is met. The payout formulas pre-established by the ECC determine payout percentages for performance above or below target. Our fiscal 2014 MIP performance results were as follows:

Fiscal 2014 MIP Performance Results (in 000s)

The payout of each individual MIP award was determined by applying the applicable payout percentage to the individual’s target opportunity. Based on the performance results for fiscal year. Performance results must be certified by2014, the ECC, which has the authority to reduce but not increase the MIP awards to our named executive officers.officers with corporate MIP goals earned awards equal to 137.65% of their target award opportunities. Mr. MacMillan earned an award equal to 147.18% of his target award opportunity (150.36% payout for 75% of his award based on TJX Europe plus 137.65% payout for 25% of his award based on corporate). Mr. Sherr earned an award equal to 135.37% of his target award opportunity (134.61% payout for 75% of his award based on Marmaxx plus 137.65% for 25% of his award based on corporate). The actual MIP award earned by each named executive officer for fiscal 2014 is included in the Non-equity Incentive Plan column of the Summary Compensation Table.

Long-Term Cash Incentives (LRPIP)..    The long-term cash incentive awards made under our Long Range Performance Incentive Plan (LRPIP)LRPIP are based on cumulative divisional performance targets for a multi-year period. The program is designed to motivate our named executive officers and other key Associates to achieve or exceed cumulativelong-term financial goals, as well as to foster teamwork across the company and promote retention. As LRPIP awards have overlapping multi-year cycles, in each fiscal year we complete a cycle, continue our performance under an ongoing cycle and grant awards under a new cycle.

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Completion of LRPIP Cycle.    LRPIP awards for the fiscal 2012-2014 cycle were granted in fiscal 2012, with individual target opportunities and company-wide performance goals. Our named executive officers’ target award opportunities for this cycle were pre-established by the ECC as follows:

Fiscal 2012-2014 LRPIP Target Opportunities

The ECC pre-established the LRPIP performance goals, including multi-year performance targets and weightings for a multi-year period, which also promotes retention. Each LRPIP award has a target award opportunity based on achievement of these targets. As with the MIP, the payout of LRPIP awards is determined by measurement of actual performance against the pre-established performance targets. If 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 not more than 150% of 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 targets, participants are eligible to receive a payout below their LRPIP target awards, based on the extent to which performance falls below the performance targets, or, if performance does not meet a minimum threshold, no award is earned. LRPIP performance targets (including any objective factors, the occurrence of which would result in automatic adjustments to the targets), award opportunities andeach division, amounts payable at different levels of performance, specified rates for converting foreign income and automatic adjustments to reflect certain contingent (but objectively determinable) events that may affect performance. For fiscal 2012-2014 cycle, the LRPIP target was based on pre-tax income targets for our divisions for the three-year period, excluding capitalized inventory costs and interest income and expense. The ECC also established divisional weightings, designed to maintain focus at the smaller divisions, and a maximum LRPIP payout percentage of 150%, with each division contributing between 0% and 150% toward the final payout for performance ranging from 33% to 133% of the divisional performance target. In setting these levels, the ECC believed that the targets were challenging but reasonably achievable.

Fiscal 2012-2014 LRPIP Performance Goals

After the end of fiscal 2014, actual divisional performance for the three-year cycle is measured against each divisional target and the LRPIP performance results are certified by the ECC. Participants are eligible to receive their target award if the LRPIP performance target at each division is met, and the payout formulas pre-established by the ECC determine payout percentages for divisional performance above or below target. The resulting payout percentages are then weighted according to the pre-established divisional weightings (shown above) and added together to determine the overall LRPIP award payout percentage. Our fiscal 2012-2014 LRPIP performance results were as follows:

Fiscal 2012-2014 LRPIP Performance Results

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The payout of each performanceLRPIP award is determined by applying the overall payout percentage to the individual’s target opportunity for that cycle. Performance results must be certifiedThe actual LRPIP awards earned by the named executive officers for the fiscal 2012- 2014 LRPIP are included in the Non-equity Incentive Compensation column of the Summary Compensation Table.

New LRPIP Cycle.    During fiscal 2014, the ECC which hasestablished the authority to reduce but not increasefollowing LRPIP dollar target award opportunities and performance goals for the LRPIP awards tofiscal 2014-2016 cycle for our named executive officers.officers: Ms. Meyrowitz, $1,475,000; Mr. Herrman, $1,100,000; Mr. MacMillan, $700,000; Mr. Sherr, $500,000; and Mr. Goldenberg, $400,000. The ECC also established LRPIP performance targets for each division for the new cycle, divisional weightings, and a maximum LRPIP payout percentage of 200% for the fiscal 2014-2016 cycle, with each division contributing toward the final payout without a divisional threshold or maximum to better reflect aggregate company results. Assuming that each division performs at the same level against its target performance, the minimum (threshold) level for any payout is 60% of the performance target and the maximum payout level is achieved if performance is at or above 140% of the performance target. Consistent with our past disclosure practice, we plan to provide additional detail about the performance goals for this cycle, which are based on business targets for future periods (fiscal 2015 and fiscal 2016), once the performance cycle is complete.

Equity-Based CompensationEquity Incentives

Equity awards are made under our Stock Incentive Plan, orthe 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 ofinclude vesting conditions requiring achievement of thepre-established performance criteria, linked to TJX’s financial performance, provided for those awards.performance. Both stock options and performance-based restricted stock awards also have service-based vesting conditions that provide important retention incentives. Our equity incentives granted to our named executive officers during fiscal 2014 were intended to qualify for an exemption from the deduction limitation rules of Section 162(m).

Stock Option Grants.    The ECC determined the number of stock options granted to our named executive officers in September 2013 by setting a fixed dollar value for each named executive officer and dividing this value by the stock price on the grant date. The fixed dollar value for named executive officers is a function of internal compensation levels and historical practices and is reviewed by the ECC for overall market competitiveness. As part of the September 2013 option grant, the ECC supplemented the number of options

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granted to all participants in the stock option program with an additional award equal to 10% of their basic option award under the fixed dollar formula, based on a consideration of the expected overall award value, market conditions and our stock price. All option awards were granted with an exercise price equal to the closing stock price on the NYSE on the date of grant.

Performance Results for Stock Awards.    Each named executive officer held performance-based stock awards with performance-based vesting criteria that were satisfied based on fiscal 2014 MIP performance or fiscal 2012-2014 LRPIP performance, as follows:

Grants of Performance-Based Stock Awards.    The ECC awarded new performance-based stock awards in fiscal 2014 to our named executive officers based on factors including the executive’s responsibilities, the potential value of each grant and the overall competitiveness and mix of executive compensation, and the ECC also established performance goals applicable to a stock award for our CEO previously approved by the ECC in connection with the CEO employment agreement entered into at the end of fiscal 2013. These awards are reflected in the compensation tables below. Full vesting of these awards is subject to satisfaction of performance-based conditions requiring achievement of a payout of not less than 67% of the target corporate MIP or LRPIP payout for the performance period, which will require us to achieve 96% of targeted performance under MIP (for fiscal 2015 MIP based awards) or 87% of targeted cumulative performance under LRPIP (for fiscal 2014-2016 LRPIP-based awards), taking into account divisional weightings and assuming that each division performs at the same level against its target performance. Performance resulting in a payout below this target level reduces the number of shares that would otherwise vest, pro rata, with no shares vesting if no payout is achieved. Vesting of these awards is also subject to satisfaction of service requirements specified in the awards. The ECC believes that, in addition to linking individual compensation to our target performance, these awards perform an important retention function.

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Other Elements of Compensation Components

Retirement BenefitsBenefits..    All of our U.S. named executive officers are eligible to participate in our 401(k) plan and also participate in a broad-based pension plan for U.S. Associates under which benefits are accrued based on compensation and service. They are also eligible to participate in our 401(k) plan. As a resident of the U.K., Mr. Sweetenham participated in our retirement plan for U.K. Associates under which participants may defer earnings, receive an employer match and invest their funds to purchase benefits at retirement. We also maintain a Supplemental Executive Retirement Plan or SERP.(SERP). Ms. Meyrowitz and Mr. Rossi participateis a vested participant in our primary SERP benefit program.program, a nonqualified pension benefit based on final average earnings. We have not offered primary SERP benefits to new participants for many years. Mr. Herrman, Mr. MacMillan, Mr. Sherr and Mr. NaylorGoldenberg participate in our alternative SERP benefit program, eachwhich is intended to restore pension benefits that would otherwise not be available due to Internal Revenue Code restrictions. These programs are discussed below under “Pension Benefits.”

Deferred Compensation.    Our U.S. named executive officers can defer compensation under our Executive Savings Plan or ESP,(ESP), an elective deferred compensation 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. Participants in the ESP, other than those eligible for our primary SERP benefit, receive an employer match based in part on our performance under MIP. Mr. Herrman, Mr. MacMillan, Mr. Sherr and Mr. Goldenberg received this match for fiscal 2014. Amounts deferred under the ESP are notionally invested in mutual funds or other market investments. Participants ininvestments selected by 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. Mr. Naylor and Mr. Herrman received this match for fiscal 2012, a portion of which is based on our performance under MIP. Mr. Sweetenham was eligible for a similar performance-based deferred compensation benefit in the U.K., which was forfeited in connection with his departure from TJX. Some of our named executive officers also haveparticipant. Ms. Meyrowitz has amounts previously deferred under our General Deferred Compensation Plan or GDCP,(GDCP), now closed to new deferrals. Under this plan, deferrals, are credited to an account that earnswhich earn notional interest until distributed at an annually adjusted rate based on U.S. Treasury securities. Mr. MacMillan also has amounts previously saved under our Canadian Executive Savings Plan (CESP). Our deferred compensation plans for named executive officers are discussed with the compensation tables below under “Nonqualified Deferred Compensation Plans.”

Relocation and Expatriate-Related Expenses.    As part of our global mobility program, our policies provide that executive officers and other eligible Associates who relocate at our request are eligible for certain relocation and expatriate benefits to facilitate the transition and international assignment, including moving expenses, allowances for housing and goods and services, and tax assistance. These policies are intended to recognize and compensate Associates for higher costs associated with living and working outside the Associates’ home countries, with the goal that Associates are not financially advantaged or disadvantaged as a result of their international assignment and related taxes. During fiscal 2014, Mr. MacMillan continued his leadership of our European division as Senior Executive Vice President, Group President, TJX Europe, after relocating from the U.S. to the U.K. in fiscal 2013, and was eligible for expatriate benefits under this program. These expenses are detailed in footnote 5 to the Summary Compensation Table.

Perquisites.We provide limited perquisites and other personal benefits to our named executive officers. These benefits, which are all included below as part of All Other Compensation and detailed in footnote 5 ofto the Summary Compensation Table, consist generally consist of automobile allowances, financial and tax planning services and payment of insurance premiums and payment of legal fees associated with employment agreement negotiations.premiums. None of these perquisites is grossed up for taxes.

Fiscal 2012 Compensation

Fiscal 2012 Base Salary.    Ms. Meyrowitz and Mr. Herrman’s salaries were set at the end of fiscal 2011 in 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 all executive functions associated with her role as Chief Executive Officer but that, with Mr. Herrman taking on the 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 performance, responsibilities, 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 our named executive officers as of the end of fiscal 2012 were as follows:

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 target MIP award opportunities (as a percentage of salary earned during the fiscal year) were as follows:

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 the fiscal year. For corporate Associates, the MIP performance target was consolidated divisional pre-tax income excluding capitalized inventory costs, and intercompany, imputed, direct and fixture interest income and expense and did not include the former A.J. Wright division. For TJX Europe, the MIP performance target was TJX Europe divisional pre-tax income excluding capitalized inventory costs, and intercompany, imputed, direct and fixture interest income and 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)

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

Fiscal 2012 MIP Results

(Amounts in 000’s)

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 A.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 performance target). These percentages were then weighted according to pre-established weightings designed to make performance at the smaller divisions more meaningful to the LRPIP award and intended to promote focus on their performance. The resulting weighted divisional percentages were added together to determine the overall award payout percentage. In setting the targets, the ECC believed that they were challenging but reasonably achievable.

For the fiscal 2010-2012 LRPIP cycle, our named executive officers’ target award opportunities were: Ms. Meyrowitz, $1,423,333; Mr. Herrman, Mr. Naylor and Mr. Sweetenham, $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:

Fiscal 2010-2012 LRPIP Results

(Amounts in 000’s)

Grant of Fiscal 2012-2014 LRPIP Award Opportunities.    The ECC established the following LRPIP target award opportunities for the fiscal 2012-2014 cycle for our named executive officers: Ms. Meyrowitz, $1,320,000; Mr. Herrman, $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 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.

Grant of Stock Options in Fiscal 2012.    The ECC determined the number of stock options granted to our named executive officers and other Associates in September 2011 by setting a fixed dollar value by executive and/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

Employment Agreements.The ECC has reviewed and approved, after consultation with its independent compensation consultant, individual employment agreements for each of our named executive officers that set their terms of employment, including compensation, benefits and termination and change of control provisions discussed below under “Severance and Change of Control Provisions.” We believe that these employment agreements help retain our executives and support our succession planning process.

In February 2013, we entered into new employment agreements with Ms. Meyrowitz, Chief Executive Officer, and Mr. Herrman, President. The agreements became effective at the beginning of fiscal 2014 and, unless terminated earlier in accordance with their terms, will continue until January 31, 2015 for Ms. Meyrowitz and until January 30, 2016 for Mr. Herrman. In January 2014, we entered into a new employment agreement with

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Mr. MacMillan, Senior Executive Vice President, Group President TJX Europe, which became effective at the beginning of fiscal 2015 and, unless terminated earlier in accordance with its terms, continues until January 28, 2017.

The agreements with our named executive officers establish a minimum level of base salary and provide for participation in SIP, MIP and LRPIP, at levels commensurate with the executive’s position and responsibilities and subject to the terms established by the ECC, and also entitle the executives to participate in TJX’s fringe benefit and deferred compensation plans. Ms. Meyrowitz’s agreement also provides for minimum MIP and LRPIP target award levels during the term of the agreement as well as limited perquisites and specified interest rate assumptions for determining her SERP benefit. Mr. MacMillan’s agreement includes expatriate-related benefits and other provisions related to his assignment with TJX Europe.

Severance and Change of Control ProvisionsProvisions..    We provide severance terms to our executive officers, including in connection with a change of control, in our employment agreements and plans, and, as with Mr. Sweetenham, in separate arrangements that may be negotiated in connection with a departure.plans. In connection with these terms, each named executive officer has agreed to post-employment non-competition, non-solicitation and other 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 and that, more generally, it is important to define the relative obligations of TJX and 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, such as foreign status.considerations. These provisions are described under “Potential Payments upon Termination or Change of Control.”

Stock Ownership Guidelines.    We have stock ownership guidelines that apply to all of our executive officers. As described above under “Stock Ownership Guidelines for Directors and Executives” in “Corporate 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. Our policies also prohibit our executive officers from engaging in hedging transactions with respect to TJX stock. Each of our executive officers is in compliance with our stock ownership guidelines and policies.

Tax and Accounting ConsiderationsConsiderations..    We generally structure U.S. incentive compensation arrangements with 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,Further, 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.    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 at approximately the same times each year. The specific dates of the meetings are scheduled by the 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.

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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 on Form 10-K for the fiscal year ended January 28, 2012.February 1, 2014.

Executive Compensation Committee

Alan M. Bennett,Chair

José B. Alvarez

John F. O’Brien

Willow B. Shire

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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 20122014 (collectively, our named executive officers):

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