PROPOSAL 4:

ADVISORY APPROVAL OF THE ~~TJX ANNUAL MEETING~~FREQUENCY OF TJX’S SAY-ON-PAY VOTES(PAGE 28

)

~~The TJX Companies, Inc.~~

~~NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~

~~June 7, 2016~~

~~The Annual Meeting of Stockholders of The TJX Companies, Inc. will be held at the Four Seasons Hotel Denver, 1111 14~~^th ~~Street, Denver, Colorado 80202 on Tuesday, June 7, 2016, at 9:00 a.m. (local time) to vote on:~~

~~Election of directors~~

~~Ratification of appointment of PricewaterhouseCoopers as TJX’s independent registered public accounting firm for fiscal 2017~~

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

~~Stockholder proposal for inclusion of diversity as a CEO performance measure~~

~~Stockholder proposal for a review and summary report on executive compensation policies~~

~~Any other business properly brought before the meeting~~

~~Stockholders of record at the close of business on April 11, 2016 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 11, 2016 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 11, 2016, 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 attendee badges for security purposes. Please allow additional time for these procedures.

~~By Order of the Board of Directors~~

~~Ann McCauley~~

~~Secretary~~

~~Framingham, Massachusetts~~

~~April 29, 2016~~

~~YOUR VOTE IS IMPORTANT.~~

~~PLEASE VOTE OVER THE INTERNET, BY TELEPHONE OR BY MAIL.~~

~~The TJX Companies, Inc.~~

~~ANNUAL MEETING OF STOCKHOLDERS~~

~~June 7, 2016~~

~~PROXY STATEMENT~~

~~INTRODUCTION~~

~~Why am I receiving this proxy statement?~~~~The Board of Directors of The TJX Companies, Inc., or TJX, is soliciting your proxy for the 2016 Annual Meeting, to be held on June 7, 2016,~~

In Proposal 3, above, we are asking shareholders to cast an advisory vote on ~~the following items:~~

~~Election of directors (Proposal 1) – see page 3~~

~~Ratification of appointment of PricewaterhouseCoopers as TJX’s independent registered public accounting firm for fiscal 2017 (Proposal 2) – see page 53~~

•

~~Advisory approval of~~ TJX’s executive compensation ~~(the “say-on-pay vote”) (Proposal 3) – see page 53,~~program. In this Proposal 4, the Board seeks a non-binding advisory vote on the frequency of these “say-on-pay” votes in the future. Shareholders may vote whether to hold say-on-pay votes every one, two, or three years; shareholders also have the option to abstain from voting on this matter. The interval selected by the highest number of votes cast will be the recommendation of the shareholders.

The Board believes at this time that say-on-pay votes should be held annually. We have put forward an advisory say-on-pay vote annually since 2011. Although this advisory vote on frequency is non-binding, the Board values shareholder views as to what is an appropriate frequency for advisory votes on executive compensation and ~~also~~welcomes our shareholders’ recommendation on this question.

The Board recommends a vote for the~~Executive Compensation~~ ~~section, starting~~ONE-YEAR option on ~~page 19~~this proposal.

~~Stockholder proposal for inclusion of diversity as a CEO performance measure (Proposal 4) – see page 54~~

PROPOSALS 5-7:

SHAREHOLDER PROPOSALS, IN EACH CASE, IF PROPERLY PRESENTED AT THE MEETING(PAGE 71)

•Proposal for a report on effectiveness of social compliance efforts in TJX’s supply chain

•Proposal for report on risk to TJX from supplier misclassification of supplier’s employees

•Proposal to adopt a paid sick leave policy for all Associates

Each shareholder proposal included in this proxy statement is followed by our response.

For the reasons included in those responses, the Board recommends a vote AGAINST each shareholder proposal which is properly presented at the meeting.

~~Stockholder proposal for a review and summary report on executive compensation policies (Proposal 5) – see page 56~~

~~Any other business properly brought before the meeting~~


6			The TJX Companies, Inc.

~~Who can vote at the meeting?~~Stockholders of record at the close of business on April 11, 2016 are entitled to vote at the meeting. Each of the 662,346,053 shares of common stock outstanding on the record date is entitled to one vote.

~~How do I vote?~~~~There are multiple ways to vote your shares.~~

If you are a stockholder of record, you may vote by signing and returning the enclosed proxy card by mail or by using the procedures and instructions described on the proxy card to vote over the Internet or by telephone using the toll-free telephone number provided. You may also vote in person at the meeting.

If you are a “street name” holder (sometimes referred to as a “beneficial” holder), meaning you own through a third party such as a bank or broker, please refer to the voting instruction card or other enclosures provided by that third party with this proxy statement to see how to provide voting directions for your shares. (Internet or telephone voting may be permitted.)

If you hold shares in the TJX stock fund available through the TJX General Savings/Profit Sharing Plan, our U.S. 401(k) plan, or the TJX General Savings/Profit Sharing Plan (P.R.), our Puerto Rico savings plan (collectively, “plan shares”), you may vote your plan shares by submitting voting directions according to the enclosures provided with this proxy statement. In order to allow sufficient time for the plan shares to be voted by the plan trustee in accordance with your directions, your voting directions must be received no later than 11:59 p.m., Eastern Daylight Time, on Thursday, June 2, 2016. If you do not timely submit voting directions, your plan shares will not be voted.

PROPOSAL 1:

ELECTION OF DIRECTORS

The nine 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 2024 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

The Board of Directors unanimously recommends that you voteFOR the election of each of the nominees.

~~Please note that the process for Internet and telephone voting is intended to authenticate your identity and permit you to confirm that your voting instructions are accurately reflected. Please see~~~~Voting Requirements and Proxies~~ ~~on page 58 for further information about voting.~~

~~Can I change or revoke my proxy?~~~~Yes. If you are a stockholder of record, you may change or revoke your proxy at any time before it is voted at the Annual Meeting by voting later by Internet or telephone, returning~~

a later-dated proxy card by mail, or delivering a written revocation to the Secretary of TJX at our corporate offices at 770 Cochituate Road, Framingham, Massachusetts 01701. If you are a “street name” holder, you should refer to the voting instruction card or contact your broker, bank or other holder of record for instructions on how to change or revoke your vote. If you hold plan shares, please refer to your voting instruction card or contact the plan trustee for instructions on how to change or revoke your vote.

~~What constitutes a quorum for the meeting?~~~~A majority of the shares outstanding and entitled to vote at the meeting is required for a quorum for the meeting.~~

This proxy statement, the proxy card and the Annual Report to Stockholders for our fiscal year ended January 30, 2016 (fiscal 2016) are being first mailed to stockholders on or about the date of the notice of meeting, April 29, 2016.

~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE~~

~~ANNUAL MEETING TO BE HELD ON JUNE 7, 2016: THIS PROXY STATEMENT~~

NOMINEES AND ~~ANNUAL~~

~~REPORT AND FORM 10-K FOR FISCAL 2016 ARE AVAILABLE AT~~

~~HTTP://WWW.ENVISIONREPORTS.COM/TJX~~

~~PROPOSAL 1 - ELECTION OF DIRECTORS~~

~~Nominees and Their Qualifications~~

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, growth and innovation. Our nominees hold or have held senior executive positions in large, complex organizations or in businesses related to substantive areas important to our business, and in these positions have 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 public companies, and each of our nominees has an understanding of corporate governance practices and trends. All of our directors are financially literate, and, as described in our Audit Committee Report, two members of our Audit Committee are audit committee financial experts.~~In addition, each of our nominees has prior service on our Board, which has provided them with exposure to both our business and the industry in which we compete.~~ THEIR QUALIFICATIONS

We believe that all our nominees possess the professional and personal qualifications necessary for ~~board~~ service ~~and have highlighted noteworthy attributes for each director in the individual biographies below.~~

~~The individuals listed below have been nominated and are standing for election at this year’s Annual Meeting. If elected, they will hold office until~~on our ~~2017 Annual Meeting of Stockholders and until their successors are duly elected and qualified. All of our nominees are current directors. Other than Ernie Herrman, who~~Board. Each was ~~elected by the Board in October 2015, all of our nominees were~~ elected to the Board by our ~~stockholders.~~

~~Your~~ shareholders in June 2022 and brings expertise, a deep knowledge of our business, and a valuable perspective to support the long-term success of our business. One of our current directors, Michael F. Hines, is not standing for reelection at the Annual Meeting. We have highlighted qualifications of our director nominees in the individual biographies below. Please also see Director Qualifications and Board Responsibilities below for additional information about the skills of ~~Directors unanimously recommends that you vote FOR~~our director nominees, how we assess our nominees, and how we consider overall Board composition.



						José B. Alvarez, 60

						Director since 2020; previously served on Board from 2007- 2018 Member of Corporate Governance Committee and Compensation Committee

Experience and Qualifications:

Mr. Alvarez is a Clinical Professor of Business Administration at the ~~election~~Tuck School of ~~each of the nominees.~~

~~Zein Abdalla, 57~~

~~Director since 2012~~

~~Mr. Abdalla was the President of PepsiCo, Inc., a leading global food, snack and beverage company, from September 2012 through his retirement in December 2014, prior to~~Business at Dartmouth, which he ~~served as CEO of PepsiCo Europe, a division of PepsiCo, starting~~joined in ~~November 2009~~2022, 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 is also a director of Cognizant Technology Solutions Corp. 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, 53~~

~~Director since 2007~~

~~Mr. Alvarez has been a member of the~~visiting faculty of the Harvard Business School, ~~since 2009. From August 2008 through December 2008, Mr. Alvarez was~~which he joined in 2009 after holding various senior executive roles in the ~~Global~~food retail industry. He served as Executive Vice President ~~for~~– Global Business Development for Royal Ahold N.V., now Royal Ahold Delhaize N.V., a global ~~supermarket~~food retail ~~company.~~group, in 2008. From 2001 ~~to August~~until 2008, he ~~held various executive~~served in a number of key management positions ~~with~~at Stop & Shop/Giant-Landover, ~~Ahold’s~~a U.S. ~~subsidiary,~~division of the group, 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~~Logistics. He previously held executive positions at Shaw’s Supermarkets ~~Inc. and began~~after beginning 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 the retail ~~has given~~industry, including his experience as an educator on the industry, along with his public company directorships, provide him ~~broad experience~~with deep expertise in ~~large~~global retail chain management, including organizational leadership, store management, supply chain, logistics, distribution, merchandising, marketing, and strategy.

~~Alan M. Bennett, 65~~

~~Director~~

Mr. Alvarez has also been a director of United Rentals, Inc. since ~~2007~~

2009.



						Alan M. Bennett, 72

						Director since 2007 Independent Lead Director Member of Compensation Committee and Finance Committee

Experience and Qualifications:

Mr. Bennett served as the President and Chief Executive Officer of H&R Block, Inc., a tax services provider, from July 2010 tountil his retirement in 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.~~

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.

~~David T. Ching, 63~~

~~Director~~

Mr. Bennett has also been a director of Halliburton Company since ~~2007~~

2006 and Fluor Corporation since 2011.


2023 Proxy Statement			7

Proposal 1: Election of Directors



						Rosemary T. Berkery,70

						Director since 2018 Chair of Compensation Committee Member of Audit Committee

Experience and Qualifications:

Ms. Berkery was Chairman of UBS Bank USA and Vice Chairman of UBS Wealth Management Americas, a bank and wealth management firm, from March 2010 until April 2018, also serving as CEO of UBS Bank USA from March 2010 to December 2015. Before joining UBS, she held a variety of roles over more than 25 years at Merrill Lynch & Co., Inc., until her departure in January 2009, including Executive Vice President and General Counsel from 2001 and Vice Chairman from 2007.

Ms. Berkery’s long career as a senior executive in the financial services industry provides her with expertise in finance, investment strategies, wealth management, and management of complex global organizations, as well as significant experience in governance, compliance, and risk assessment and oversight.

Ms. Berkery has also been a director of Fluor Corporation since 2010.



						David T. Ching, 70

						Director since 2007 Member of Audit Committee and Corporate Governance Committee

Experience and Qualifications:

Mr. Ching was 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 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.~~industries. 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’s strong ~~technological~~technology experience and related management positions in the retail industry provide ~~Mr. Ching~~him expertise including in information systems, information security and controls, technology implementation and operation, reporting, and distribution in the retail industry.

~~Ernie Herrman, 55~~



						C. Kim Goodwin, 63

						Director since 2020 Member of Audit Committee and Finance Committee

Experience and Qualifications:

Ms. Goodwin is an experienced financial services professional. Her long career in the industry includes serving as Managing Director and Head of Equities (Global) for the Asset Management Division of Credit Suisse Group AG from 2006 to 2008, and as Chief Investment Officer – Equities at State Street Research & Management Co., a money management firm, from 2002 to 2005. She is now a private investor.

Ms. Goodwin’s many years of experience in investment and financial services, as well as her years of service as a public company director in different industries, provide her with strong analytical skills, business acumen, and experience in risk assessment and management, as well as a deep understanding of financial markets and corporate strategies.

Ms. Goodwin has also been a director of Popular, Inc. since ~~October 2015~~

2011 and a director of General Mills since 2022.


8			The TJX Companies, Inc.

Proposal 1: Election of Directors



						Ernie Herrman, 62

						Director since 2015 Chief Executive Officer and President

Experience and Qualifications:

Mr. Herrman has been Chief Executive Officer of TJX since January 2016, a director since October 2015, and President since January 2011. He served as Senior Executive Vice President, Group President from August 2008 to January 2011, with responsibilities for ~~The~~ Marmaxx, ~~Group (Marmaxx),~~ HomeGoods, and TJX ~~Canada,~~Canada; President of Marmaxx from 2005 to ~~2008~~2008; and Senior Executive Vice President, Chief ~~Operations~~Operating Officer of Marmaxx from 2004 to 2005. From 1989 to 2004, he held various senior merchandising positions with TJX.

As Chief Executive Officer and President of ~~the Company,~~TJX, Mr. Herrman has managed a complex global retail business in a significantly evolving landscape and overseen near- and long-term strategy through various economic conditions and challenges. In his current role and through the ~~many~~ other positions Mr. Herrman has held with ~~TJX,~~the Company, Mr. Herrman has a deep understanding of TJX and broad experience in all aspects of off-price retail, including merchandising, management, leadership development, business strategy, finance and accounting, innovation, international operations, marketing, real estate, buying, and distribution.

~~Michael F. Hines, 60~~

~~Director since 2007~~

~~Mr. Hines served as Executive Vice President~~



						Amy B. Lane, 70

						Director since 2005 Chair of Finance Committee Member of Audit Committee

Experience 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., where he serves as non-executive Chairman, and Dunkin’ Brands Group, Inc. Mr. Hines’ experience as a financial executive and certified public accountant provides him with expertise in the retail industry including accounting, controls, financial reporting, tax, finance, risk management and financial management.

~~Amy B. Lane, 63~~

~~Director since 2005~~

Qualifications:

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 also a director of GNC Holdings, Inc., NextEra Energy, Inc. and a member of the board of trustees of Urban Edge Properties.~~

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, 62~~

~~Director~~

Ms. Lane’s public company roles consist of serving as a director of NextEra Energy, Inc. since ~~2006~~

2015 and as a member of the board of directors of FedEx Corporation since 2022. She served on the board of trustees of Urban Edge Properties from 2015 until 2022 and on the board of directors of GNC Holdings, Inc. from 2011 until 2020, after it had ceased to be a public company.



						Carol Meyrowitz, 69

						Director since 2006 Executive Chairman of the Board

Experience and Qualifications:

Ms. Meyrowitz has been Executive Chairman of the Board since January 2016 and a director since September 2006. She served as Chairman of the Board from June 2015 to January 2016 and as Chief Executive Officer of TJX from January 2007 to January ~~2016 and~~2016. In previous roles, Ms. Meyrowitz served as President of TJX from October 2005 to January 2011, Senior Executive Vice President of TJX from 2004 until January 2005, ~~Executive Vice President of TJX from 2001~~and prior 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 1983 to 2001, shethat, 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 Staples, Inc. and was a director of Amscan Holdings, Inc. from 2005 to 2012.~~

As Executive Chairman of the Board of TJX, and through the ~~many~~ other positions Ms. Meyrowitz has held with TJX, Ms. Meyrowitz has a deep understanding of TJX and broad experience in all aspects of off-price retail, including innovation, business strategy, buying, distribution, marketing, real estate, finance and accounting, and international operations.

~~John F. O’Brien, 73~~

~~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

Ms. Meyrowitz was also ~~Non-Executive Chairman and~~ a director of ~~Cabot~~Staples, Inc. from 2007 to 2017.


2023 Proxy Statement			9

Proposal 1: Election of Directors



						Jackwyn L. Nemerov, 71

						Director since 2016 Chair of Corporate Governance Committee Member of Compensation Committee

Experience and Qualifications:

Ms. Nemerov was the President and Chief Operating Officer of Ralph Lauren Corporation, a ~~director~~global leader in premium lifestyle products, from November 2013 until November 2015 and served on Ralph Lauren’s board of ~~LKQ~~directors from 2007 until 2015. She served as Executive Vice President of Ralph Lauren Corporation from September 2004 until October 2013. Prior to her tenure there, she held multiple positions in the retail industry, including President and ~~a director~~Chief Operating Officer of a family of 93 registered mutual 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 generalthe Jones Apparel Group from 1998 to 2002.

Ms. Nemerov’s extensive retail, brand management and ~~oversight~~operations experience, as well as her related board and management positions in the apparel and retail industry, provide her with ~~respect to strategy, financial planning, insurance, operations, finance and capital structure.~~

~~Willow B. Shire, 68~~

~~Director since 1995~~

Ms. Shire was an executive consultant with Orchard Consulting Group from 1994 to January 2015, 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. Through her consultingcorporate governance experience ~~and prior business experience, Ms. Shire brings~~as well as valuable expertise in ~~leadership development, talent assessment, change~~sourcing and supply chain management, ~~human resources~~manufacturing, merchandising, and ~~development practices, cultural assessment~~licensing.


10			The TJX Companies, Inc.

Proposal 1: Election of Directors

DIRECTOR QUALIFICATIONS

CONSIDERATIONS AND SKILLS

The Corporate Governance Committee considers a range of factors to assess individual candidates, including personal and ~~strategic problem solving.~~

~~CORPORATE GOVERNANCE~~

~~Integrity has been a core tenet~~professional ethics, integrity, and values; independence; and diversity, including gender, ethnic, racial, age, and geographic (discussed further below). The Committee considers the current and future needs of the Board and looks for nominees with experience in substantive areas that are important to the long-term success of our complex, global business and the best interests of our shareholders.

We have highlighted below key areas of experience that the Corporate Governance Committee considers important to TJX ~~since~~and our ~~inception. We seek to perform with the highest standards of ethical conduct~~Board, and, in ~~compliance~~the chart below, have indicated their presence across our non-executive director nominees (based on skills, knowledge, and experience, as reflected in their biographies). Within each key area, we provided examples that we consider relevant and valuable to the Company and its long-term success. A nominee with relevant experience in an area is not expected to have equal experience in every item we specify. We also do not expect all ~~laws~~of our nominees’ skills and ~~regulations that relate~~potential contributions to our ~~businesses.~~Board to be captured by the list below.



			Leadership and Organizational Management			•Management of large, complex organizations •Leadership strategy •Operational oversight


			Retail Industry			•Marketing and brand management •Consumer insights •Supply chain / Distribution and logistics •Merchandising


			Strategic Planning and Growth			•New business strategy and innovation •Strategic acquisitions and integration •Sustainable growth / growth strategies


			Finance and Accounting			•Accounting and/or auditing •Finance and capital structure •Internal controls


			Technology and Digital Innovation			•Information technology and systems •Information security; cybersecurity •E-commerce •Digital innovation


			Human Capital Management			•Succession planning •Talent development practices •Executive compensation •Managing culture •Inclusion and diversity


			International Operations			•Global business operations •Internal markets •Global sourcing


			Risk Management and Corporate Governance			•Risk oversight •Sustainability / environmental •Compliance and regulatory oversight •Corporate governance

The chart above excludes our executive nominees.


2023 Proxy Statement			11

Proposal 1: Election of Directors

DIRECTOR DIVERSITY

As a global company with hundreds of thousands of Associates, we recognize the importance of diversity to our Company’s culture. We ~~have~~look for a Board that represents a diversity of backgrounds and experience, including as to gender and race/ethnicity, and that reflects a range of talents, ages, skills, viewpoints, professional experiences, geographies, and educational backgrounds. The Corporate Governance ~~Principles, a Global Code~~Committee takes diversity into account among the many factors it considers when evaluating the suitability of ~~Conduct for~~individual Board nominees. In our ~~Associates, a Code~~current director slate, half of ~~Ethics for TJX Executives,written charters for each~~the director nominees are women and 40% self-identify as members of underrepresented groups (race/ethnicity or LGBTQ+), collectively representing 70% of our ~~Board committees and a Director Code~~board. We value the many kinds of ~~Business Conduct and Ethics. The current versions of these documents and other items relating to~~diversity represented by our ~~governance can be found~~nominees.

Diverse Board Leadership

Strong Record of Board Diversity

Our Chairman of the Board is a woman

and 4 out of 5 Committee Chairs are women

For each of the past 10 years, more than 50% of our Board nominees have been women and/ or members of an underrepresented group.*

Female Nominees

Nominees from
Underrepresented Group

Diversity

5 out of 9 director nominees

are women

4 outof 9 director nominees are

members of an underrepresented

group*

7 out of 9 director nominees are

women and/or members of an

underrepresented group*

Tenure

Independence

Our nominees reflect a range
of tenures

7 out of 9 director nominees

are independent

* based on self-identification

BOARD INDEPENDENCE

Under 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~~should be independent. An independent ~~directors. The~~director is one who the Board ~~evaluates any relationships of each director~~has affirmatively determined has no material relationship with TJX ~~and makes~~(either directly or as a partner, shareholder, or officer of an ~~affirmative determination whether or not each director is independent.~~organization that has a relationship with the Company). To assist it in making its independence determination, the Board has adopted categorical independence standards in our Corporate Governance ~~Principles.~~Principles that are based on the independence standards required by the New York Stock Exchange (NYSE) for its listed companies. As part of the Board’s annual review of director independence, the Board ~~considered~~considers the ~~recommendation of our~~ Corporate Governance ~~Committee~~Committee’s independence assessment and ~~reviewed~~recommendation. The Board also reviews and considers any transactions ~~and~~or relationships between ~~each non-management~~any director or any member of ~~his or her~~their immediate family and TJX, in accordance with our Corporate Governance ~~Principles. The purpose of this review was to determine whether~~Principles (see Transactions with Related Persons below). To the extent there ~~were~~are any such relationships or transactions, ~~and, if so,~~the Board considers whether they ~~were~~are inconsistent with a determination that the director ~~was~~is independent.

As a result of this review, our Board unanimously determined that ~~nine directors~~each of ~~our current11-member~~ ~~Board (82%)~~the following director nominees are independent: Mr. Alvarez, Mr. Bennett, Ms. Berkery, Mr. Ching, Ms. Goodwin, Ms. Lane, and Ms. Nemerov. In addition, the Board determined that Mr. Hines, who is not standing for reelection at the Annual Meeting, and Zein Abdalla ~~José B. Alvarez, Alan M. Bennett, David T. Ching, Michael F. Hines, Amy B. Lane,~~and John F. O’Brien, ~~Willow B. Shire and William H. Swanson.~~who each served as a director during a portion of FY23, are independent. None of these directors had any relationship with TJX that implicated our categorical standards of independence. ~~Carol~~Ms. Meyrowitz, as Executive Chairman, and ~~Ernie~~Mr. Herrman, as Chief Executive Officer and President, are executive officers of TJX and are therefore not independent. ~~Similarly, Bernard Cammarata, who was an executive officer of~~


12			The TJX Companies, Inc.

CORPORATE GOVERNANCE

GOVERNANCE AT-A-GLANCE

KEY PRACTICES


Board Oversight
Oversight of strategic, financial, and execution risks, including through enterprise risk management program
Regular discussions focused on long-term strategy
Regular management assessments and succession planning
Review and consideration of key topics including:
•risks and opportunities related to human capital management
•inclusion and diversity efforts
•risks related to cybersecurity
•environmental sustainability efforts
Regular executive sessions of independent directors
Board Practices
Diverse Board composition
Ongoing Board succession and Board refreshment planning
Strong Lead Director role; separate Chairman and CEO
Annual Board and Committee evaluations
Director time commitment policies in line with major institutional guidelines
Stock ownership guidelines for directors and executive officers
No hedging or pledging of Company stock by our directors or executive officers
Director orientation and continuing education
Director Independence
Lead Independent Director
7 of our 9 director nominees are independent
Each director on our standing committees, other than the Executive Committee, is independent
Shareholder Rights and Accountability
Annual election of directors
Majority voting and resignation policies
Proxy access provisions for director candidates nominated by shareholders
Robust shareholder engagement program


2023 Proxy Statement			13

Corporate Governance

ENGAGING WITH SHAREHOLDERS

We value engagement with our shareholders. We communicate regularly with shareholders and ~~served as Chairman of~~other stakeholders throughout the ~~Board until his retirement from~~year, and the Board ~~in June 2015, was not independent.~~

~~Board Nominees and Service at TJX~~

~~Board Nominations~~. The Corporate Governance Committee recommends to the Board individuals to be director nominees who, in the opinion of the Corporate Governance Committee, have high personal and professional integrity, have demonstrated ability and judgment and will be effective in collectively serving the long-term best interests of our stockholders. As described below in~~Board Expertise and Diversity, the Corporate Governance Committee~~ considers a range of stakeholder perspectives in discharging its oversight responsibilities. We engage with shareholders through various means, including at conferences, in meetings, on calls, and through written correspondence. The Board and Board Committees are periodically updated on these engagement efforts.



ONGOING SHAREHOLDER ENGAGEMENT

Throughout the Year						Spring engagement (before the Annual Meeting)

•Long-term strategy •Business results and outlook •Operations •Executive compensation •ESG topics, including: •Board composition and refreshment •Risk management, including the Board’s oversight of risk •Environmental sustainability •Human capital management •Social compliance						•Receive feedback and engage with shareholders on voting matters •Discuss and solicit support for Board voting recommendations with shareholders
						Fall and winter engagement (following the Annual Meeting)
						•Consider voting results and potential actions in response, including focused engagement •Engage on significant ESG initiatives

Shareholder feedback has informed our disclosures in this proxy statement on a range of topics, including Board composition and oversight, ESG oversight and initiatives, and executive compensation.

Responsiveness to ESG Engagement

Shareholder engagement has also informed a number of recent enhancements to our ESG policies and practices. For example, we:

•set additional environmental goals in early 2022, including a goal to achieve net zero GHG emissions in our operations by 2040, which followed a science-based GHG emissions reduction goal announced in 2020 to align with the United Nations’ Paris Agreement guidelines, and a goal announcing our intention to source 100% renewable energy in our operations by 2030 (purchased electricity only)

•published TJX’s Chemicals Management Program in late 2021, which identifies an initial prioritization of categories where we have been focusing our efforts in developing policies limiting chemicals of concern in our operations and in certain products we sell

•published our annual EEO-1 report, starting in 2021

•mapped to SASB’s Multiline and Specialty Retailers & Distributors standard, starting in 2021

•made several enhancements in recent years to our Vendor Code of Conduct, including provisions related to forced labor

We work hard to provide robust disclosure intended to be meaningful to our stakeholders related to ESG matters that we believe are relevant to our business.


14			The TJX Companies, Inc.

Corporate Governance

BOARD RESPONSIBILITIES

Our Board of Directors is responsible for overseeing the business and management of the Company. Throughout the year, our Board and Committees discuss operations and corporate strategy and business priorities. For FY23, these continued to focus on driving profitable sales, increasing market share, developing talent, and championing our TJX culture.

Our Board meetings include regular sessions with divisional leaders and executives across key functions including finance, tax, IT, IT security, risk and compliance, human resources, logistics, marketing, and environmental sustainability, through which the Board remains informed on implementation of operational goals, performance, and of near-, medium- and long-term strategies. At regular meetings, the Board also considers drivers of our business execution along with key challenges and opportunities and considers the effectiveness of our ongoing corporate strategy.

RISK OVERSIGHT STRUCTURE


THE BOARD

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 communications with the full Board. The Board reviews risks including: •strategic, financial, and execution risks and exposures associated with our annual business plan and longer-term plans; •senior management succession planning; •matters that may present material risk to our business, operations, financial position, or cash flows, and, as applicable, significant acquisitions and divestitures; and •matters that may present material risk to our prospects or reputation, including those related to human capital management, supply chain, and environmental sustainability.


BOARD COMMITTEES

The Committees involve the full Board in the monitoring of significant risks as they determine to be appropriate.


The Audit Committee reviews risks associated with financial reporting, accounting, internal controls over financial reporting, ethics and compliance programs, compliance with orders, information systems, information security, data privacy, and cybersecurity, and helps oversee processes to identify material risks, including through our enterprise risk management program.	The Corporate Governance Committee reviews risks related to Board composition, refreshment, and evaluation, CEO evaluations and management succession, potential conflicts of interest and related party transactions, and assists the Board in its oversight of significant environmental and social matters affecting the Company.	The Compensation Committee reviews risks related to compensation and the design of our compensation programs, plans, and arrangements. This includes the compensation program risk assessment discussed below that covers risks associated with compensation policies and practices for all Associates.	The Finance Committee reviews risks related to financing plans, investment policies, capital structure and liquidity; tax strategies; foreign currency exchange and commodity hedging policies; insurance programs; and investment performance, asset allocation strategies, and funding of our pension and retirement benefit plans.


MANAGEMENT

It is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to TJX, and it is the Board’s responsibility to give such risks due consideration and, where appropriate, review and consider or investigate the risks further. Management responsibilities are coordinated through its compliance, internal audit and other functions, which report regularly to the Board and Committees through the Chief Risk and Compliance Officer or other management representatives. Reporting to the Board in key areas is supported by senior leaders across global functional teams. In several key areas, risk assessment and oversight is also supported by cross functional operational committees, including for cybersecurity, environmental sustainability and social compliance.


2023 Proxy Statement			15

Corporate Governance

OVERSIGHT OF STRATEGY AND RISK

The Board provides oversight of and guidance on the strategic direction of the Company by regularly discussing business strategy with management, as described above, receiving updates on specific topics, such as those noted below, and monitoring the development and management of risks associated with various strategic initiatives. The Board also has at least one dedicated annual session focused on long-term strategy and future needs of and opportunities for the business.

As part of its ongoing risk oversight, the Board reviews and discusses with management the Company’s findings from its annual enterprise risk management program, a global process for considering a broad range of risks to the business. The enterprise risk management process takes into account global operational feedback and identifies and evaluates trends and concerns. Through the process, risks are evaluated in light of their probability and severity and presented to the Board in that context. The Board is kept apprised of ongoing management and mitigation efforts related to key risks. In addition to the annual evaluation of our enterprise risk management program, the Board and its Committees receive at least quarterly updates from our Chief Risk and Compliance Officer.

To assist in the Board’s oversight of risks associated with the Company’s strategic plan, the Board Committees oversee the management of risks associated with each Committee’s area of responsibility. Committees receive regular updates from key management functions relevant to that Committee’s role, as further described below. Directors are also generally encouraged to attend meetings of each Board Committee, enhancing the collective understanding of actions taken by and information reported to our Committees.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

As part of its oversight role, our Board reviews ESG matters and, directly and through its Committees, considers information relating to our corporate responsibility program and specific initiatives, among other relevant matters. During FY23, the Board reviewed and approved updates to the Audit, Corporate Governance, and Compensation Committees’ charters after review of each Committee’s role in supporting the Board’s oversight of a range of ESG matters. These charter updates clarified the Audit Committee’s role in supporting the Board in risk assessment; the Corporate Governance Committee’s role regarding director education and supporting the Board's oversight of strategies concerning significant environmental and social matters; and the Compensation Committee’s role in supporting the Board’s oversight of broad-based compensation and benefits matters.

During FY23, the Board had regular sessions with management to receive updates on our ESG efforts, including in the areas of environmental sustainability, inclusion and diversity, and our ongoing compliance and social compliance programs, as well as discussions throughout the year relating to human capital management topics, including succession planning and Associate benefits and well-being strategy; cybersecurity and IT systems; and risk management policies and insurance strategy and policies, as described below. The Board also receives updates from outside experts invited to provide further education on the ESG global landscape or on specific areas of focus, such as cybersecurity. ESG factors ~~when considering individual candidates,~~are also considered by the Board within the framework of our enterprise risk management process, as discussed above.

In addition, during FY23, a Senior Executive Vice President, Group President added strategic oversight of TJX’s Global Corporate Responsibility program to his business function, with responsibility for driving priorities previously managed by an executive committee. This SEVP continues to oversee, with global, cross-functional leaders, the development of ESG strategies and initiatives that align with TJX’s business priorities. The SEVP and functional leaders provide regular updates on this work to other members of management and the Board.

CULTURE AND HUMAN CAPITAL MANAGEMENT

Our Board oversees risks and opportunities related to management of our large, global workforce, including ~~professional~~through oversight of our management succession planning; consideration of the cultural factors and leadership competencies we use to express our organizational values, and our total rewards strategy; review of financial plans and expenditures; and oversight of our enterprise risk management program. Our Board also, directly and through its Committees, receives periodic updates on specific topics such as, in FY23, Associate relations, our inclusion and diversity work, our merchant training program (focusing on our longstanding TJX University for our buyers and other merchandising Associates), our compliance programs, and our broad-based benefits initiatives and other strategies for attracting and retaining talent throughout the organization. Each director has participated in the Company’s unconscious bias training. Our Board has participated in regularly scheduled store and distribution center tours and site visits to our facilities in different geographies in which we operate, both in the U.S. and abroad, including store tours during FY23. Board members have also individually visited our stores in different locations to gain a real time view of our operations, customer service, and culture. See Our Approach to Human Capital Management above for more information.

MANAGEMENT SUCCESSION PLANNING AND LEADERSHIP DEVELOPMENT

The Board oversees our management succession planning. In addition to regularly scheduled sessions focused on leadership assessment and planning and our inclusion and diversity initiatives, the Board meets with senior leadership in other formal and informal settings that provide visibility into our talent pipeline and broader exposure to the management of the Company. The Board regularly meets with divisional leadership, heads of key operational functions, and other members of Company management at the Company during Board meetings, separately requested meetings with management, and formal and informal group meetings and presentations. We believe it is important to our long-term success that our management continue to focus on talent and leadership development, including training and mentoring, to foster expertise in our distinctive business model and to support our succession planning.


16			The TJX Companies, Inc.

Corporate Governance

CYBERSECURITY

As a global retailer, we are mindful of the ongoing risks to companies’ IT systems and operations from various sources and have implemented processes to monitor and mitigate these risks. As part of its oversight role, our Audit Committee and Board evaluate IT and cybersecurity risks and strategies on at least a quarterly and annual basis, respectively, through dedicated sessions with senior management in those functions. Our IT Subcommittee Chair, Mr. Ching, who has significant information security experience, has multiple additional meetings with these senior leaders throughout the year to remain informed of and support the Company’s cybersecurity programs, including the Company’s assessment of current threats, Company defenses, and data protection initiatives.

For a number of years, we have maintained an Information Management Program, led by our Chief Risk and Compliance Officer. This program is overseen by TJX’s Information Management Steering Committee (the IMSC), which is chaired by our Information Risk Management Director and meets regularly. The IMSC includes a number of senior leaders from several areas such as IT, IT Security, Legal, and Audit, including the Chief Information Security Officer, the Privacy Director and Data Protection Officer, and the Director of Internal Audit. This Committee is responsible for developing and overseeing strategies to help TJX’s Information Management Program enhance the overall privacy, information security, and records management posture of TJX. Management responsible for our IT functions report to our Audit Committee and Board at least quarterly about these issues, and our Chief Risk and Compliance Officer and Chief Information Security Officer regularly meet with the Board and the Audit Committee.

While the cybersecurity threat landscape is constantly evolving and no retailer can guarantee perfect security, we utilize a variety of strategies and techniques designed to reduce the risk of unauthorized access to our organization’s confidential and sensitive data (including customer data) and systems. This approach includes threat actor emulation, penetration testing, tabletop exercises, security awareness and training programs for TJX Associates (e.g., simulated phishing campaigns), specialized training for cybersecurity personnel, encrypting certain types of personal ~~integrity~~information and controlling access to TJX facilities and systems, among other threat- and risk-based safeguards. Our Internal Audit department performs audits that address compliance with TJX information security policies and standards and, along with other teams, reviews certain third-party service providers with respect to their security practices concerning personal information.

Our cybersecurity program is informed by information security benchmarks and frameworks such as the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF). We are assessed annually by a third party for compliance with the Payment Card Industry Data Security Standard (PCI-DSS) and for compliance with certain applicable legal and regulatory requirements and we periodically self-assess various functional areas of our organization in accordance with appropriate cybersecurity frameworks. We maintain a privacy and cyber risk insurance policy to help address risk of loss due to certain types of cybersecurity incidents (e.g., cyber extortion, ransomware, privacy and/or cybersecurity breach). In the last three years, we have not experienced any cybersecurity incident that has been material to the results of our operations or that has caused us to incur any material expenses.

COMPENSATION PROGRAM RISK ASSESSMENT

In addition to 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 FY23, the Compensation Committee conducted a compensation risk assessment that covered overall compensation policies and practices for TJX’s Associates and determined that they do not give rise to risks that are reasonably likely to have a material adverse effect on TJX. The Compensation Committee’s assessment considered what risks could be created or exacerbated by our executive and broad-based compensation plans and arrangements worldwide; how those potential ~~contributions~~risks are monitored, mitigated, and managed; and whether those potential risks are reasonably likely to have a material adverse effect on TJX.

The assessment was led by our Chief Risk and Compliance Officer, whose responsibilities include leadership of our enterprise risk management process, in coordination with our internal legal team, and included consultation with and input from senior executives, the Compensation Committee’s independent compensation consultant, and external legal counsel. The assessment considered, among other things, factors intended to mitigate risk at TJX, including:

•Board and Committee oversight;

•the Compensation Committee’s use of an independent compensation consultant;

•compensation mix, caps on payouts, and emphasis on performance-based pay;

•market checks;

•Associate communications and training; and

•our clawback policy, hedging and pledging prohibitions, and other company policies, internal controls, and risk management initiatives.

The assessment also considered the balance of potential risks and rewards related to our compensation programs and the role of those programs in implementing our corporate strategy.


2023 Proxy Statement			17

Corporate Governance

OTHER BOARD PRACTICES

BOARD AND COMMITTEE EVALUATIONS

The Board believes it is important to have highly engaged directors and that the Board’s skills and experience be aligned with the changing needs of the Company for current and future business environments. Our Corporate Governance Committee oversees the annual performance evaluation of the Board as a ~~whole. In addition,~~whole, our Executive Chairman, our independent Lead Director, and each of our individual directors, as well as the process for annual Committee self-evaluations. These evaluation processes, including format and scope of questions, are reviewed annually by 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 above under~~Nominees and Their Qualifications~~.

Committee.

Currently, this annual evaluation process generally includes:



1	2	3	4

Commencing annual Board evaluation of individual directors and of the Board overall with one-on-one interviews or written evaluations, focusing on consideration of Board skills and practices and the future needs of the Board.	Reviewing and assessing responses to formal inquiry and each director’s observations and feedback on Board effectiveness; determining opportunities for continued development as well as recommendations and opportunities for the Board.	Robust discussion with the Board collectively and with individual directors to consider actionable opportunities and implementation timelines, including suggestions for meeting topics, meeting format, and other administrative topics.	Conducting separate annual self-assessment of each independent Committee, including the Committee Chairman, with the formal process overseen by the Corporate Governance Committee.

IDENTIFYING DIRECTOR CANDIDATES

The Corporate Governance Committee’s process for identifying and evaluating candidates, including candidates recommended by ~~stockholders, includes~~shareholders, involves regularly and actively seeking ~~to identify~~ qualified ~~individuals by various means that~~individuals. Our Committee Chair may ~~include reviewing~~consider recommendations from several sources, such as current Board members, management or other Associates, shareholders, and industry contacts; may review lists of ~~possible~~potential candidates from third-party sources, such as ~~chief executive officers of public companies or~~ leaders of finance or other ~~industries; considering proposals from a range~~industries and senior executives of ~~sources, such as the Board of Directors, management, Associates, stockholders~~public companies; and ~~industry contacts; and engaging~~may engage a third-party search firm to expand ~~our~~the Committee’s search and assist in compiling information about possible candidates. ~~Mr. Herrman was nominated to be a director by our Corporate Governance Committee and then elected by the full Board effective in October 2015 as part of our succession planning.~~

The Corporate Governance Committee has a policy for ~~stockholder~~shareholder recommendations of candidates for director nominees, which is available on our website. Any ~~stockholder~~shareholder may submit, in writing, one candidate for consideration for each ~~stockholder~~shareholder meeting at which directors are to be elected. ~~Stockholders~~Shareholders wishing to recommend a candidate must submit the recommendation by a date not later than the ~~120~~^th120th calendar day before the first anniversary of the date that we released our proxy statement to ~~stockholders~~shareholders in connection with the previous year’s ~~Annual Meeting.~~annual meeting. Recommendations should be sent to the Corporate Secretary of ~~TJX,~~ TJX:

Office of the Secretary/Legal Department
The TJX Companies, Inc.,
770 Cochituate Road
Framingham, Massachusetts ~~01701.~~ 01701

As described in the policy, a recommendation must provide specified information about the candidate as well as certifications from, and consents and agreements of, the candidate. The Corporate Governance Committee evaluates candidates for the position of director recommended by ~~stockholders~~shareholders 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 216,000 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, inclusion 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


18			The TJX Companies, Inc.

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 and complex 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 accomplishments; integrity; 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 continue the success of our business and represent stockholder interests through the exercise of sound judgment using its collective diversity of experience. We value the many kinds of diversity reflected in our Board and nominees.

~~Majority Voting.~~

MAJORITY VOTING FOR ELECTION OF DIRECTORS

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 require any incumbent nominee for director to provide an irrevocable contingent resignation to the Corporate Secretary of TJX at least 14 days in advance of the distribution date for proxy solicitation materials for the ~~stockholder~~shareholder meeting at which such director is expected to be nominated to stand for election. This resignation would be effective only if (a) the director fails to receive the requisite majority vote in an uncontested election and (b) the Board accepts the resignation. Our Corporate Governance Principles provide procedures for the consideration of this kind of resignation by the Board. Within 90 days of the date of the annual meeting of ~~stockholders,~~shareholders, 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~~shareholders and will take what it deems to be appropriate action, which may include accepting or rejecting the resignation or taking further measures to address those concerns that were the basis for the underlying ~~stockholder~~shareholder vote.

~~Board Service Policies.~~ ~~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~~



BOARD SERVICE POLICIES We believe it is important for our directors to dedicate sufficient time and efforts to our Company and have interests aligned with our shareholders. The Committee requires nominees to be able to devote the necessary time and attention to the duties of a director, prepare for and attend meetings, and tend to other director responsibilities. We have a number of policies relating to Board service in our Corporate Governance Principles and other governance documents, including: Outside Board Policies. Directors who are CEOs of public companies should not serve on more than one additional public company board besides the company of which they are CEO, and no director should serve on more than three public company boards in addition to the TJX Board (four total). Members of the Audit Committee should not serve on the audit committee of more than two other public companies. Other Board Policies.When a director’s principal occupation or business association changes during their tenure as a director, the director is required to tender their resignation from the Board, and the Corporate Governance Committee will recommend to the Board any action to be taken on the resignation. Board and Committee Meeting Attendance. Directors are expected to attend at least 75% of the meetings of the Board and any Committees of which they are a member. In addition, the Board has a general practice of encouraging directors to attend all Committee meetings, regardless of committee membership. Annual Meeting Attendance.It is our policy that all directors standing for reelection are expected to attend the annual meeting of shareholders. All of our directors standing for reelection at the 2022 Annual Meeting were in attendance. Stock Ownership. Directors are subject to stock ownership guidelines as detailed in our Corporate Governance Principles.


2023 Proxy Statement			19

Corporate Governance ~~Principles, directors who are CEOs~~

BOARD LEADERSHIP AND COMMITTEES

Ernie Herrman

Carol Meyrowitz

Alan M. Bennett

CHIEF EXECUTIVE OFFICER AND PRESIDENT

EXECUTIVE CHAIRMAN

LEAD DIRECTOR

Key Responsibilities: Lead complex multi-banner global business; oversee TJX executive functions throughout the global organization; establish, drive, and assess strategic initiatives and long-term corporate strategy; drive long term profitable growth; champion TJX culture; oversee and support development of senior management team

Key Responsibilities: Serve as Chairman of Board, planning and leading Board meetings; as an active and integral member of senior executive team, provide strategic advice and industry insights and expertise to drive long-term growth

Key Responsibilities: Provide independent Board leadership through management of executive sessions and coordination on Board meeting topics and planning; offer guidance and oversight through regular communications with independent directors, the CEO, the Executive Chairman and other executive leaders

Our Board has separated the role of ~~public companies should not serve on more than two boards of public companies besides their own~~CEO and ~~no director should serve on more than five boards of public companies, including~~Chairman. As the ~~TJX Board. Under our Audit Committee Charter, members~~Board prefers to maintain the flexibility to determine the leadership structure that serves the best interests of the ~~Audit Committee should~~Company and our shareholders, we do not ~~serve~~have a formal policy on ~~more than two audit committees~~separation of ~~other companies. When a director’s principal occupation or~~the CEO and Chairman roles and review our leadership structure on an annual basis. Carol Meyrowitz has served as Chairman of the Board since June 2015 and as Executive Chairman since the beginning of fiscal 2017 when Ernie Herrman succeeded her as Chief Executive Officer. Ms. Meyrowitz has wide-ranging, in-depth knowledge of our business ~~association changes during his or~~arising from her ~~tenure as a director, our Corporate Governance Principles~~many years of service to TJX. As Executive Chairman, she has provided, and is expected to continue to provide, ~~that the director is required~~effective leadership to ~~tender his or her resignation from~~ the Board and, in her role as an executive officer of the ~~Corporate Governance Committee will recommend to the Board any action to be taken with respect to the resignation.~~

~~Board Committees~~Company, advice and ~~Meetings~~

~~Board Attendance.~~ ~~During fiscal 2016, our Board met seventimes. The independent directors also met separately at regularly scheduled executive sessions. It is our policy, included~~industry expertise and support for management.

As provided in our Corporate Governance Principles, because our current Chairman is not independent, our independent directors have elected an independent Lead Director, Alan Bennett, to serve as a liaison between the independent directors, the Executive Chairman, and management. The Board believes that ~~all directors standing for reelection~~the separate roles of Chairman, Chief Executive Officer, and Lead Director best serve the current needs and are ~~expected to attend~~in the ~~annual meeting~~best interest of ~~stockholders. All directors who stood for reelection at the 2015 Annual Meeting were in attendance.~~

TJX’s business and shareholders.



LEAD DIRECTOR ROLE The duties of our Lead Director include:

•Meeting at least quarterly with our Chief Executive Officer and Executive Chairman •Meeting with other executives and senior leadership as necessary •Generally attending regular management business review meetings •Approving Board meeting schedules and agendas •Scheduling meetings and setting agendas for discussions of the independent directors •Presiding at meeting sessions of the independent directors •Presiding at meetings of the Board in the absence of the Executive Chairman •Attending the meetings of each Board Committee •Serving as a liaison between independent directors and executive management •Coordinating with and supporting Committee Chairs, including through additional meetings •Undertaking other responsibilities designated by the independent directors, or as otherwise considered appropriate


20			The TJX Companies, Inc.

Corporate Governance

COMMITTEES OF THE BOARD

The Board of Directors has five standing ~~committees:~~Committees: Audit, Compensation, Corporate Governance, Finance, and an Executive ~~Executive Compensation and Finance.~~Committee, each described in more detail below. All members of the Audit, Compensation, Corporate Governance, ~~Executive Compensation~~ and Finance Committees are ~~independent directors. Each of our~~non-employee directors ~~attended at least 75% of all meetings of~~and meet the independence standards adopted by the Board ~~and committees of which he or she was then a member.~~in compliance with NYSE listing standards for that Committee. The Executive Committee includes our Executive Chairman, who is not independent. While each ~~committee~~Committee has specific, designated responsibilities, each ~~committee~~Committee may act on behalf of the entire Board to the extent designated by the respective charter or otherwise by the Board. The ~~committees~~Corporate Governance Committee annually reviews and makes recommendations on the composition of our standing Committees.

Each director attended at least 75% of all FY23 meetings of the Board and Committees of which they were then members. Our Committees also regularly invite all other Board members to join their meetings and, as necessary, otherwise report on their activities to the entire Board. The full Board met six times in FY23. The table below provides information about current membership and the meetings of ~~these committees~~the Committees during ~~fiscal 2016:~~

Name
         Audit          Corporate
    Governance            Executive        Executive
    Compensation            Finance
Zein Abdalla(1)
      +          +
José B. Alvarez
   +          +
Alan M. Bennett
            *    +
Bernard Cammarata(2)
         *
David T. Ching
   +    +
Ernie Herrman

Michael F. Hines
   *             +
Amy B. Lane
   +       +       *
Carol Meyrowitz(3)
         *
John F. O’Brien(4)
         +    +
Willow B. Shire
      *       +
William H. Swanson(5)
            +
Number of meetings
during fiscal 2016
   11    5    -    9    4

FY23:

Name

Audit

Corporate Governance

Compensation

Finance

Executive

José B. Alvarez

Alan M. Bennett

Rosemary T. Berkery

David T. Ching

C. Kim Goodwin

Ernie Herrman

Michael F. Hines

Amy B. Lane

Carol Meyrowitz

Jackwyn L. Nemerov

Number of meetings during fiscal 2023

*
			Committee ~~Chairman~~Chair
			Committee Member

~~(1)~~	~~Mr. Abdalla joined the Finance Committee in June 2015.~~
2023 Proxy Statement			21

Corporate Governance

~~(2)~~

			Audit Committee

			Mr. ~~Cammarata served as Chairman of the Board~~Hines, Chair; Ms. Berkery; Mr. Ching; Ms. Goodwin; and ~~as Chairman of the Executive Committee until his retirement from the Board in June 2015.~~Ms. Lane

~~(3)~~

~~Ms. Meyrowitz was elected Chairman of the Board and Chairman of the Executive Committee in June 2015.~~

~~(4)~~

~~Mr. O’Brien served on the Executive Compensation Committee until June 2015.~~

~~(5)~~

~~Mr. Swanson is not standing for election at the 2016 Annual Meeting.~~

~~Audit Committee.~~ ~~(Mr. Hines,~~~~Chairman~~~~; Mr. Alvarez; Mr. Ching; Ms. Lane)~~

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements and assists the Board in its oversight of the ~~financial reporting process. Each member~~integrity 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.Company’s financial statements. The Audit Committee’s responsibilities include, among other things:

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

•monitoring our system of internal financial controls and accounting practices;

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

•overseeing our compliance and ethics programs;

~~selecting, retaining, approving~~•assisting the ~~compensation of, overseeing and if necessary, replacing the independent registered public accounting firm, evaluating the performance~~Board in its oversight of the ~~independent registered public accounting firm, including the lead audit partner;~~Company’s enterprise risk management program;

•review risks related to information systems, information security, data privacy, and cybersecurity;

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

•selecting, retaining, negotiating, and approving the compensation of, overseeing, and if necessary, replacing, the independent registered public accounting firm;

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

~~reviewing~~ •other matters as the Board ~~deems~~considers appropriate.

As part of these responsibilities, 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~~is 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

			Ms. Berkery, Chair; Mr. Alvarez; Mr. Bennett; and Ms. Nemerov

The Compensation ~~Committee~~. ~~(Mr. Bennett,~~~~Chairman~~; Mr. Alvarez; Ms. Shire; Mr. Swanson) 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 and 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 applicable law, regulations and listing standards. The ECC’sCommittee’s responsibilities include, among other things:

•reviewing and approving the structure and philosophy of compensation of the Chief Executive Officer, other executive officers, and senior Associates;

•approving the compensation and benefits, including equity awards, ~~of stock options,~~ bonuses, and other awards and incentives, of our executive officers and other Associates in those categories as are from time to time identified by the ~~ECC;~~Compensation Committee;

•determining the compensation and benefits of the Chief Executive Officer, including equity awards, ~~of stock options,~~ bonuses, and other awards and incentives, based on the evaluation by the Corporate Governance Committee of the ~~performance of the~~ Chief Executive ~~Officer~~Officer’s performance and such other factors as the ~~ECC~~Compensation Committee deems relevant;

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

•approving the terms of employment of our executive officers, including employment and other agreements with such officers;

~~reviewing and undertaking other matters that the Board or the ECC deems appropriate, such as the review of our succession plan for the Chief Executive Officer and other executive officers; and~~

•overseeing the administration of our incentive plans and other compensatory plans and funding ~~arrangements.~~arrangements;

~~The ECC also reviews~~

•assisting the Board in its oversight of human capital matters with respect to the compensation and benefits of our Associates;

•reviewing broad-based talent and rewards strategies and practices for our Associates relating to such matters and categories of Associates as are from time to time identified by the Compensation Committee;

•reviewing and discussing with management the risks associated with our overall compensation policies and practices, including an annual risk assessment of compensation policies and practices for our ~~Associates to determine whether they give rise to risks which are reasonably likely to have a material adverse effect on the Company. See~~~~Compensation Program Risk Assessment,~~~~below.~~

~~Corporate Governance Committee.~~ ~~(Ms. Shire,~~~~Chairman;~~~~Mr. Abdalla; Mr. Ching) The Corporate Governance Committee is responsible for recommending nominees to serve as members of our Board~~Associates; and ~~for overseeing our corporate governance practices. Each member of the Corporate Governance Committee is a non-employee director~~

•reviewing and ~~meets the independence standards adopted by~~undertaking other matters that the Board ~~in compliance with NYSE~~or the Compensation Committee deems appropriate.

Pursuant to its charter, the Compensation Committee may delegate its authority to a subcommittee or to such other person that the Compensation Committee determines is appropriate and is permitted by applicable law, regulations, and listing standards.


22			The TJX Companies, Inc.

Corporate Governance ~~Committee operates under the terms of a written charter which is reviewed by the members of the committee annually.~~



			Corporate Governance Committee

			Ms. Nemerov, Chair; Mr. Alvarez; and Mr. Ching

The Corporate Governance Committee’s responsibilities include, among other things:

•recommending director nominees to the Board;

•developing, recommending to the Board, and reviewing corporate governance principles;

~~reviewing our policies with respect to significant issues~~•assisting the Board in its oversight of ~~corporate social and public responsibility, including political contributions and activities,~~the Company’s strategies concerning significant environmental and ~~sustainability activities~~social matters affecting the Company and ~~charitable giving;~~its business;

•considering matters raised by shareholder proposals submitted to the Company;

•reviewing practices and policies with respect to directors ~~including retirement policies, the size of the Board~~ and the ~~meeting~~structure and frequency of ~~the~~ Board ~~and~~ meetings;

•reviewing the functions, duties, and composition of the ~~committees~~Committees of the Board and making recommendations regarding compensation for Board and ~~committee~~Committee members;

•recommending processes for the annual evaluations of the performance of the Board, each individual director, the Chairman of the Board, the independent Lead Director, and each ~~committee~~Committee and its ~~chair;~~Chair and overseeing the evaluation processes;

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

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

~~Executive~~



			Finance Committee

			Ms. Lane, Chair; Mr. Bennett; Ms. Goodwin; and Mr. Hines

The Finance Committee. ~~(Ms. Meyrowitz,~~~~Chairman~~~~; Ms. Lane; Mr. O’Brien)~~ is responsible for reviewing and making recommendations to the Board relating to our financial activities and condition. The Finance Committee’s responsibilities include, among other things:

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

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

•reviewing investment policies as well as the performance and actuarial status of our pension and other retirement benefit plans.



			Executive Committee

			Ms. Meyrowitz, Chair; Mr. Bennett, Lead Director; and Ms. Lane

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~~ The Executive Committee. ~~(Ms. Lane,~~~~Chairman~~~~; Mr. Abdalla; Mr. Bennett; Mr. Hines) The Finance~~ did not meet during FY23.

More details about each 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~~can be found in their respective charters, which ~~is reviewed by the members of the committee annually. The Finance Committee’s responsibilities include, among other things:~~

are available on TJX.com.

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

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


2023 Proxy Statement			23

~~reviewing investment policies as well as the performance and actuarial status of our pension and other retirement benefit plans.~~

~~Board Leadership Structure~~.

Corporate Governance

GOVERNANCE AND ETHICS POLICIES AND PRACTICES

Our Board annually elects a director to serve as Chairman of the Board of Directors. Carol Meyrowitz, Chief Executive Officer of TJX through fiscal 2016, became Chairman in June 2015. Starting at the beginning of fiscal 2017, Ernie Herrman became Chief Executive Officer and Ms. Meyrowitz continued as Chairman of the Board and an executive officer of TJX in the role of Executive Chairman. Consistent

~~with our~~ Corporate Governance Principles, ~~because~~Global Code of Conduct, Code of Ethics for TJX Executives, Director Code of Business Conduct and Ethics, and charters for our ~~current Chairman is not independent,~~Audit, Compensation, Corporate Governance, Executive, and Finance Committees are available on our ~~independent directors have elected an independent Lead Director, John F. O’Brien. In his role as Lead Director, Mr. O’Brien, among other duties:~~

~~meets at least quarterly with our Chief Executive Officer and Executive Chairman, and with other senior officers as necessary;~~

~~attends regular management business review meetings;~~

~~schedules meetings of the independent directors, presides at meetings of the Board at which the Executive Chairman is not present, including meetings of the independent directors;~~

~~serves as a liaison between the independent directors and the Executive Chairman and management and approves Board meeting schedules and agendas;~~

~~attends the meetings of each Board committee; and~~

~~undertakes other responsibilities designated by the independent directors.~~

~~The Board believes that the separate roles of Mr. O’Brien, Ms. Meyrowitz and Mr. Herrman are~~website, TJX.com, in the ~~best interests~~Investors section under Governance: Governance Documents. Please refer to TJX.com for further details regarding the charters for the committees described above.

CORPORATE GOVERNANCE PRINCIPLES

Our Corporate Governance Principles provide expectations and guidelines for our Board, such as duties and expectation of ~~TJX~~service, including commitment of time, qualifications for independence, evaluation of performance, framework for meetings, Committee structure, stock ownership guidelines, and ~~its stockholders. Mr. O’Brien, as Lead Director, provides independence in TJX’s~~other elements of our Board ~~leadership, as provided in~~governance. Our Corporate Governance Committee reviews 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. Ms. Meyrowitz, as Executive Chairman, has wide-ranging, in-depth knowledge of our business arising from her many years of service to TJX, and as a result has provided, and we believe will continue to provide, effective leadership to the Board and support for Mr. Herrman, as CEO, and for other members of management.

~~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 at Board meetings. In general terms:

•

~~The Board~~ reviews strategic, financial and execution risks and exposures associated with the annual plan and multi-year plans; any major litigation and other matters that may present material risk to our operations, plans, prospects or reputation; acquisitions and divestitures and senior management succession planning and receives regular reports from our Chief Risk and Compliance Officer.

•

~~The Audit Committee~~ reviews risks associated with financial and accounting matters, including financial reporting, accounting, disclosure, internal controls over financial reporting, ethics and compliance programs, compliance with orders and data security and receives regular reports from our Chief Risk and Compliance Officer.

•

~~The ECC~~ ~~reviews risks related to executive compensation and the design of compensation programs, plans and arrangements.~~

•

~~The Corporate Governance Committee~~ ~~reviews risks related to Board and CEO evaluations and management succession.~~

•

~~The Finance Committee~~ reviews risks related to financing plans, investment policies, capital structure and liquidity, foreign currency exchange and commodity hedging policies, and investment performance, asset allocation strategies and funding of our pension and retirement benefit plans.

~~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 2016, the ECC reviewed TJX’s Associate 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 what risks could be created or encouraged by our executive and broad-based compensation plans and arrangements worldwide, how those potential risks are monitored, mitigated and managed and whether those potential risks are reasonably likely to have a material adverse effect on TJX. The assessment was led by our Chief Risk and Compliance Officer, whose responsibilities include leadership of our enterprise risk management process, and included consultation with and input by, among others, executive officers, senior human resources and financial executives, the ECC’s independent compensation consultant and internal and external legal counsel. The assessment considered, among other things, factors intended to mitigate risk at TJX, including Board and committee oversight, use of an independent compensation consultant, market checks, compensation mix, emphasis on objective performance-based pay, caps on payouts, company policies, and internal controls and risk management initiatives, and the balance of potential risks and rewards related to our compensation programs and the role of those programs in implementing our corporate strategy.

~~Codes of Conduct and Ethics and Other Policies~~

~~Global Code of Conduct for Associates~~.annual basis.

GLOBAL CODE OF CONDUCT

We have a Global Code of Conduct that sets out our expectations for how Associates conduct business, including their interactions with each other, our ~~Associates that requires~~customers, and our communities. We expect Associates to ~~conduct our business~~operate with ~~integrity.~~honesty and integrity and treat others with dignity and respect. Our Global Code of Conduct ~~covers~~prohibits harassment, discrimination, and retaliation and addresses 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. Our directors are also subject to this Global Code of Conduct. We have a ~~Code of Conduct~~TJX helpline to allow Associates to voice ~~their~~any concerns. We also have procedures for Associates and other stakeholders to report complaints regarding accounting and auditing matters, which are available on ~~our website, www.tjx.com.~~

~~Code of Ethics for~~TJX.com.

CODE OF ETHICS FOR TJX ~~Executives and~~EXECUTIVES AND DIRECTOR CODE OF BUSINESS CONDUCT AND ETHICS

We have a Director Code of Business Conduct and Ethics. that is designed to promote honest and ethical conduct; compliance with applicable laws, rules, and regulations; and the avoidance of conflicts of interest for our Board members. We also have a Code of Ethics for TJX Executives governing our Executive Chairman, Chief Executive Officer and 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 that is designed to promote honest and ethical conduct, compliance with applicable laws, rules and regulations and the avoidance of conflicts of interest for our Board members. We intend to disclose any future amendments to, or waivers from, the Code of Ethics for TJX Executives orand the Director Code of Business Conduct and Ethics, as required, within four business days of the waiver or amendment through a posting on our website or by filing a Current Report on Form 8-K with the ~~Securities and Exchange Commission, or~~ SEC.

~~Stock Ownership Guidelines for Directors~~.

STOCK OWNERSHIP GUIDELINES FOR DIRECTORS

Our Corporate Governance Principles provide that a non-employee director is expected to attain stock ownership with a fair market value equal to at least five times the annual retainer paid to the director within five years of initial election to the Board. ~~New board members are also expected to acquire at least $10,000 of our common stock outright upon joining the Board.~~ As described further ~~on page 33~~ in the~~Compensation Discussion and Analysis~~ ~~section, our executives are~~ CD&A, we also ~~subject to~~have stock ownership ~~guidelines.~~guidelines that apply to our executive officers. As of April ~~11, 2016,~~13, 2023, all of our directors and executive officers were in compliance with our ownership guidelines.

~~Board Annual Performance Reviews.~~ ~~We have a comprehensive review process for evaluating~~

HEDGING AND PLEDGING PROHIBITIONS

TJX policy prohibits our directors and executive officers from engaging in hedging or pledging transactions (including holding shares in margin accounts) with respect to TJX stock. Certain other designated Associates, including those eligible to receive awards under the performance of our Board and our directors. Our Corporate Governance Committee oversees the annual performance evaluation of the entire Board, our Chairman, our independent Lead Director, each of our committees and its chair, and each of our individual directors. We review our process annually. In addition, each of our independent committees conducts an annual self-assessment.

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

value of environmentally sound business practices throughout our operations, including energy and water conservation as well as recycling and waste reduction efforts. We understand that strong, sustainable business practices are important to our stakeholders, including stockholders, Associates, customers and the communities in which we work, and we work hard to evolve and improve our programs each year. Our corporate responsibility report, which highlights efforts we have made in these initiatives, is available on our website, www.tjx.com, in the Corporate Responsibility section.

~~Online Availability of Information~~

Our Corporate Governance Principles, Global Code of Conduct, Code of Ethics for TJX Executives, Director Code of Business Conduct and Ethics, and charters for our Audit, Corporate Governance, Executive, Executive Compensation and Finance Committees are available on our website, www.tjx.com, in the Corporate Responsibility: Responsible Business: 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 Our Board~~

Security holders and other interested parties may communicate directly with our 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 communicationssubject to the relevant group or individual at or prior to the next Board meeting. Stockholders and others can communicate complaints regarding accounting, internal accounting controls or auditing matters by writing to the Audit Committee, c/o same prohibitions.


24			The TJX Companies, Inc.

Corporate ~~Internal Audit Director, The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701.~~

~~Transactions with Related Persons~~

Governance

TRANSACTIONS WITH RELATED PERSONS

Under its charter, the Corporate Governance Committee is responsible for overseeing, reviewing, and approving ~~or ratifying~~ any transaction in which, in addition to TJX, any of our directors, director nominees, executive officers (or their immediate family members), or any greater than 5% ~~stockholders~~shareholders (or their immediate family members) is a participant and 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 Corporate Governance Committee may deem relevant. Our ~~General Counsel’s~~Corporate Secretary’s office is primarily responsible for the implementation of processes and procedures for screening potential transactions and providing information to the Corporate Governance Committee. During ~~fiscal 2016, Charles Bairos, brother-in-law~~FY23, TJX employed an adult child of Ms. Meyrowitz, ~~our CEO~~an adult child and ~~a director during fiscal 2016, and Barbara House, sister-in-law~~the spouse of an adult child of Mr. ~~Sherr,~~Canestrari, and an ~~executive officer, were employed by TJX. They~~adult child of Mr. Sherr. These Associates received compensation ~~from us, including salary~~ for ~~fiscal 2016~~FY23 and the beginning of ~~fiscal 2017~~FY24 valued at approximately $208,373, $171,535, $190,708, and ~~incentive compensation (cash and equity) earned for fiscal 2016,~~$149,005, respectively, consistent with other Associates at their ~~respective~~ levels and ~~responsibilities, totaling approximately $207,600and $299,500, respectively.~~responsibilities. They ~~each~~ also participated in ~~company~~Company benefit plans, ~~generally available to~~consistent with similarly situated Associates. Lisa Cammarata, daughter of Mr. Cammarata, our Chairman until June 2015, is an executive and principal of a vendor from which TJX acquires merchandise from time to time. TJX purchased approximately $4.5million in merchandise from that vendor during fiscal 2016 through the beginning of fiscal 2017. As described below in ~~Beneficial~~ the Stock Ownership, section, The Vanguard Group, Inc. reported that it was the beneficial owner of more than 5% of TJX’s outstanding common stock. TJX expects to pay The Vanguard Group, Inc. and its affiliates approximately ~~$375,000~~$3.6 million for services primarily provided during ~~the second half of fiscal 2016~~FY23 and estimated for the first quarter of ~~fiscal 2017~~FY24 in connection with TJX’s retirement savings plans (including recordkeeping, trustee, and related services). Our Corporate Governance Committee discussed and approved ~~or ratified~~ these transactions, consistent with our review process described above.

COMMUNICATING WITH OUR BOARD

We are interested in hearing from our shareholders and communicate regularly with shareholders throughout the year. Security holders and other interested parties may communicate directly with our Board, the non-management directors or the independent directors as a group, the Lead Director, or any other specified individual director or directors.

To contact us, address your correspondence to the individual or group you would like to reach and send it to us, c/o the Corporate Secretary, who will forward these communications to the appropriate group or individual:

Office of the Secretary/Legal Department
The TJX Companies, Inc.
770 Cochituate Road
Framingham, Massachusetts 01701

Shareholders and others can communicate complaints regarding accounting, internal accounting controls, or auditing matters by writing to the Audit Committee, ~~Report~~

The 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 NYSE 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.

~~We met 11 times during fiscal 2016, including fourmeetings held with TJX’s Chief Financial Officer, Corporate Controller,~~c/o 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 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~~Director, The TJX as of and for fiscal 2016 with management and PwC. We received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the independent accountant’s communications with the audit committee concerning independence 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 reviewed and discussed with PwC communications required by the Standards of the PCAOB (United States)~~Companies, Inc., as described in PCAOB 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.

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 2016 for filing with the SEC. We also have selected PwC as the independent registered public accounting firm for fiscal 2017, subject to ratification by TJX’s stockholders.

770 Cochituate Road, Framingham, Massachusetts 01701.


2023 Proxy Statement			25

PROPOSAL 2:

RATIFICATION OF AUDITOR

The Audit Committee of our Board of Directors has appointed PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the fiscal year ending February 3, 2024. PwC has been retained as TJX’s independent registered public accounting firm since 1962. We are asking shareholders to ratify PwC’s appointment. A representative of PwC is expected to attend the Annual Meeting and will have the opportunity to make a statement if they wish to do so. The representative will also be available to answer questions from shareholders submitted in advance per the instructions detailed on p. 83. The members of the Audit Committee and Board believe that the continued retention of PwC to serve as the Company’s independent external auditor is in the best interests of the Company and its shareholders.

The Board of Directors unanimously recommends that you vote FOR Proposal 2.



~~Michael F. Hines,~~~~Chairman~~
~~José B. Alvarez~~
~~David T. Ching~~
~~Amy B. Lane~~

~~Auditor Fees~~

AUDITOR FEES

The aggregate fees ~~that TJX was billed~~ for professional services rendered by PwC for fiscal ~~2016~~2023 and fiscal ~~2015~~2022 were:

In thousands    2016    2015
Audit
   $ 7,810       $ 6,588
Audit Related
   781       1,017
Tax
   1,155       861
All Other
   206       73
Total
   $ 9,952       $ 8,539


(In thousands)	Fiscal 2023			Fiscal 2022
Audit		$	9,082		$	8,808
Audit-Related		608			648
Tax		743			915
All Other		296			296
Total		$	10,729		$	10,667

•Audit fees were for professional services rendered for the audits of TJX’s consolidated financial statements ~~including~~and internal controls over financial ~~statement schedules and~~reporting, statutory and subsidiary audits, review of ~~documents filed with the SEC, review of~~TJX’s quarterly consolidated financial statements, and ~~opinions on the effectiveness of internal control over financial reporting and in fiscal 2015 providing a comfort letter in connection with TJX’s issuance of notes.~~

~~Audit related fees were for~~ consultations concerning financial accounting and reporting ~~standards,~~standards.

•Audit-related fees were for TJX foundations audits, internal controls assessment and employee benefit plan ~~and medical claims audits and due diligence assistance.~~audits.

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

•All other fees for fiscal 2023 were primarily for services ~~during fiscal 2016~~ related to our environmental sustainability ~~program~~reporting and ~~foreign exchange~~a subsidy grant audit. Fiscal 2022 fees were primarily for environmental sustainability reporting and ~~for services during both fiscal 2016 and fiscal 2015 related to our conflict minerals program and training for our internal audit department.~~benefit claims audits.

The Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of PwC. 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 ~~chairman,~~chair, who reports the decisions made to the full Audit Committee at its next scheduled meeting.

PRE-APPROVAL POLICIES

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 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 11, 2016, 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:


~~Name~~ 26			~~Number of~~ ~~Shares~~
~~Zein Abdalla~~	~~16,452~~
~~José B. Alvarez~~	~~39,717~~
~~Alan M. Bennett~~	~~44,295~~
~~David T. Ching~~	~~39,747~~
~~Scott Goldenberg~~	~~108,316~~
~~Ernie Herrman~~	~~559,300~~
~~Michael F. Hines~~	~~52,558~~
~~Amy B. Lane~~	~~51,246~~
~~Michael MacMillan~~	~~40,000~~
~~Carol Meyrowitz~~	~~691,577~~
~~John F. O’Brien~~	~~113,040~~
~~Richard Sherr~~	~~115,000~~
~~Willow B. Shire~~	~~73,143~~
~~William H. Swanson~~	~~6,784~~
~~All Directors and Executive Officers as a Group (15 Persons)~~	~~2,019,899~~	The TJX Companies, Inc.

~~The total number~~

Proposal 2: Ratification of ~~shares beneficially owned by each individual and by the group above constitutes, in each case, less than 1% of the outstanding shares. The amounts above reflect sole voting and investment power.~~

~~Shares listed in the above table:~~

Auditor

Include vested deferred shares (and estimated deferred shares for accumulated dividends) held by the following directors: Mr. Abdalla 6,169; Mr. Alvarez 37,858; Mr. Bennett 39,136; Mr. Ching 25,174; Mr. Hines 41,399; Ms. Lane 34,779; Mr. O’Brien 52,909; Ms. Shire 55,820; Mr. Swanson 1,543 and all directors and executive officers as a group 294,787. Shares include 1,159 estimated deferred shares (and estimated deferred shares for accumulated dividends) that are scheduled to vest within 60 days of April 11, 2016 held by each of Mr. Abdalla, Mr. Alvarez, Mr. Bennett, Mr. Ching, Mr. Hines, Ms. Lane, Mr. O’Brien, Ms. Shire and Mr. Swanson and 10,431 held by all directors and executive officers as a group.

Include shares of common stock that the following persons had the right to acquire on April 11, 2016 or within 60 days thereafter through the exercise of options: Mr. Goldenberg 20,923; Mr. Herrman 169,300; Ms. Meyrowitz 354,784; and all directors and executive officers as a group 562,463.

Include performance-based restricted shares that were subject to forfeiture restrictions as of April 11, 2016: Mr. Goldenberg 80,000; Mr. Herrman 390,000; Ms. Meyrowitz 140,371; Mr. Sherr 115,000; and all directors and executive officers as a group 765,371. Include 40,000 performance-based deferred shares scheduled to vest within 60 days of April 11, 2016 held by Mr. MacMillan. Shares listed do not include unvested performance-based deferred stock awards or restricted stock unit awards not scheduled to vest within 60 days of April 11, 2016.

~~The following table shows, as of April 11, 2016, each person known by us to be the beneficial owner of more than 5% of our outstanding common stock:~~

Name and Address of Beneficial Owner

    Number of Shares

  Percentage of Class
Outstanding
FMR LLC(1)
245 Summer Street
Boston, MA 02210
   44,333,251    6.6%
The Vanguard Group(2)
100 Vanguard Blvd.
Malvern, PA 19355
   41,772,762    6.2%
BlackRock, Inc.(3)
40 East 52nd Street
New York, NY 10022
   38,830,651    5.8%

~~(1)~~

Amounts based on ownership of FMR LLC at December 31, 2015 as indicated in the Schedule 13G/A filed by FMR LLC and Abigail P. Johnson with the SEC on February 12, 2016, which reflected that FMR LLC has sole voting power with respect to 3,525,547 of the shares and FMR LLC and Ms. Johnson have sole dispositive power with respect to 44,333,251 shares.

~~(2)~~

Amounts based on ownership of The Vanguard Group at December 31, 2015 as indicated in its Schedule 13G/A filed with the SEC on February 10, 2016, which reflected sole voting power with respect to 1,255,692 of the shares, shared voting power with respect to 68,500 of the shares, sole dispositive power with respect to 40,443,160 of the shares and shared dispositive power over 1,329,602 of the shares.

~~(3)~~

Amounts based on ownership of BlackRock, Inc. and certain subsidiaries at December 31, 2015 as indicated in its Schedule 13G/A filed with the SEC on February 10, 2016, which reflected sole voting power with respect to 31,613,389 of the shares and sole dispositive power with respect to 38,830,651 shares.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires our directors and executive officers to file reports of holdings and transactions in our common stock with the SEC and the 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, other than a delay in filing one Form 4 to report the grant of shares of restricted stock to Mr. Herrman in March 2015.

~~EXECUTIVE COMPENSATION~~

~~Compensation Discussion and Analysis~~

~~This section is organized into the following parts:~~

~~Executive Summary: Our Performance and Compensation Program Highlights~~

~~Overview of Process: How Compensation Decisions Are Made~~

~~Compensation Program Elements~~

~~Related Policies and Considerations~~

~~Executive Summary: Our Performance and Compensation Program Highlights~~

~~Our Performance~~

TJX is the leading off-price apparel and home fashions retailer in the United States and worldwide, with stores in nine countries, across three continents. Our management has led very strong performance at TJX through weak and strong economies. We believe our compensation program is critical to motivating our management to achieve our business goals. As our business continues to expand, we are working to deliver our value proposition in more markets, including in new geographies, which increases our operational complexity. We believe that a key component to our success is maintaining the ability to develop talent who can execute the fundamentals of our off-price business model and drive our long-term, global strategy across these varied markets. Our overall compensation philosophy is to create a balanced program to attract and retain top talent, motivate executives to achieve our business objectives, reward performance, emphasize variable, performance-based compensation through our incentive programs and maintain pay practices that help align the interests of our Associates and stockholders.

~~Fiscal 2016 was a successful year for TJX, reflecting our management’s strong execution of our business model.~~

Our Compensation Discussion and Analysis (CD&A) describes our executive compensation program, the processes followed by our Compensation Committee in net sales in fiscal 2016, 6% more than the previous year. We added a net of 219 new stores during fiscal 2016, continuing our growth across our geographies, including three new countries. Our total stockholder return was 9% for fiscal 2016 on top of 16% for the year before. Our market capitalization continued to grow, from $45.2 billion at the end of fiscal 2015 to $47.3 billion at the end of fiscal 2016.

~~Our three-~~determining executive compensation, and five-year compound annual growth rates for total stockholder return of 18% and 26%, respectively, again exceeded the performance of the general market (S&P 500) and that of our compensation peer group discussed in this proxy statement. In the same periods, our compound adjusted earnings per share growth* was 10% and 14%, surpassing that of our peer group.

~~Our CEO’s compensation continued to be aligned with our strong performance.~~

~~Our plan-based~~ compensation for ~~fiscal 2016 reflects~~ our ~~strong performance.~~

Annual Cash Incentive Plan Long Term Cash Incentive Plan
Performance-Based
Stock Awards
168.92% 116.33% ü
Payout for above target corporate
performance for FY16 Payout for above target
performance for FY14-FY16 cycle Performance conditions satisfied
for periods ending in FY16

* Notes on charts:

1. Adjusted earnings per share (EPS) of TJX excludes from diluted EPS from continuing operations computed in accordance with U.S. generally accepted accounting principles (GAAP) the positive and negative effects of items that affect comparability between periods. Several of the peer group members also report adjusted EPS, which are used in calculating the peer group averages. Peer group averages include only those companies with positive adjusted EPS in the most recent fiscal year or comparable period and excludes those companies that experienced corporate events that have resulted in restated financial statements from which we cannot reliably derive adjusted EPSNamed Executive Officers (NEOs) for the three- and five-year periods. Our fiscal 2011 adjusted EPS of $1.75 excludes the negative impact of $0.11 per share from operating losses and closing costs of A.J. Wright stores and $0.01 per share benefit for a reduction for Computer Intrusion related costs from GAAP EPS of $1.65. Our fiscal 2012 adjusted EPS of $1.99 excludes the negative impact of $0.06 per share from the A.J. Wright consolidations from GAAP EPS of $1.93. Our fiscal 2013 adjusted EPS of $2.47 excludes an estimated $0.08 per share benefit from the 53^rdweek from GAAP EPS of $2.55. Our fiscal 2014 adjusted EPS of $2.83 excludes an $0.11 per share tax benefit from GAAP EPS of $2.94. Our fiscal 2015 adjusted EPS of $3.16 excludes the impact of a second quarter debt extinguishment charge of $0.01 per share on GAAP EPS of $3.15.

2. In the CEO Pay for Performance chart, Total Compensation for our CEO for each fiscal year, Ms. Meyrowitz, consists of base salary, annual and long-term cash incentives (MIP and LRPIP) with performance periods ending in that fiscal year, stock options valued at grant date and performance-based stock awards valued at grant date and allocated to the year of the related performance and service. Reconciliations of adjusted EPS are included in the note above. Information reflected in this chart differs from, and is not a substitute for, the information presented in the Summary Compensation Table on page 36 of this proxy statement.

~~We announced our CEO succession plan that became effective at the beginning of fiscal 2017.~~

~~On October 5, 2015, our board approved our CEO succession plan that became effective at the beginning of fiscal 2017. The CEO transition resulted in the separation of the roles of~~FY23: Ernie Herrman, Chief Executive Officer and ~~Chairman.~~

The Board elected Ernie Herrman to the position of Chief Executive Officer, effective January 31, 2016. Mr. Herrman remains President of the Company and was elected a Director of the Company on October 5, 2015.

Carol Meyrowitz, the Chief Executive Officer prior to the CEO transition through fiscal 2016, became Chairman of the Board of Directors, effective June 11, 2015 and Executive Chairman of the Board, effective January 31, 2016. Ms. Meyrowitz remains an active executive and an integral part of TJX’s executive management team, including as an advisor to Mr. Herrman on the Company’s long-term growth initiatives and strategy.

~~Compensation Program Highlights~~

Our compensation program for fiscal 2016 emphasized variable, performance-based compensation. These elements constituted a significant portion of target compensation for our named executive officers in fiscal 2016, as shown in the pie charts below. Our fiscal 2016 named executive officers are the following:

~~Carol Meyrowitz, Chief Executive Officer;~~

~~Ernie Herrman,~~ President;

~~Michael MacMillan,~~ Scott Goldenberg, Senior Executive Vice President, ~~Group President;~~

Chief Financial Officer; Carol Meyrowitz, Executive Chairman; Richard Sherr, Senior Executive Vice President, Group President; and

~~Scott Goldenberg,~~ Kenneth Canestrari, Senior Executive Vice President, ~~Chief Financial Officer.~~Group President. In this CD&A, the “Committee” refers to our Compensation Committee.

~~Elements~~

INTRODUCTION

TJX is the leading off-price retailer of Fiscal 2016 Target Compensation*

*~~Notes on chart:~~

~~Other NEO Average includes all named executive officers other than~~apparel and home fashions in the ~~CEO. Fiscal 2016 target compensation consists~~U.S. and worldwide, with a long track record of ~~annual salary, target cash incentive awards granted during fiscal 2016 (fiscal 2016 MIP and fiscal 2016-2018 LRPIP), and fiscal 2016 option awards (valued~~strong financial performance. Our distinctive, off-price business model is at grant date fair value), plus, for our CEO, a performance-based stock award granted during fiscal 2015 with service and performance conditions related to fiscal 2016 (valued at grant date fair value), and, for our other NEOs, performance-based stock awards granted during fiscal 2016 with fiscal 2016-2018 performance periods (valued at grant date fair value). Target compensation does not include awards that are not considered to be part of annual target compensation, such as performance-based stock awards granted in connection with our CEO transition.

~~Key Principles~~

~~Our program is designed to be balanced, transparent and aligned with our~~the core ~~business goals.~~

~~Our program is heavily weighted to incentive compensation with payout based on performance.~~

~~We seek to maintain pay practices that align the interest~~ of our ~~Associates~~success and ~~stockholders.~~

~~Key Program Elements and Objectives~~

~~The following table describes the key elements~~differentiates TJX from traditional retailers. Each of our ~~compensation program for our named executive officers. In addition to the~~NEOs has more ~~specific objectives summarized in the following table, all elements~~than 28 years of experience at TJX and has an in-depth understanding of our ~~program are intended~~flexible business model and growth strategy. Having a highly engaged senior leadership team with the ability to ~~help us attract~~successfully execute our off-price business in dynamic retail environments has been critical to our strong performance over many years.

To support the execution of our business model and ~~retain talented individuals.~~

our long-term success, we continue to focus on our traditional core compensation objectives: incentivizing and rewarding performance; sustaining our position of strength in a competitive and changing retail environment; supporting teamwork, management stability, and succession planning; and fostering alignment with shareholder interests.

~~Element~~Robust shareholder engagement in FY23

~~Objectives~~

~~Features~~pp. 30-31

•In response to the lower level of support for our 2022 say-on-pay advisory vote, we reached out to shareholders representing more than 50% of shares outstanding to better understand shareholder concerns and perspectives.

•The Committee considered detailed feedback from each engagement discussion and has carefully responded to the key areas of shareholder feedback, as detailed in our disclosures below. The primary area of feedback was related to discretionary adjustments to performance share units (PSUs), and the Committee confirmed that future discretionary adjustments to PSU awards will not be made absent extraordinary circumstances.

FY23 incentive practices aligned with shareholder feedback

pp. 32-33, 38 and 41

•Our approach to incentive compensation for FY23 reaffirms longstanding key features of our program: a significant emphasis on objective, financial performance results, a continued focus on long-term equity incentives, and a mix of financial performance metrics that seeks to balance growth, profitability and returns.

•The temporary pandemic-related changes from prior years have continued to phase out of our incentive plans.

•We made no discretionary adjustments to incentive plan payouts in FY23, consistent with our longstanding practice prior to the pandemic.

Performance and pay in FY23

pp. 35-36

•FY23 was a successful year for TJX, as we grew sales to nearly $50 billion, with strong growth in our apparel businesses, including accessories. We had pre-tax profit of $4.6 billion and adjusted pre-tax profit of $4.9 billion,* and we improved our pre-tax profit margin over FY22. We also returned over $3.6 billion to shareholders through dividends and our share repurchase programs.

•We executed our business in the challenging retail environment of FY23, resulting in below-target payouts for our annual incentives, while our continued long-term financial strength resulted in above-target payouts for our long-term incentives, as discussed further below.

* See Appendix A of this proxy statement for reconciliations for adjusted pre-tax profit.


2023 Proxy Statement			29

Compensation Discussion and Analysis

FY23 SHAREHOLDER OUTREACH AND OUR RESPONSE

Our Compensation Committee values feedback from our shareholders and we regularly engage with our shareholders on a broad range of topics. We received 91% support for our say-on-pay advisory vote in June 2021, which we believe represented strong support for our compensation program, including the Committee’s careful use of discretion in navigating the challenges of the pandemic. After receiving 49.7% support for our say-on-pay advisory vote in June 2022, we conducted extensive and focused engagement with our shareholders, which we describe in detail below.

OUR SHAREHOLDER OUTREACH INITIATIVE

During FY23, the Compensation Committee led an extensive outreach initiative to seek shareholder feedback on our executive compensation program. This outreach targeted our largest shareholders, including many who voted against say-on-pay in 2022. We solicited feedback on the key issues that affected the say-on-pay voting decision in two phases. Prior to the 2022 annual meeting, we gathered shareholder feedback to develop an initial understanding of potential concerns. We then used the subsequent fall 2022 outreach to speak with shareholders again to confirm and better understand the key issues that contributed to the lower level of say-on-pay support and expectations for Committee responsiveness, and to solicit input on the Committee’s preliminary response.

FY23 Executive Compensation Shareholder Outreach At-A-Glance

•Held 36 discussions with 27 shareholders across these two focused rounds of engagement

•Entire process overseen by our Compensation Committee

•Committee Chair led discussions with shareholders representing more than 27% of shares outstanding and with proxy advisory firms

•Included representatives from HR, legal, and investor relations

•Reported detailed feedback from each engagement discussion to the Committee for its consideration

Pre-annual meeting
(May and June 2022) Held discussions with shareholders representing approximately 30% of shares outstanding

Fall 2022
Reached out to shareholders representing more than 50% of shares outstanding and held discussions with shareholders representing more than 40% of shares outstanding and with proxy advisory firms

KEY THEMES FROM SHAREHOLDER ENGAGEMENT

We heard a range of different perspectives on our executive compensation program from shareholders during our FY23 outreach, all of which were considered by the Compensation Committee.

While we received considerable positive feedback about the overall design and structure of our program, consistent with our strong say-on-pay results in prior years, the feedback across these two rounds of shareholder engagement made clear that the most significant area of shareholder concern impacting the 2022 say-on-pay advisory vote was related to discretionary PSU adjustments, a topic discussed in our 2022 proxy statement and supplemental proxy filing.


30			The TJX Companies, Inc.

Compensation Discussion and Analysis

As part of our fall 2022 outreach, we also reviewed the Committee’s preliminary response to concerns about the discretionary PSU adjustments and other areas of feedback, and our participating shareholders were generally supportive of the Committee’s proposed actions. The Committee’s full response is summarized below.


	What We Heard	How We Responded

Primary area of feedback	•Concerns about discretionary adjustments to PSUs for a second consecutive cycle and related complexity •Appreciation from several shareholders for the context and rationale we provided in our 2022 proxy statement and supplemental proxy filing	•The Committee believes discretionary PSU adjustments have been and should be used only sparingly and confirmed that future discretionary PSU adjustments will not be made absent extraordinary circumstances. •We also confirmed that no additional discretionary PSU adjustments were made in FY23, none are anticipated, and we would continue our careful and deliberate approach in the event of future extraordinary circumstances, as discussed below.


Additional areas of feedback	•A range of perspectives about the key priorities (qualitative) portion of our Management Incentive Plan (MIP), our annual incentive plan: •Some concerns about the 40% weighting of key priorities within our FY22 MIP and general support for reducing the weighting of any qualitative component •General interest in objectivity and transparency of incentive plan goals and outcomes where possible	•We confirmed that the weighting of key business priorities was reduced to 20% for FY23 MIP, compared to 100% for FY21 and 40% for FY22. We also enhanced our disclosure about qualitative results for FY23 MIP. •Looking ahead, for FY24 we eliminated the qualitative portion of our MIP (which had represented less than 4% of CEO total target compensation for FY23) and returned to a program based 100% on objective financial performance goals, consistent with our pre-pandemic approach. •Although the structure of FY24 MIP does not include a qualitative component, the Committee will continue to engage in a regular holistic review of Company performance, which takes into account non-financial factors and a wide range of important initiatives at the Company, and to monitor evolving market practices.


	•Interest in whether we are returning to our more typical approaches to executive compensation after pandemic-related changes	•We confirmed that the pandemic-related changes from prior years were temporary and have continued to phase out of our program. Refer to pp. 33, 38, and 41 for more information.


	•General support for the structure and overall design of our program	•The Committee did not significantly revise the design of our executive compensation program, consistent with the focused feedback we received.

We have not had a practice of making discretionary adjustments to equity awards outside of the context of the pandemic. In considering what process would be followed in the event of future extraordinary circumstances, the Committee confirmed that we would follow a careful and deliberate approach that takes into account shareholder perspectives, that we would consider seeking feedback from shareholders, when feasible and appropriate, prior to making future discretionary PSU adjustments, and that we would provide robust disclosure of our rationale, as we did when we made discretionary adjustments to our PSUs in connection with the pandemic. These prior adjustments were made only after we engaged with several of our largest shareholders to better understand their perspectives on pandemic-related compensation actions.

We also took the opportunity in our fall 2022 outreach to cover additional updates on our executive compensation program, including the key features of our current incentive compensation structure, the continued phase-out of temporary pandemic-related changes, and the context and rationale for CEO target compensation changes that had been approved by the Committee for FY23. Several shareholders expressed appreciation and support for these updates.


2023 Proxy Statement			31

Compensation Discussion and Analysis

HIGHLIGHTS: OUR FY23 EXECUTIVE COMPENSATION PROGRAM

FY23 TOTAL TARGET COMPENSATION PAY MIX

Our executive compensation program emphasizes variable pay, with a balance of cash and equity awards, and our FY23 program maintained an emphasis on long-term performance vehicles, which represented the largest percentage of total target compensation for our NEOs for FY23. The charts below show the mix of FY23 total target compensation for our CEO and our

other NEOs.


FY23 CEO Target Compensation			FY23 Other NEO Target Compensation1

Total target compensation includes annual base salary, target annual and long-term cash incentives (MIP and LRPIP), and the grant date fair value of PSUs and RSUs. The elements of our program are discussed further on the following pages.

FY23 PERFORMANCE MEASURES

Our incentive plan goals are intended to align with our long-term business strategy, and our FY23 program includes a mix of objective financial performance measures that seek to balance growth, profitability, and returns.


	Why It’s Included	How It’s Used
Pre-Tax Income	•Reflects profitability across all divisions, including top-line performance and effective expense management •Highly relevant to our business, well understood, and part of One TJX broad-based incentive program	•Primary metric in our annual MIP program •Multi-year cumulative metric in our LRPIP program

Key Business Priorities	•Strategic approach, initially added during the pandemic, to drive our focus on a range of important global business priorities	•Secondary measure in our FY23 MIP program (weighted 20%), subject to a maximum payout limit2 •Eliminated from MIP for FY24, as discussed above, consistent with our pre-pandemic approach

EPS Growth	•Maintains focus on profitable growth and reinforces attention to corporate results •Important measure internally and externally	•Primary metric in our PSU program •Excludes the impact of certain unplanned items, such as unbudgeted buybacks and unanticipated changes in corporate tax rates

ROIC	•Reinforces attention to capital investments and generating appropriate returns	•Secondary measure in our PSU program •Used as downward-only modifier

1Other NEO target compensation pay mix reflects total target compensation for Mr. Sherr prior to adjustments in connection with his transition to a reduced time schedule during FY23, as discussed below under Employment Agreements.

2For FY23 MIP, the potential payout percentage based on key priorities was capped at the greater of 100% or the percentage payout level of pre-tax income achieved in order to maintain an overall emphasis on profitability.


32			The TJX Companies, Inc.

Compensation Discussion and Analysis

CEO TOTAL TARGET COMPENSATION

In January 2022, the Compensation Committee approved FY23 total target compensation for our CEO in connection with the renewal of his employment agreement, following a review for overall competitiveness and based on several factors, including:

•no CEO target pay increases over a four-year period between FY18 and FY21, and

•CEO tenure at the 75th percentile compared to peers,* in a market environment with significant turnover of retail CEOs.

The chart below shows total target compensation of our CEO since FY21. The FY23 target compensation changes included base salary and cash incentive targets (200% of base salary for FY23 MIP and 100% of base salary for FY23-25 LRPIP) as previously disclosed, and FY23 target equity awards with increased weighting on PSUs and decreased weighting on RSUs. Total target compensation for our CEO was approximately $17.7m for FY23, compared to approximately $16.0m for FY22 and approximately $15.2m for each of FY18, FY19, FY20, and FY21, and the annualized increase from FY18 to FY23 was approximately 3%. In addition, total target compensation for our CEO and the mix of its elements has not changed for FY24.

CEO Total Target Compensation

Approximately 65% of our CEO’s total target long-term incentive opportunities for FY23-25 and FY24-26 is performance-based (PSUs and LRPIP), compared to 30% for FY21-23 and 57% for FY22-24. Refer to Long-Term Incentives below for more information about our long-term incentive mix.


Temporary impact on Summary Compensation Table for FY23 The absence of PSUs and increased level of target LRPIP award opportunities during FY21 reflected temporary, pandemic-related approaches that were discontinued starting with FY22. Under SEC rules for reporting cash-based incentives, the actual payout for FY21-23 LRPIP is reported in the Summary Compensation Table for FY23 (compared to long-term equity awards, which are reported in the year of grant). This temporary impact on our FY23 Summary Compensation Table is related to the temporarily increased levels of target LRPIP opportunities during FY21. It is not related to discretionary adjustments, and no discretionary adjustments have been made to the FY21-23 long-term cycle or other open performance cycles. Refer to pp. 38 and 41 below for more information about the continued phase-out of pandemic-related changes.

For our Executive Chairman, total target compensation has not increased since FY18 and no adjustments have been made for FY23 or FY24. For our other NEOs, target compensation changes for FY23 are discussed below.

* For more information about our FY23 peer group refer to The Role of Our Peer Group below.


2023 Proxy Statement			33

Compensation Discussion and Analysis

HIGHLIGHTS: OUR COMPENSATION GOVERNANCE PRACTICES

The Compensation Committee follows a thoughtful and deliberate approach in overseeing executive compensation and making compensation decisions throughout the year, as discussed below and on the following pages.

What We Do

What We Don't Do

Pay for performance, with incentive payouts based on the achievement of performance results (financial and strategic)

Stock ownership guidelines for our executive officers and non-employee directors

Clawback policy and post-employment noncompetition and other covenants applicable to our executive officers

Robust and deliberate decision-making process

Independent compensation consultant

Compensation program design and disclosure practices informed by shareholder feedback

No change of control excise tax gross-ups

No single-trigger severance benefits upon a change of control

No automatic full acceleration of equity awards upon a change of control

No hedging or pledging of Company stock by our executive officers

No payout of dividends on unearned stock awards

FOCUS ON GOAL-SETTING

Each year, the Compensation Committee establishes goals for our incentive plans that are tied to our strategic planning process and derived from annual and multi-year business plans that are reviewed with and overseen by the Board. Our incentive plan targets are generally set at levels that align with the annual financial guidance we provide to investors at the start of the performance period and are intended to be challenging but reasonably achievable. This process, as discussed further below under Incentive Plan Goal Setting, has led to:

•annual incentive targets for FY23 and FY24 set at or above prior year actual results;

•long-term cash performance targets based on our long-term growth plans for new three-year performance cycles beginning in FY22, FY23, and FY24; and

•new EPS growth goals for the three-year performance cycles beginning in FY22, FY23, and FY24.

FOCUS ON OUR BROADER ORGANIZATION

The Compensation Committee considers executive compensation matters in the context of human capital management within our broader global organization. The Committee supported a One TJX approach for FY23 annual incentives, with all eligible Associates, including store management, measured against global TJX performance goals (rather than divisional or store-based performance goals), reflecting our longstanding team-oriented culture. During FY23 the Board and the Committee also continued to review our broad-based talent and rewards strategies, including benefits enhancements, global well-being initiatives, and broad-based target award increases and an expansion of eligibility under our annual incentive program, all of which recognize the significant contributions of our workforce. After the close of FY23, to further recognize the performance of our broader organization, the Committee approved broad-based annual incentive plan payouts at a higher level than the payout percentage for our NEOs.

THOUGHTFUL DECISION MAKING PROCESS

The Compensation Committee follows a thoughtful and deliberate approach in overseeing executive compensation and making compensation decisions throughout the year. The Committee considers a variety of qualitative and quantitative factors when determining NEO compensation and seeks to maintain our program’s overall focus on our core compensation objectives described above. The annual executive compensation process includes pay-for-performance analysis, competitive analysis, market checks, executive assessments, an annual compensation risk assessment, and input from Pearl Meyer LLC (Pearl Meyer), an independent compensation consultant that has been engaged by and reports directly to the Compensation Committee. (See Our Decision Making Process below for more information.)


34			The TJX Companies, Inc.

Compensation Discussion and Analysis

FY23 REVIEW

FY23 results, highlighted below, reflect the continued execution of our proven off-price business model, with total sales of almost $50 billion and growth in both our U.S. and international divisions. Our apparel business, including accessories, was strong during FY23, demonstrating the flexibility of our off-price model to adjust to changing trends as sales in our home business became softer following two years of extraordinary growth. During FY23, we grew our store base globally and, while navigating continued pressures related to freight, wage, inflation, and an uncertain retail environment, we maintained our focus on driving profitable sales, reinvesting in the business, managing expenses, and returning value to shareholders.


	FINANCIAL RESULTS

Net sales	Earnings per share		Operating cash flow
$49.9B 3% increase over FY22	$2.97 Diluted EPS	$3.11 Adjusted Diluted EPS*	$4.1B Ended year with $5.5 billion in cash
	SHAREHOLDER VALUE CREATION

16.8% Total shareholder return for FY23	$3.6B Returned to shareholders		$94.6B Market cap at FY23 year end compared to $84.3B at FY22 year end
	BUSINESS / STRATEGIC HIGHLIGHTS

Added 146 net new stores and remodeled nearly 400 stores in our global store base	Ended FY23 with over 4,800 total stores in 9 countries		Ourworld-class buying organization has over 1,200 Associates

Earnings Per Share

Annual Sales

Growth Rate

Total Shareholder Return

Growth Rate

* See Appendix A of this proxy statement for reconciliations for adjusted diluted EPS. For more information about our FY23 peer group refer to The Role of Our Peer Group below.


2023 Proxy Statement			35

Compensation Discussion and Analysis

FY23 INCENTIVE PLAN PERFORMANCE

Our business performance in FY23 led to the following results under our performance-based incentive plans, as summarized below and discussed further on the following pages:

•92.0% annual incentive payout based on performance results under MIP for FY23

•130.0% long-term incentive payout based on performance results under LRPIP for the FY21-23 cycle

As noted above, no discretionary adjustments were made to the pre-established financial performance goals for these cycles.

NEO TRANSITIONS

During FY23 we announced the promotion of John Klinger to Executive Vice President, Chief Financial Officer, effective at the start of FY24. Mr. Klinger continues to report to Mr. Goldenberg who assumed the role of Senior Executive Vice President, Finance. We also announced that Mr. Sherr is scheduled to retire during FY24, as discussed further below under Employment Agreements.

FY23 EXECUTIVE COMPENSATION PROGRAM

Our FY23 executive compensation program consisted of base salary and annual and long-term incentives as summarized below.

Salary

•Provide a base level of compensation to reflect individual roles and responsibilities, experience, performance, and value in the ~~marketplace.~~

~~• Recognize individual performance.~~

~~Fixed~~

~~Shorter-term~~

~~Cash~~marketplace

~~Annual Cash Incentives~~

Management Incentive Plan (MIP)

•Incentivize performance based on our annual financial goals and key business priorities

•Encourage engagement, teamwork, and collaboration as One TJX

Equity:

Performance Share Units (PSUs)
and Restricted Stock Units (RSUs)

•Align executive interests with shareholders

•Incentivize performance to reach or exceed our ~~short-term, annual~~longer-term financial goals

•Support longer-term retention objectives ~~on a divisional or company-wide basis.~~

~~• Encourage engagement, teamwork and collaboration within divisions.~~

~~• Reward achievement of financial goals for the current fiscal year.~~

~~Variable~~

~~Shorter-term~~

~~Cash~~

~~Long-Term~~

~~Cash Incentives~~

Cash:

Long Range Performance
Incentive Plan (LRPIP)

•Incentivize performance to reach or exceed our ~~longer term~~longer-term financial ~~objectives across the Company.~~

goals

•Foster teamwork and collaboration across ~~divisions.~~

divisions

• ~~Reward company-wide achievement of multi-year financial goals (typically over three fiscal years).~~

~~• Provide~~Support longer-term retention ~~incentives.~~

~~Variable~~

~~Longer-term~~

~~Cash~~

~~Equity Incentives~~

~~(Options and~~

~~Performance–~~

~~Based Stock~~

~~Awards)~~

~~• Reward corporate performance reflected in stock performance.~~

~~• Provide longer-term retention incentives.~~

~~• Align interests with stockholders.~~

~~Variable~~

~~Longer-term~~

~~Equity~~objectives

~~In addition, we provide~~

Our FY23 program also includes health and welfare, deferred compensation, and retirement benefits, as well as limited ~~perquisites, to support our competitive position~~perquisites. See Other Compensation Practices and ~~promote retention. We also provide relocation-related benefits, including tax equalization, to facilitate deployment of our Associates in global service.~~

~~Our executive compensation practices are designed to implement our key principles, as demonstrated by what we do and what we don’t do, as shown in the table~~Considerations below.

~~What We Do~~

~~What We Don’t Do~~

ü ~~Pay for performance~~~~, directly tying incentive compensation to achievement of objective performance metrics~~

ü ~~Set~~~~award limits~~ ~~on maximum plan payouts~~

ü ~~Use~~~~performance-based vesting criteria~~ ~~for all stock awards to named executive officers~~

ü ~~Maintain~~~~stock ownership guidelines~~ ~~for executive officers and non-employee directors~~

ü ~~Maintain a~~~~clawback policy~~ ~~that applies to all executive officers~~

ü ~~Engage an~~~~independent compensation consultant~~ ~~reporting directly to our Executive Compensation Committee (ECC)~~

ü ~~Perform an~~~~annual compensation risk assessment~~

ü ~~Conduct an~~~~annual say-on-pay vote~~ ~~of our stockholders~~

O ~~Provide change of control~~~~excise tax gross-ups~~

O ~~Provide~~~~single-trigger severance benefits~~ ~~following a change of control~~

O ~~Provide automatic~~~~single-trigger equity acceleration~~ ~~upon a change of control for awards granted in September 2015 or later~~

O ~~Provide~~~~discretionary increases~~ ~~to incentive plan payouts for our named executive officers~~

O ~~Allow~~~~hedging or pledging~~ ~~of Company stock~~

O ~~Pay~~ ~~dividends on unearned stock awards~~

O ~~Allow for~~~~repricing or exchange~~ ~~of underwater stock options without stockholder approval~~

~~Stockholder Response~~

~~Our stockholders have shown strong approval of our executive compensation program. Holders of more than 95% of the shares voting~~

INCENTIVE PLAN GOAL SETTING

As described above under Focus on ~~the proposal have approved our advisory “say-on-pay” proposal~~Goal Setting, each year since 2011 when we first asked stockholders to vote on an advisory say-on-pay proposal. The ECC believes that these results reflect our stockholders’ support for our approach to executive compensation, including the ~~focus on incentive components linked to our performance, and has been mindful of this stockholder support when acting on compensation matters.~~

~~Overview of Process: How~~ Compensation ~~Decisions Are Made~~

The 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 used the same principle of compensation design for many years: establish a program of total compensation competitive with our peers, heavily weighted towardCommittee sets objective ~~performance-based incentives that focus on execution and reward achievement of our core~~ business goals. In determining the overall level of executive compensation and establishing the design and mix of its specific elements, the ECC considers various quantitative and qualitative factors, such as company and divisional performance, individual executive performance and responsibilities, market data and peer practices, our business culture and core values, our 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)), contractual obligations, recruitment, retention and succession planning, and other organizational changes such as promotions and relocations.

The ECC has an annual cycle of executive compensation actions and also acts 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 in the following table:


~~By the beginning of the fiscal year~~		~~• Review and approve the peer group for new fiscal year~~
~~By the end of the first fiscal quarter~~		~~• Review market data and competitive assessments~~ ~~• Establish award opportunities and goals for new MIP and LRPIP performance periods~~ ~~• Grant performance-based stock awards~~ ~~• Approve salary adjustments~~
~~In September~~		~~• Grant stock options~~
~~After the fiscal year end~~		~~• Certify performance results for completed performance cycles for MIP, LRPIP and performance-based stock awards~~

As noted above and discussed further below, the ECC consults with and reviews data from an independent compensation consultant to assess the overall competitiveness of our executives’ individual compensation and our compensation program overall and to determine the appropriate levels and the mix of individual compensation components.

~~Role of Executives~~

Our 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 in part on annual performance evaluations completed by the executive to whom each named executive officer directly reports. The ECC also receives a performance evaluation of our CEO that includes our CEO’s achievement of performance objectives set by the Corporate Governance Committee (which does not make compensation recommendations). These evaluations take into account the named executive officer’s responsibilities, performance against objectives and support of our cultural values, including integrity, inclusion and respect. The ECC considers these performance evaluations and recommendations, among other factors, in establishing compensation for our executive officers. More generally, executive officers participate in our strategic planning process, discuss business and organizational strategies with the Board and recommend to the Board for its review and approval the annual and multi-year business plans for TJX and its divisions. These Board-approved plans are the basis for the short- and long-term incentive performance targets and the ~~stock award~~amounts payable at different levels of performance ~~criteria, which~~under each of our incentive plans. At the time the goals are ~~approved by~~established, the ~~ECC. The ECC invites executive officers to attend portions of its meetings.~~

~~Compensation Consultants~~

The ECC has the authority, without Board or management approval, to retain and terminate compensation consultants and advisors and to determine their fees and terms of engagement. The ECC engaged Pearl Meyer & Partners, LLC, or PM&P, to serve as the independent compensation consultant to the ECC for fiscal 2016. PM&P provided industry, peer and market data and advised the ECC onCommittee considers a variety of ~~matters, including the CEO transition~~qualitative and related compensation matters, the design and competitive positioning of key compensation elements (base salary, annual bonus and long-term cash and equity incentives) for our named executive officers and other senior management, an analysis of short-term and long-term relationships between named executive officer pay and corporate performance relative to our peers, the establishment and evaluation of a compensation peer group, employment agreement terms, aggregate equity usage and program review, review of

peer group practices and updates on trends and regulatory developments. The ECC used this information to determine the design, overall level and appropriate mix of fixed and variable compensation, appropriate plan metrics and formulas, 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.

The ECC regularly reviews the services provided to the ECC by outside consultants and believes that PM&P is independent in providing executive compensation consulting services. During fiscal 2016, the ECC reviewed 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.

~~During fiscal 2016, our management engaged Willis Towers Watson (formerly Towers Watson) to provide services to TJX including retirement benefits consulting services. After considering~~quantitative factors, relevant to the independence of Willis Towers Watson and determining that its work did not raise any conflicts of interest, the ECC considered executive retirement-related information from Willis Towers Watson in making decisions regarding employment agreement terms and other executive compensation matters, as a supplement to the analysis and advice from PM&P.

~~Peer Group~~

As described above, the ECC uses a peer group to provide context for its compensation decision-making for our named executive officers. The ECC regularly assesses the composition of this peer group and considers revisions. During fiscal 2015, advised by PM&P, the ECC reviewed the composition of TJX’s peer group to be considered in establishing and evaluating fiscal 2016 compensation for our named executive officers and determined that the following group of 19 large, publicly traded consumer-oriented companies that composed our peer group for fiscal 2015 continued to be appropriate:

including:


•estimated long-term trends in sales, comparable store sales, profitability, and earnings; •maturity of our various businesses; •strategic investments to support our growth; •external factors (such as market competition, currency volatility, and wage and other cost pressures);			•balance of business risks, performance, and rewards; •historical performance against targets and relative to peers and the market; and •degree of difficulty in achieving various levels of performance.

	~~Fiscal 2016 Peer Group~~
36
~~Amazon.com, Inc.~~		~~Kimberly-Clark Corporation~~	~~Ross Stores, Inc.~~
~~Bed Bath & Beyond Inc.~~		~~Kohl’s Corporation~~	~~Staples, Inc.~~
~~Best Buy Co., Inc.~~		~~L Brands, Inc.~~	~~Starbucks Corporation~~
~~eBay, Inc.~~		~~Lowe’s~~The TJX Companies, Inc.	~~Target Corporation~~
~~The Gap, Inc.~~		~~Macy’s, Inc.~~	~~Walgreen Boots Alliance, Inc.~~
~~Home Depot, Inc.~~		~~Nike, Inc.~~	~~YUM! Brands, Inc.~~
		~~Nordstrom, Inc.~~

Compensation Discussion and Analysis

The ~~ECC determined~~goals for our incentive programs reflect the Company’s strategic planning for the next fiscal year or long-term period, as applicable, and are built from our business plans, including long-term growth goals, for our divisions. At the time the goals are established, the Committee believes that the ~~above group was~~targets for each of these incentive plans are challenging but reasonably achievable and that the payout formulas reflect an appropriate ~~peer group for TJX for fiscal 2016 based on criteria that included~~degree of pay-for-performance sensitivity, taking into account the ~~following:~~

~~industry similarity, targeting retail companies and also considering consumer product companies that met complexity criteria;~~

~~revenues ranging from approximately one-third to three times~~factors described above. As a result of continued uncertainty in the business environment caused by the pandemic, the payout formulas under our annual ~~revenue (approximately $9 billion~~and long-term incentives for periods starting in FY23 included wider, flatter ranges of potential outcomes between payout levels, including a higher level of achievement required for a maximum payout, when compared to ~~$85 billion~~performance periods that began in FY20 (prior to the onset of the pandemic).

As part of the goal-setting process, at the time the goals are established, the Committee also establishes definitions of the ~~analysis);~~

~~market capitalization ranging from approximately one-fourth~~applicable financial metrics and contingent automatic adjustments to ~~four times~~better align our ~~market capitalization (approximately $11 billion~~incentive plans with how we evaluate our business operations and trends and, in some cases, to ~~$175 billion at~~allow certain strategic decisions to be made in the ~~time~~long-term interests of TJX without influencing or being influenced by incentive plan results. These pre-established definitions and adjustments have included items such as planned exchange rates for foreign currency translation; in the case of EPS growth goals, planned share counts, which reflect the impact of anticipated buybacks, and planned corporate tax rates; pre-established exclusions to remove the positive or negative impact of certain temporary items related to the pandemic; and automatic adjustments for certain contingent events including, for example, unplanned changes in accounting standards, acquisitions, or dispositions. The pre-established exclusions for temporary pandemic-related items have been discontinued for performance periods starting in FY24. The effect of these items on our incentive plan results is discussed in our proxy statement after the end of the ~~analysis);~~

comparability of business model, including levels of operational complexity such as global operations, brand and/or product line diversity and multiple segments, e-commerce strategy and other strategic and operational factors that contributeapplicable performance period. No discretionary adjustments were made to ~~business complexity; and~~

~~considerations of~~the pre-established financial performance ~~metrics, including operating~~goals for periods ending in FY23.

We use the terms Incentive Pre-Tax Income, Incentive EPS, and ~~market performance.~~

~~Although~~Incentive ROIC to refer to the ~~ECC uses peer group data to provide context~~applicable measures used for ~~its own determinations, it does not target any element~~purposes of ~~compensation for~~ our ~~named executive officers by reference to any specified level at the peer group.~~

~~Compensation Program Elements~~

~~Compensation for our named executive officers includes base salary,~~ incentive compensation ~~(both cash~~programs that reflect the definitions and ~~equity) and other benefits,~~pre-established adjustments discussed above, as computed for each ~~of which~~year or cycle. For performance periods ending in FY23, additional information about our incentive plan measures is ~~described further below. Rather than applying a set formula, the ECC evaluates and balances the overall mix of compensation elements.~~

included in Appendix A to this proxy statement.

BASE SALARY

Base ~~Salary~~

~~Each of our named executive officers receives a base salary in cash during the fiscal year that is intended to~~salaries provide competitive, fixed compensation to attract and retain ~~the executive at a level commensurate with his or her~~our executives and to reflect individual responsibilities, performance, experience, and value in the marketplace. Base salaries are typically reviewed on an annual basis in connection with individual performance evaluations and may be reviewed in connection with new employment agreements, new positions, or other ~~significant changes~~organizational changes. For FY23, the Committee approved a salary increase for Mr. Herrman in ~~responsibilities. Base salaries at~~connection with the ~~end~~renewal of ~~fiscal 2016 are listed in the following table.~~

Base Salaries at Fiscal 2016 Year End
Carol Meyrowitz
   $ 1,575,000
Ernie Herrman
   $ 1,390,000
Michael MacMillan
   $ 1,010,000
Richard Sherr
   $ 862,000
Scott Goldenberg
   $ 750,000

~~The ECC approved base salaries for fiscal 2016 based on various factors, including assessment of individual performance~~his employment agreement, as discussed above, and ~~responsibilities, our fiscal 2015 performance, contractual obligations and overall competitiveness. The ECC approved salary increases~~ for each of our ~~named executive officers,~~ other NEOs (other than Ms. ~~Meyrowitz,~~Meyrowitz) as part of our annual individual performance and salary review ~~process described above. The Board approved Ms. Meyrowitz’s fiscal 2016~~process. Prior to FY23, base salary ~~at the end~~had not increased since FY20 for any of ~~fiscal 2015~~our NEOs (and had not increased since FY18 for our CEO and for our Executive Chairman). Salary reviews are based on various factors, including an assessment of individual performance and responsibilities, our prior year performance, contractual obligations, and overall competitiveness of compensation.


Base Salaries at FY23 Year-End
Ernie Herrman	$	1,700,000
Scott Goldenberg	$	1,060,000
Carol Meyrowitz	$	1,040,000
Richard Sherr*	$	960,000
Kenneth Canestrari	$	950,000

* Reflects an adjustment in connection with ~~the approval of a new employment agreement and related compensation that became effective at the beginning of fiscal 2016.~~

~~Cash Incentives~~

A portion of each named executive officer’s compensation consists of cash incentives granted under our Management Incentive Plan (MIP) and Long Range Performance Incentive Plan (LRPIP). Awards under these plans require achievement, 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 subjectMr. Sherr’s transition to a ~~maximum individual payout limit~~reduced time schedule during FY23, as discussed below under ~~plan terms (no more than $5,788,125 for fiscal 2016 MIP awards~~Employment Agreements.


2023 Proxy Statement			37

Compensation Discussion and no more than $5,250,000 for the fiscal 2014-2016 LRPIP cycle awards). Our cash incentives granted to our named executive officers during fiscal 2016 were intended to qualify for an exemption from the deduction limitation rulesAnalysis

ANNUAL CASH INCENTIVES: MANAGEMENT INCENTIVE PLAN (MIP)

The objective of ~~Section 162(m).~~

~~Annual Cash Incentives (MIP)~~~~. The short-term~~annual cash incentive awards ~~made~~ under our MIP ~~are designed~~is to motivate the performance of our ~~named executive officers~~NEOs and other key Associates ~~to achieve or exceed a~~based on annual performance ~~target pre-established~~goals established by the ~~ECC for the fiscal year. Each individual~~Committee while also encouraging engagement and collaboration. In FY23 we continued to return to a program with a significant emphasis on financial performance results, as shown below.


Annual incentive structure: continued phase-out of pandemic-related changes from prior years
FY21 MIP	FY22 MIP	FY23 MIP	Looking ahead: FY24 MIP

Temporary framework based on key business priorities (100%) during FY21, the first year of the pandemic	Re-introduced pre-tax income metric (60%) and retained key business priorities as a secondary measure (40%), reflecting significant continued business uncertainty at the start of FY22	Increased emphasis on pre-tax income metric as primary measure (80%) with a reduced emphasis on key business priorities (20%)	Returned to a structure 100% based on objective financial metrics for FY24, consistent with our pre-pandemic practices Holistic review of quantitative and qualitative performance factors remains a part of our overall compensation governance practices

KEY FEATURES OF FY23 MIP ~~award has a target award opportunity, expressed as a percentage of base salary earned during the fiscal year, tied to fiscal year goals of a combination~~

•Broad-based program that extends throughout our global organization, emphasizing team-based execution of our ~~four major~~business strategies, with performance results reviewed and approved by the Compensation Committee

•Continued our One TJX approach, with all divisions ~~(corporate goals)~~and participants, including store management, measured collectively against company-wide performance goals, rather than our historical divisional or ~~for one or more of~~store-based performance goals

•200% maximum payout limit applied to all awards

PERFORMANCE GOALS AND RESULTS FOR FY23 MIP

For FY23 MIP, the ~~divisions (divisional goals). The target opportunities and goals for our named executive officers for fiscal 2016 are shown in~~Committee determined that the following ~~table.~~

Fiscal 2016 MIP: Target Opportunities and Goals
Name
   % of Base Salary $ Target
Goals
Carol Meyrowitz
   150% $ 2,362,503       Corporate
Ernie Herrman
   100% $ 1,382,309       Corporate
Michael MacMillan
     55% $ 552,116       40% Corporate; 35% TJX Europe;* 25% TJX Canada
Richard Sherr
     55% $ 470,547       25% Corporate; 75% Marmaxx
Scott Goldenberg
     55% $ 406,155       Corporate

* The TJX Europe reporting segment has been renamed TJX International, which operates T.K. Maxx, HomeSensewould be appropriate and ~~tkmaxx.com in Europe~~effective performance goals:

•MIP Incentive Pre-tax Income was the primary metric under our FY23 incentive plan (weighted at 80%) and ~~starting in late 2015, Trade Secret in Australia.~~

For each fiscal year, the ECC pre-establishes the corporate and divisional performance targets, the amounts payable at different levels of performance, including the maximum payout percentage, specified rates for converting foreign income (to remove the intra-year impact of changes in currency exchange rates) and automatic adjustmentswas considered to ~~reflect certain contingent (but objectively determinable) events that may affect performance.~~

~~For fiscal 2016, the MIP performance targets and results (shown in the following table) were based on adjusted pre-tax income goals. As pre-tax income is a profitability~~be an effective measure it reflects other metrics, such as revenue and operating expenses, is used across our company to plan, manage and evaluate our business and is objective and understandable by participants. Each year, the ECC evaluates the use of adjusted pre-tax income as the key performance indicator in our incentive compensation programs. For fiscal 2016, the ECC again determined that adjusted pre-tax income is an appropriate metric to motivate, focus, and reward operational performance across the ~~company, particularly for our management. In setting these~~Company. At the start of FY23, the Committee established the MIP Incentive Pre-Tax Income goals the ECC believed that the various targets were challenging but reasonably achievable and that the payout formulas reflected an appropriate pay-for-performance sensitivity based on the maturity and expected growth of each division. The ECC also established a maximum payout percentage of 200%.

~~The fiscal 2016 MIP performance levels and corresponding payout percentages are~~ shown ~~in the following table,~~below, including the ~~thresholds~~performance target, threshold (the level of performance at or below which no payout would be ~~made)~~earned), and ~~maximums~~maximum (the level at or above which the award payout would be the maximum under the award terms). As a result of the process described above under Incentive Plan Goal Setting, the MIP Incentive Pre-Tax Income performance target established by the Committee for FY23 was above the target and actual results under MIP for FY22.

•Global MIP key priorities were the secondary measure under our FY23 incentive plan (weighted at 20%) and focused on driving profitable sales, increasing market share, developing talent, and championing culture/workplace. The use of these strategic goals for a limited portion of FY23 MIP was intended to allow the Committee to incorporate a more holistic evaluation of performance for the year, based on Company performance with respect to these key priorities as well as other factors it deemed relevant, such as our core compensation objectives, other financial performance results, and the perspectives of our various stakeholders. The Committee established an additional limit that capped the payout percentage based on key priorities at the percentage payout level of MIP Incentive Pre-tax Income achieved for any payouts above target. This was intended to maintain an overall emphasis on profitability and ensure that above-target payouts would be supported by objective financial performance results.


38			The TJX Companies, Inc.

Compensation Discussion and Analysis

After the end of FY23, the ~~fiscal year, our~~Committee evaluated Company 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 MIP performance equals the target performance, and payout formulas pre-established by the ECC determine payout percentages for performance above or below target.

Fiscal 2016 MIP Performance Goals Fiscal 2016 MIP Performance Results
(Adjusted Pre-Tax Income* in 000s) (Adjusted Pre-Tax Income* in 000s)

Threshold

Target

Maximum


(Payout % = 0%)

(Payout % = 100%)

(Payout % = 200%)

MIP Performance
Payout
   (% of Target) (% of Target) (% of Target)
Corporate
$3,459,057 87.5% $3,953,180 $4,312,542 109.1% $4,200,851 106.27% 168.92%
Marmaxx
$2,501,988 88.9% $2,814,719 $3,049,267 108.3% $2,934,368 104.25% 151.01%
TJX Europe
£   178,240 80.0% £   222,797 £   254,624 114.3% £   212,803   95.51%   77.57%
TJX Canada
C$317,592 83.3% C$ 381,106 C$428,742 112.5% C$496,429 130.26% 200.00%

* Fiscal 2016 MIP performance was measured by adjusted pre-tax income goals for each division (or, for corporate awards, a consolidated adjusted pre-tax income goal for the Marmaxx, HomeGoods, TJX Europe and TJX Canada divisions) as shown above. Under the terms pre-established by the ECC, MIP performance goals, as summarized below:

FY23 MIP Performance Goals and Results



FY23 MIP Incentive Pre-Tax Income(1)
	Threshold		Target		Maximum		Actual
Performance goal		$3,763,545		$5,645,317		$7,527,090		$5,495,116
Percentage of target		67%		100%		133%		97	%
Payout (as a % of target)		0%		100%		200%		92.0	%
(1) MIP Incentive Pre-tax Income is shown in thousands. MIP Incentive Pre-Tax Income goals and results for FY23 reflected the definitions and automatic adjustments pre-established by the Compensation Committee in March 2022. Refer to Appendix A for information about how MIP Incentive Pre-tax Income was determined based on total segment profit reported in our Annual Report on Form 10-K for FY23. No discretionary adjustments were made to the pre-established financial performance goals for the FY23 MIP. The pre-established exclusion to remove the positive or negative impact of certain temporary items related to the pandemic, discussed above under Incentive Plan Goal Setting, was taken into account by the Committee in establishing the financial performance target for FY23 MIP, and incentive payouts under our MIP would have been higher without such adjustment as actual net costs for the temporary items were less than originally planned for FY23.



			FY23 MIP Key Priorities For FY23, the Committee reviewed the pre-established areas of focus within each of the categories described below, considered a broad range of quantitative and qualitative detail about Company performance and progress, and assessed management performance, accomplishments, and collaboration across divisions and a variety of functions. Select highlights include: Driving profitable sales •Net sales of nearly $50 billion, with a 3% comparable store sales increase for FY23 at Marmaxx, our largest segment, over a 13% open-only comparable store sales increase in FY22 (over FY20), and U.S. comparable store sales flat for FY23 after a 17% U.S. open-only comparable store sales increase in FY22 (over FY20); achieved strong sales across the Company in our apparel businesses, including accessories •Continued to improve our profitability profile, with a pre-tax profit margin of 9.3% and adjusted pre-tax profit margin of 9.7%, despite ongoing headwinds from incremental freight and wage costs Increasing market share •Opened new stores and increased store count for a total of more than 4,800 stores at FY23 year end, with store growth across all segments including our newer businesses (Sierra and HomeSense in the U.S. and T.K. Maxx in Australia) •Continued to receive positive indicators of customer satisfaction, as shown by customer survey data through the end of 2022, with strong overall satisfaction scores for all of our global divisions and strong rankings compared to other large retailers in the U.S. Developing talent •Increased award targets and expanded eligibility under our broad-based management incentive program for eligible Associates globally, improving competitiveness of total compensation; enhanced benefit and well-being offerings across geographies •Continued to expand our recruitment strategies to enhance our ability to attract an inclusive, diverse talent pool at all levels; further developed our talent pipeline, including through strategic assignments and promotions to support long-term succession planning for senior management roles as well as early-in-career recruitment and other external hires Championing culture/workplace •Announced our four new global corporate targets in the areas of Climate and Energy, Waste Management and Packaging (as discussed on p. 2), with broad internal and external communications and operational efforts underway in all divisions; continued to make progress in the development and execution of our Global Corporate Responsibility programs •Continued inclusion and diversity (I&D) education and communication efforts to support our global I&D priorities, including the global rollout of a new leadership competency and cultural factor focused on inclusion; continued to expand our Associate Resource Groups (ARGs) with the launch of a new ARG in the U.S. * See Appendix A of this proxy statement for notes on the various comparable store sale metrics included above and for reconciliations for adjusted pre-tax profit margin.


2023 Proxy Statement			39

Compensation Discussion and Analysis

In reviewing performance against the key priorities for FY23, the Committee determined that, in the face of an uncertain retail environment, the Company achieved strong results ~~were adjusted to exclude capitalized inventory costs, interest income~~across all divisions and ~~expense, mark-to-market impact~~made meaningful progress against the key priorities, and the Committee concluded that overall performance for FY23 met or exceeded expectations.

After the close of ~~inventory derivatives~~FY23 and ~~certain new businesses (Austria,~~its review of the ~~Netherlands, U.S. e-commerce~~financial performance results and ~~Trade Secret) and to reflect~~key priorities described above, the ~~pre-established currency exchange rates.~~

~~The~~Committee approved a payout of ~~each individual~~92.0% of the target MIP award opportunities for our NEOs. Even though the Committee concluded that our overall performance for FY23 had met or exceeded expectations, the Committee did not increase the payout based on the key priorities evaluation. The final total payout was based on the level of MIP Incentive Pre-Tax Income achieved for FY23, consistent with our general emphasis on objective financial performance results.

AWARD OPPORTUNITIES AND PAYOUTS FOR FY23 MIP

Each MIP award has a target award opportunity, expressed as a percentage of the individual’s base salary earned during the fiscal year. The Committee approved these individual award opportunities at the beginning of FY23 based on a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, individual performance and responsibilities, and contractual obligations. For each NEO other than Mr. Canestrari, the FY23 target MIP opportunity as a percentage of base salary did not increase over FY22. The FY23 MIP award earned by each NEO was determined by applying the ~~applicable~~MIP payout percentage of 92.0% to the individual’s target ~~opportunity. The following table summarizes the actual percentage payout relative to target~~award opportunity, as shown below.

FY23 MIP Opportunities and ~~the actual MIP amounts earned for fiscal 2016 performance for each named executive officer, which are also included in the Non-Equity Incentive Plan column of the Summary Compensation Table.~~

         Fiscal 2016 Actual MIP Awards
Name
   Actual % Payout of Target Actual MIP Award
Carol Meyrowitz
   168.92% $ 3,990,740
Ernie Herrman
   168.92% $ 2,334,997
Michael MacMillan
   144.72% $ 799,008
Richard Sherr
   155.49% $ 731,642
Scott Goldenberg
   168.92% $ 686,076

~~Long-Term Cash Incentives (LRPIP).~~ ~~The long-term cash incentive awards made under our LRPIP are~~Payouts


	Target (as a % of Base Salary)		Target(1) (as a $ amount)		Actual Amount Earned
Ernie Herrman	200	%		$3,400,004		$3,128,004
Scott Goldenberg	90	%		$942,371		$866,981
Carol Meyrowitz	150	%		$1,560,000		$1,435,200
Richard Sherr(2)	90	%		$948,463		$872,586
Kenneth Canestrari	85	%		$800,962		$736,885

(1) Target amount based on ~~cumulative divisional performance targets for~~actual salary earned during FY23.

(2) Reflects an adjustment in connection with Mr. Sherr’s transition to a ~~multi-year period. The program is designed~~reduced time schedule during FY23, as discussed below under Employment Agreements.


40			The TJX Companies, Inc.

Compensation Discussion and Analysis

LONG-TERM INCENTIVES

We use a mix of long-term vehicles to ~~motivate~~align the interests of our ~~named executive officers~~executives with the interests of our shareholders, drive execution of our longer-term business goals, and ~~other key Associates to achieve or exceed long-term financial goals, as well as to~~ foster teamwork and collaboration across divisions. We also seek to support the ~~company~~continuity and ~~promote retention. As~~stability of our management team, which is a longstanding, key component of our leadership strategy. In FY23, we continued to return to a program with a significant emphasis on long-term equity incentives and financial performance results, as shown below.


Long-term incentives (LTI): continued phase-out of pandemic-related changes from prior years

FY21 proxy statement	FY22 proxy statement	Today
LTI mix for CEO	LTI mix for CEO	LTI mix for CEO

LTI grantedfor FY21-23 was based on a temporary approach •No PSUs granted; all equity granted as RSUs •LRPIP opportunities with financial goals for the final two years (FY22-23) of the three-year cycle •No change to total target LTI; temporarily increased target level of LRPIP opportunities, in the absence of PSUs for the cycle LTI payouts for FY19-21 reflected discretionary adjustments as discussed in our 2021 proxy statement	LTI granted for FY22-24 returned to a mix of PSUs, RSUs, and LRPIP •Returned to 3-year performance goals for PSUs and LRPIP •No change to total target LTI; target LRPIP reduced to FY20-22 levels LTI payouts for FY20-22 reflected discretionary adjustments as discussed in our 2022 proxy statement FY22 Summary Compensation Table included accounting values attributable to discretionary adjustments for two PSU cycles (FY19-21 and FY20-22)	LTI granted for FY23-25 and FY24-26 continued a mix of PSUs, RSUs, and LRPIP, with increased weighting of PSUs compared to FY22-24 •Continued use of 3-year performance goals for PSUs and LRPIP •Refer to pp. 32-33 for more information about pay mix and CEO target compensation LTI payouts for FY21-23 did not include discretionary adjustments, and no discretionary adjustments are anticipated for other open LTI cycles

* Performance-based portion of CEO LTI mix includes LRPIP ~~awards have overlapping three-year cycles, in each fiscal year we complete~~for FY21-23 and a ~~cycle, continue our performance under an ongoing cycle and grant awards for a new cycle.~~

~~Completion~~combination of LRPIP ~~Cycle. LRPIP~~and PSUs for FY22-24 and FY23-25.

LONG-TERM EQUITY INCENTIVES

KEY FEATURES OF FY23 EQUITY GRANTS

•All equity awards ~~for~~are subject to individual award limits under our Stock Incentive Plan (SIP)

•No one-time equity grants were made to our NEOs during FY23

•No modifications were made to previously-granted equity awards during FY23

•All equity grants are “double-trigger” (no automatic full acceleration upon a change of control)

•All FY23 PSU grants have three-year performance goals

•All FY23 RSU grants are not scheduled to vest in full until FY26

Equity awards under our SIP are generally granted at our regularly scheduled Compensation Committee meetings, held at approximately the ~~fiscal 2014-2016 cycle were~~same times each year.


2023 Proxy Statement			41

Compensation Discussion and Analysis

FY23 PERFORMANCE SHARE UNITS (PSUs) AND RESTRICTED STOCK UNITS (RSUs)

FY23 PSUs: PSUs granted to our NEOs in fiscal 2014, 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 2014-2016 LRPIP: Target Opportunities
Name
   Target
Carol Meyrowitz
   $ 1,475,000
Ernie Herrman
   $ 1,100,000
Michael MacMillan
   $ 700,000
Richard Sherr
   $ 500,000
Scott Goldenberg
   $ 400,000

The ECC pre-established the LRPIP performance goals, including multi-year performance targets and weightings for each division designed to balance the focus on longer-term performance across all the divisions, amounts payable at different levels of performance, specified rates for converting foreign income (to remove the intra-cycle impact of foreign currency exchange rates) and automatic adjustments to reflect certain contingent (but objectively determinable) events that may affect performance.

~~For the fiscal 2014-2016 awards, the LRPIP performance target and results (shown in the table below) were~~FY23 will be earned based on ~~adjusted pre-tax income~~the achievement of FY23-25 Incentive EPS growth goals ~~for our four major divisions~~measured at the end of the three-year performance cycle. The PSUs will also be subject to a downward Incentive ROIC modifier if the Company does not achieve its ROIC goals for the three-year period. The ECC determined adjusted pre-tax income measured over three years to be an appropriate metric in that it represents a core business metric used across our Company to manage our divisions and motivate long-term operational performance and is objective and understandable to participants. In setting theseThese goals ~~the ECC believed that the targets~~ were ~~challenging but reasonably achievable, that the payout formula reflected an appropriate pay-for-performance sensitivity for a long-term incentive program and that~~established using the ~~weighted combination of performance of our main divisions helps to promote our team-based approach to achieving our long-term goals.~~

process described above under Incentive Plan Goal-Setting.

~~How our LRPIP Works~~

Step 1		Step 2
Level of Incentive EPS Performance(1)	Payout as a Percentage of Target(2)		Incentive ROIC Performance Modifier
Below Threshold <85% of target	0%		Below Target Range: Reduce by 20%
Threshold 85% of target	25%
Target 100%	100%		At or Above Target Range: No Modification
Maximum 117%	200%

(1)Performance level expressed as a percent of target based on Incentive EPS at the end of the FY23-25 performance period, which corresponds to the target Incentive EPS CAGR goal for the period.

(2)Before Incentive ROIC modifier. Payout levels based on Incentive EPS performance will reflect the payout formula established for performance between threshold and target or between target and maximum, as applicable.

The Incentive EPS growth target goal for FY23-25 is aligned with our long range business plan and reflects meaningful achievement of an EPS compound annual growth rate (CAGR) goal over the three-year period. The threshold level reflects the minimum level of growth during the three-year period for any payout, and the maximum level is intended to be a significant stretch goal for the period. The Incentive ROIC modifier is intended to ensure that a full payout based on EPS results would be made only if we also generate meaningful capital returns over the three-year period. Consistent with our past disclosure practice, we plan to provide additional detail about the FY23-25 performance goals once the cycle is complete.

FY23 RSUs: RSUs granted to our NEOs during FY23 are scheduled to vest in full during FY26 (April 2025). For NEOs who have satisfied age and service requirements for a special service retirement under the SIP, RSUs are eligible for partial vesting based on the completed portion of the service period, as discussed under Potential Payments upon Termination or Change of Control. RSUs are intended to maintain an appropriate degree of stability and retention within our executive compensation program and support our management continuity and succession planning, as discussed above.

FY23 PSUs and RSUs


	Number of PSUs at Target	Number of RSUs	Total Grant Date Fair Value*
Ernie Herrman	105,484	70,323		$10,900,034
Scott Goldenberg	37,742	25,162		$3,900,048
Carol Meyrowitz	48,388	32,259		$5,000,114
Richard Sherr	35,071	23,381		$3,624,024
Kenneth Canestrari	28,065	18,710		$2,900,050

* Reflects the aggregate grant date fair value of March 2022 PSU and RSU awards as determined for financial reporting purposes. Stock awards are valued based on the closing price of our common stock on the NYSE on the grant date ($62.00). The underlying valuation assumptions for equity awards are further discussed in Note H to our audited financial statements filed with our Annual Report on Form 10-K for FY23.

~~Each division has a performance target (~~~~shown in column A below~~).

~~Each division’s performance (~~~~shown in column C below~~~~) is measured against its target.~~

The ~~pre-established payout formula determines the contribution of each division to the award payout (~~~~shown in column D below~~).

For each division, the formula is based on a 2.5 percentage point payout increase or decrease for each 1 percent that divisional performance results are achieved above or below the divisional target.*

~~Each divisional contribution to the award payout (~~~~shown in column D below~~~~) is weighted according to thepre-established~~ ~~divisional weightings (~~~~shown in column B below~~~~) and added together to determine the overall LRPIP award payout percentage.~~

~~The maximum LRPIP payout is capped at 200%.~~TJX Companies, Inc.

* Each division contributes toward

Compensation Discussion and Analysis

PREVIOUSLY GRANTED PERFORMANCE SHARE UNITS (PSUs)

As discussed in our prior proxy statements, no PSUs were granted for the ~~final payout without a divisional threshold or maximum~~FY21-23 cycle due to ~~reflect aggregate company results. Because~~the uncertainty caused by the pandemic and the significant disruption to our business at the time when financial performance goals would typically be set in March 2020. The Committee returned to its practice of ~~this aggregation~~granting three-year PSU awards in FY22, and each of ~~divisional performance, there is no single level~~our NEOs currently holds PSUs that are eligible to vest based on the achievement of performance criteria for ~~threshold~~FY22-24, FY23-25, and FY24-26. Consistent with our past disclosure practice, we plan to provide additional detail about these performance goals once each PSU cycle is complete.

LONG-TERM CASH INCENTIVES

Long Range Performance Incentive Plan (LRPIP) awards are designed to motivate our NEOs and other key Associates to achieve or ~~maximum payouts. If we assume that~~exceed long-term financial goals, to foster teamwork and collaboration across the Company, and to promote retention. Our LRPIP awards have overlapping three-year cycles, with a new cycle starting each ~~division performs at~~fiscal year, and constitute a limited portion of the same level against its target, the minimum (threshold) level for any payout would be 60% of each divisional performance target and the maximum payout level would be achieved if performance is 140% of each divisional performance target.

   Fiscal 2014-2016 LRPIP
Performance Goals
Fiscal 2014-2016 LRPIP
Performance Results
   (Adjusted Pre-Tax Income* in 000s) (Adjusted Pre-Tax Income* in 000s)
   Cumulative 3-Year
Performance Target
(Payout %=100%) Divisional
Weightings Cumulative
3-Year LRPIP
Performance    Unweighted
Contribution to
Award Payout % Weighted
Contribution to
Award
Payout %
   (A) (B) (C)    (D) (D x B)
Marmaxx
  $7,947,849 68.5% $8,330,654       112.05% 76.75%
Home Goods
  $1,090,909 10.5% $1,392,972       169.23% 17.77%
TJX Europe
  £   570,392 10.5% £   580,624       104.48% 10.97%
TJX Canada
C$1,311,450 10.5% C$1,328,305       103.23% 10.84%



100% Total Payout 116.33%

*Fiscal 2014-2016 LRPIP performance was measured by adjusted pre-tax income goalsoverall long-term incentive mix for our ~~four major divisions for the three-year period as shown above. Under the terms pre-established by the ECC,~~NEOs.

KEY FEATURES OF LRPIP ~~performance~~

•Broad-based program that extends throughout our global organization, emphasizing team-based execution of our company-wide business strategies over a longer time horizon

•Performance tied to objective longer-term business goals and results ~~were adjusted~~approved by the Compensation Committee

•Maximum payout limits continue to ~~exclude capitalized inventory costs, interest income and expense, mark-to-market impact~~apply to all awards (no more than 200% of ~~inventory derivatives and certain new businesses (U.S. e-commerce and Trade Secret) and to reflect the pre-established currency exchange rates.~~

~~After the end of fiscal 2016, LRPIP performance results~~each award opportunity for the ~~fiscal 2014-2016 cycle were certified by the ECC, and the payout of each LRPIP award was determined by applying the overall payout percentage~~FY21-23 cycle)

•Temporary approaches that applied to the ~~individual’s target opportunity for that cycle. The actual~~FY21-23 LRPIP ~~amounts earned by the named executive officers for the fiscal 2014-2016 LRPIP awards are set forth~~cycle in the ~~table below and are also included~~absence of PSUs were discontinued for cycles starting in FY22, as shown on p. 41 above

FY23-25 LRPIP – NEW CYCLE

During FY23, the ~~Non-Equity Incentive Compensation column of the Summary Compensation Table.~~

Fiscal 2014-2016 LRPIP: Actual Amounts Earned
Name    Payout
Carol Meyrowitz
   $ 1,715,868
Ernie Herrman
   $ 1,279,630
Michael MacMillan
   $ 814,310
Richard Sherr
   $ 581,650
Scott Goldenberg
   $ 465,320

~~New LRPIP Cycle. During fiscal 2016, the ECC~~Committee established the new LRPIP ~~dollar~~ target award opportunities ~~and performance goals~~ for the ~~fiscal 2016-2018~~FY23-25 cycle for our ~~named executive officers: Ms. Meyrowitz, $1,575,000;~~NEOs. These opportunities were set following consideration of a number of factors, including an assessment of overall competitiveness, mix of compensation elements, contractual obligations, and individual responsibilities at the time of the grant.

FY23-25 LRPIP Target Opportunities


Ernie Herrman			$1,700,000
Scott Goldenberg			$500,000
Carol Meyrowitz			$1,040,000
Richard Sherr*			$700,000
Kenneth Canestrari			$450,000

* Prior to adjustment in connection with Mr. ~~Herrman, $1,100,000; Mr. MacMillan, $700,000; Mr. Sherr, $500,000;~~Sherr’s transition to a reduced time schedule during FY23 and

~~Mr. Goldenberg, $500,000. The ECC also~~ scheduled retirement during FY24, as discussed below under Employment Agreements.

During FY23, the Committee established a new three-year LRPIP ~~performance~~Incentive Pre-tax Income target for FY23-25 (based on aggregate targets for ~~each division for the new cycle, divisional weightings,~~all divisions), payout formulas, and a maximum LRPIP payout percentage of 200% for the fiscal 2016-2018 cycle, with each division contributing toward the final payout without a divisional threshold or maximum to reflect aggregate company results. Assuming that each division performs at the same level against its target performance, thecycle. The minimum (threshold) level for any payout is ~~60%~~33% of the performance target and the maximum payout level is achieved if performance is at or above ~~140%~~167% of the performance target. Refer to Incentive Plan Goal-Setting above for more information.

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 fiscal 2016 and future periods (fiscal 2017 and fiscal 2018),~~cycles ending after FY23, once the applicable performance cycle is complete.

~~Equity Incentives~~

~~Equity~~


2023 Proxy Statement			43

Compensation Discussion and Analysis

FY21-23 LRPIP – Completed Cycle

LRPIP goals and awards ~~are made under~~for the ~~Stock Incentive Plan (SIP), generally~~FY21-23 cycle were established by the Committee in March 2021. The goal-setting process for this cycle reflected temporary approaches following the onset of the pandemic, as discussed in our 2021 and 2022 proxy statements. In establishing performance goals for the final two years (FY22-23) of the three-year cycle, the Committee considered our pre-pandemic financial goals and results, the significant negative impact of the pandemic on our global retail operations during FY21, and the ongoing impact and continued uncertainty of the pandemic on our business operations during FY22, including hundreds of temporary store closures at the time the goals were established in March 2021. As described above, the Committee has subsequently reintroduced PSU awards to the long-term incentive program and returned to three-year financial performance goals for both PSUs and LRPIP.

The Committee determined that the cumulative adjusted pre-tax income measure detailed in the ~~form~~table below (referred to as LRPIP Pre-tax Income), was an appropriate and effective metric to motivate, focus, and reward operational performance across the Company over a longer time horizon, and that using a goal based on aggregate targets for all divisions would promote our team-based approach to achieving our long-term goals.

After the end of ~~stock options~~FY23, LRPIP results for this cycle were approved by the Committee as follows:

FY21-23 LRPIP Performance Goals and ~~performance-based stock awards. Stock options do not deliver value unless~~Results



FY22-23 LRPIP Incentive Pre-Tax Income(1)
	Threshold	Target	Maximum	Actual
Performance goal (FY22-23)	$3,083,737	$9,251,211	$15,418,685	$11,103,128
Percentage of target	33%	100%	167%	120%
Payout (as a % of target)	0%	100%	200%	130.0%

(1) LRPIP Incentive Pre-tax Income is shown in thousands. LRPIP Incentive Pre-Tax Income goals and results for FY21-23 reflected the definitions and automatic adjustments for the FY22-23 performance period pre-established by the Compensation Committee in March 2021. Refer to Appendix A for information about how LRPIP Incentive Pre-tax Income was determined based on total segment profit reported in our Annual Report on Form 10-K for the applicable year. As discussed above, we followed a temporary approach for the FY21-23 cycle, using performance goals for the final two years (FY22-23) of the three-year cycle, and we have returned to three-year performance goals starting with the FY22-24 LRPIP cycle. Accordingly, the performance goals shown above are not directly comparable to our typical three-year LRPIP performance goals. No discretionary adjustments were made to the pre-established financial performance goals for FY21-23 LRPIP. The pre-established exclusion to remove the positive or negative impact of certain temporary items related to the pandemic, discussed above under Incentive Plan Goal Setting, was taken into account by the Committee in establishing the LRPIP performance target for the FY22-23 period, and incentive payouts under our LRPIP would have been higher without such adjustment as actual net costs for the temporary items were less than originally planned for FY22-23.

Award opportunities and payouts for FY21-23 LRPIP: During FY21 (in June 2020), the ~~value~~Committee approved individual LRPIP award opportunities based on a variety of ~~our stock appreciates~~factors, including an assessment of overall competitiveness, mix of compensation elements, contractual obligations, and ~~then only to~~individual responsibilities at the ~~extent~~time of ~~such appreciation, thus aligning~~ the ~~interests~~grant. The increased target award levels for the FY21-23 LRPIP cycle reflected a temporary approach in the absence of ~~our executive officers with those~~PSU awards for the cycle, as previously disclosed, and was discontinued for subsequent LRPIP cycles. The actual LRPIP award earned for each individual after the end of ~~our stockholders. Performance-based stock awards include vesting conditions requiring achievement~~FY23 is the target opportunity for the cycle multiplied by the total payout percentage of pre-established performance criteria, linked to TJX’s financial performance. Both stock options and performance-based stock awards also have service-based vesting conditions that provide important retention incentives. Our equity incentives granted to our named executive officers during fiscal 2016 were intended to qualify for an exemption from the deduction limitation rules of Section 162(m).

~~In March 2015 and September 2015, the ECC awarded equity incentives to our named executive officers~~130.0%, as shown ~~in the following table. The ECC granted additional performance-based stock awards to Ms. Meyrowitz~~below.

FY21-23 LRPIP Opportunities and ~~Mr. Herrman in January 2016~~Payouts


	FY21-23 Target Opportunities		FY21-23 LRPIP Actual Award Earned
Ernie Herrman		$3,369,840		$4,380,792
Scott Goldenberg		$1,224,000		$1,591,200
Carol Meyrowitz		$1,812,000		$2,355,600
Richard Sherr*		$1,210,720		$1,573,936
Kenneth Canestrari		$946,800		$1,230,840

* Reflects an adjustment in connection with ~~the CEO~~Mr. Sherr’s transition ~~effective at the start of fiscal 2017,~~to a reduced time schedule during FY23, as ~~further~~ discussed below under~~Performance-Based Stock Awards in Connection with CEO Transition~~.

Name
Stock Option Awards
(grant date fair value)(1)

Performance-Based Stock Awards
(grant date fair value)(1)
Carol Meyrowitz(2)
   $631,618    -
Ernie Herrman(3)
   $527,072    $9,106,500
Michael MacMillan
   $285,546    $2,802,000
Richard Sherr
   $329,420    $3,511,600
Scott Goldenberg
   $285,546    $2,101,500

Employment Agreements.

	~~(1)~~	Reflects the aggregate grant date fair value of March 2015 performance-based stock awards and September 2015 option awards. Stock awards are valued based on the closing price of our common stock on the NYSE on the grant date. Option awards are valued using the Black-Scholes option pricing model.
44			The underlying valuation assumptions for equity awards are further discussed on Note H to our audited financial statements filed with our Annual Report on Form 10-K for fiscal 2016. The value of Mr. Sherr’s stock awards includes the value of accrued dividends on a fiscal 2017 MIP-based stock award from the date the ECC awarded the shares in March 2015 to the grant date for accounting purposes.TJX Companies, Inc.

~~(2)~~

Ms. Meyrowitz did not receive a performance-based stock award in March 2015. During fiscal 2015, the ECC granted Ms. Meyrowitz a performance-based stock award with MIP-based performance goals and service requirements for fiscal 2016 with a grant date fair value of $16,485,000, which was included in the Summary Compensation Table for fiscal 2015 (the year of grant) in accordance with SEC rules. The performance-based stock award (transition award) granted to Ms. Meyrowitz in January 2016 in connection with the CEO transition is described further in the section entitled~~Performance-Based Stock Awards in Connection with CEO Transition~~.

~~(3)~~

~~The performance-based stock award (career shares) granted to Mr. Herrman in January 2016 in connection with the CEO transition is described further in the section entitled~~~~Performance-Based Stock Awards in Connection with CEO Transition.~~

Compensation Discussion and Analysis


~~Stock Option Grants~~~~. The ECC determined~~

OUR DECISION MAKING PROCESS

THE ROLE OF THE COMPENSATION COMMITTEE

The Compensation Committee, a committee of our Board of Directors composed entirely of independent directors, oversees the number of stock options granted to our named executive officers in September 2015 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. All option awards were granted with an exercise price equal to the closing stock price on the NYSE on the date of grant.

~~Equity Grant Practices~~

~~• All~~ of our ~~equity awards are made under our SIP.~~

~~• The exercise price of each stock option grant is the closing stock price on the NYSE on the grant date.~~

~~• 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.~~

~~• Virtually all of our equity awards are granted at regularly scheduled ECC meetings held at approximately the same times each year and scheduled in advance.~~

~~Grants of Performance-Based Stock Awards.~~ ~~The ECC awarded new performance-based stock awards in fiscal 2016 to our named~~ executive officers, ~~based on factors~~ including the ~~executive’s responsibilities, the potential value of each grant and~~NEOs. In determining the overall ~~competitiveness~~level of executive compensation and establishing the design and mix of specific elements, the Committee considers a number of quantitative and qualitative factors, including:


•individual executive performance and responsibilities •market data and peer practices •retention, leadership stability and continuity, succession planning, and organizational changes			•our broad-based talent and rewards practices and strategies •our key business priorities and Company and divisional performance •our business culture and core values			•shareholder feedback, including our say-on-pay vote •employment terms and contractual negotiations •risk mitigation strategies, and the balance of risks and rewards

The Committee also assists the Board in its oversight of human capital management with respect to compensation and benefits for our Associates, and the Committee approaches executive ~~compensation. Each~~compensation as part of the overall strategic framework for total rewards at TJX. This framework applies to all TJX Associates and reflects our global total rewards principles, which include sharing in the success of the Company, encouraging teamwork and collaboration across our global workforce, and being fair and equitable.

The Committee’s annual executive compensation process includes pay-for-performance analysis, competitive analysis, market checks, consideration of executive performance evaluations, reviews of Company performance across a range of divisions and key functions, an annual compensation risk assessment, and input and advice from Pearl Meyer (discussed further below). In addition to any special actions the Committee may take throughout the year, the Committee typically reviews and approves the elements of our named executive officers, other than Ms. Meyrowitz, received fiscal 2016-2018 LRPIP-based stock awards in March 2015. Based on his performance and responsibilities for our largest division, Mr. Sherr also received~~MIP-based~~ ~~stock awards intended to bridge~~NEOs’ compensation using the interim periods until the end of the fiscal 2016-2018 LRPIP cycle. Full vesting of the LRPIP-based awards is subject to satisfaction of three-year performance vesting conditions requiring achievement of a payout of not less than 67% of the target LRPIP payout for the fiscal~~2016-2018~~ cycle, which will require us to achieve 87% of the three-year cumulative target performance, 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. Ms. Meyrowitz received a fiscal 2016 MIP-based stock award during fiscal 2015, as described in our fiscal 2015 proxy statement. Under her new employment agreement that became effective at the beginning of fiscal 2017, Ms. Meyrowitz’s future performance-based stock awards will have a three-year performance vesting period.

~~Performance-Based Stock Awards in Connection with CEO Transition~~. In January 2016, the ECC granted awards of performance-based restricted stock to Ms. Meyrowitz and Mr. Herrman in connection with their transition to new roles and their new employment agreements that became effective at the start of fiscal 2017.

following general process:

Assess

Set

Review and Approve

~~Performance-Based Stock Awards in Connection with CEO Transition~~

•Market data, competitive analysis

•Quantitative and qualitative performance factors and individual performance reviews

•Shareholder feedback

~~Name~~

•Peer group for upcoming year

•Incentive plan goals

•Salaries, award opportunities, and equity grants

~~Grant date fair value(1)~~

~~Carol Meyrowitz~~

~~$10,000,030~~

Transition award: 70,186 shares scheduled to vest based on continued employment with the Company through fiscal 2017, and 70,185 shares scheduled to vest based on continued employment with the Company through fiscal 2018; full award is subject to fiscal 2017 MIP-based performance conditions

~~Ernie Herrman~~

~~$5,000,051~~

~~Career shares: 70,186 restricted stock units scheduled to vest in full at~~

•Performance results under incentive plans, after the end of ~~fiscal 2026 with pro-rated annual vesting beginning at~~ the ~~end of fiscal 2020, subject to continued employment with the Company; full award is subject to fiscal 2017 MIP-based~~applicable performance ~~conditions~~period

~~(1)~~

Reflects the aggregate grant date fair value of performance-based stock awards granted in January 2016 in connection with our CEO transition. Stock awards are valued based on the closing price of our common stock on the NYSE on the grant date. The underlying valuation assumptions for equity awards are further discussed on Note H to our audited financial statements filed with our Annual Report on Form 10-K for fiscal 2016.

THE ROLE OF EXECUTIVES

Our executive officers play a limited role in the executive compensation process. The ~~ECC granted~~Board reviews with our executives the ~~transition award~~annual and multi-year business plans for TJX and our divisions, which form the basis of ~~performance-based restricted stock~~the financial performance targets for our short-and long-term incentive plans. During FY23, the Compensation Committee reviewed with our executives the key business priorities for the Company in connection with the annual incentive framework established for the year. The Committee or Board may also invite our executive officers to ~~Ms. Meyrowitz~~discuss business and organizational strategies and to attend portions of its meetings on various topics, which provides additional context for the Committee’s compensation decisions. For NEOs other than our CEO and Executive Chairman, the Committee considers compensation recommendations from the CEO and the results of individual performance evaluations of these other NEOs by the CEO, among other factors. The Compensation Committee receives individual performance evaluations of our CEO and Executive Chairman from the Corporate Governance Committee, which does not make executive compensation recommendations.

THE ROLE OF OUR PEER GROUP

The Committee uses peer group data to inform its compensation decision-making for our NEOs. Peer group data allows the Committee to evaluate the competitiveness of NEO compensation and our program design, as ~~part~~well as marketplace practices and the relationship of her transition to three-year performance-based stock awards starting in fiscal 2017. Under her new employment agreement, Ms. Meyrowitz is entitled, subject to her continued employment with us, to future annual performance-based stock awards withpay and performance on a ~~grant date value of $5 million that will be subject to satisfaction of LRPIP-based performance criteria with a three-year performance vesting period.~~ relative basis.

The ~~ECC~~Committee believes that ~~using~~peer group data provides important context for its compensation decisions. At the ~~multi-year performance period under LRPIP as~~same time, the ~~performance condition for future stock awards will help align her long-term interests~~Committee recognizes that our off-price retail business model, in combination with ~~those of~~ our ~~stockholders, promote retention~~size and ~~be more consistent with performance conditions used in stock awards for our~~global focus, is distinct from other ~~executives. The first of Ms. Meyrowitz’s three-year awards, with performance conditions based on the fiscal 2017-2019 LRPIP cycle, was granted after the close of fiscal 2016.~~

~~This performance-based stock award for Mr. Herrman is structured as an award of “career shares” in~~companies, and that the ~~units are scheduled~~retail environment in recent years has presented challenges when evaluating companies for comparability to ~~vest in full at~~TJX.

The Committee does not rely on strict benchmarking or target any element of NEO compensation by reference to any specified level of compensation within the ~~end~~peer group. The Committee monitors TJX performance relative to the peer group, using a range of ~~fiscal 2026,~~financial performance metrics (including TSR) over multiple time periods, but has not adopted a formulaic approach for evaluating relative performance and determining its impact on our compensation program. The Committee has also supplemented peer group data from time to time with ~~prorated annual vesting beginning at the end of fiscal 2020, subject~~additional case studies and market data to ~~his continued employment with us. In connection with~~provide further context for its review of Mr. Herrman’s new employment agreement terms and benefits, the ECC made the career shares award to Mr. Herrman in recognition of his promotion to CEO and in consideration of the importance of promoting his retention and aligning his long-term interests with those of our stockholders.

These stock awards for Ms. Meyrowitz and Mr. Herrman have performance-based vesting criteria. 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 for the performance period, which will require us to achieve 96% of targeted performance under MIP for fiscal 2017. 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 Performance-Based Stock Awards.~~Our named executive officers held performance-based stock awards with performance-based vesting criteria that were satisfied based on fiscal 2016 MIP performance (in the case of Ms. Meyrowitz and Mr. Sherr) or fiscal 2014-2016 LRPIP performance (in the case of each named executive officer other than Ms. Meyrowitz), as follows:

compensation decisions.


~~Satisfaction of Performance Vesting Criteria~~2023 Proxy Statement			45

Compensation Discussion and Analysis

PEER GROUP EVALUATION CRITERIA

The Committee annually assesses the composition of the peer group. In consultation with Pearl Meyer, the Committee considers criteria beyond standard industry classifications in constructing and evaluating the peer group, including:

•business focus and industry similarity, targeting retail companies with comparable customer or merchandise strategies, and also considering consumer product companies that meet size and complexity criteria;

•revenues, market capitalization, and number of employees;

•business complexity, reflected by factors such as significant global operations, brand and/or product line diversity, multiple segments, and e-commerce strategy; and

•financial performance metrics, including operating and market performance.

The Committee seeks to establish an appropriate peer group for TJX that takes into account the factors described above. In recent years, the Committee’s peer group evaluation has taken into account TJX’s growth and expanding global operations, coupled with the continuing challenges facing other companies in the retail industry.

FY23 PEER GROUP

During FY22, the Committee considered the continued appropriateness of the peer group for purposes of providing context for making compensation decisions for FY23. After consultation with Pearl Meyer, the Committee determined that the following group of 17 large, publicly traded consumer-oriented companies would continue to be appropriate to use for FY23 compensation decisions:

Best Buy

Kimberly-Clark

~~Performance Condition for Full Vesting~~Macy’s

Nordstrom

~~Performance Results~~Ross Stores

The Home Depot

~~MIP-based~~

~~Stock Awards~~

Coca-Cola

Kohl’s

~~Achievement of a payout of not less than 67% of the corporate MIP target payout for fiscal 2016, which required us to achieve 96% of the targeted performance for fiscal 2016 MIP~~McDonalds

PepsiCo

~~Fiscal 2016 corporate MIP payout of 168.92%~~Starbucks

VF Corporation

~~LRPIP-based Stock Awards~~Estée Lauder

Lowe’s

Achievement of a payout of not less than 67% of the fiscal 2014-2016 LRPIP target payout, which required us to achieve 87% of the targeted cumulative performance for the fiscal 2014-2016 LRPIP cycle (reflecting the weighting of the divisions and assuming that each division performed at the same level against its target)Nike

Procter & Gamble

~~Fiscal 2014-2016 LRPIP payout of 116.33%~~Target

~~The service-based vesting conditions for Ms. Meyrowitz’s award were also satisfied at~~

At the end of ~~fiscal 2016, but~~FY23, TJX’s revenue, market capitalization, and number of employees was positioned at approximately the ~~awards held by our other named executive officers remained subject~~71st, 53rd, and 82nd percentile, respectively, within the FY23 peer group.

THE ROLE OF COMPENSATION CONSULTANTS

The Compensation Committee engaged Pearl Meyer to ~~service-based vesting conditions after fiscal 2016 year end,~~serve as ~~described in footnote 3~~the independent compensation consultant to the ~~Outstanding Equity Awards table.~~

~~Other~~ Committee for FY23. Pearl Meyer attended all of the Committee’s meetings during the fiscal year and consulted with the Committee on an ongoing basis throughout the year. Pearl Meyer provided industry, peer, and market data and advised the Committee on a variety of matters in connection with FY23 compensation, including:

•the design and competitive positioning of key compensation elements (base salary, annual bonus, and long-term cash and equity incentives) of our compensation program for our NEOs and other senior management;

•annual and long-term incentives and payout determinations;

•pay versus performance considerations, including short-term and long-term relationships between NEO pay and financial performance relative to our peers;

•the evaluation of a compensation peer group;

•terms of employment agreements, equity and cash incentives, severance plans, perquisites, and other executive compensation-related policies;

•compensation in connection with management succession and transition planning;

•incentive plan features and market practices, including the mix of metrics in short- and long-term incentives and the use of financial and non-financial performance measures and adjustments, ESG metrics, and relative TSR metrics, and the mix of vehicles for long-term incentives;

•aggregate equity program usage;

•our compensation risk assessment, including broad-based compensation practices;

•shareholder feedback, proxy advisor policies and reports, and related outreach and engagement; and

•updates on compensation-related practices, trends, and regulatory developments, as well as on other pay-related matters.

The Committee used this information and advice from Pearl Meyer as a reference in assessing the overall competitiveness of our NEOs’ compensation and our executive compensation program and making its compensation decisions and determinations about the design, overall level and mix of compensation, plan metrics, goals and payout formulas, and individual compensation components, including benefits and perquisites.


46			The TJX Companies, Inc.

Compensation ~~Components~~

~~Retirement Benefits~~. Discussion and Analysis

Pearl Meyer did not perform any services for TJX other than work for the Compensation Committee and for the Corporate Governance Committee on director compensation. Pearl Meyer reported directly to the Compensation Committee, which determined the scope and terms of Pearl Meyer’s engagement. During FY23, the Committee reviewed its existing relationship with Pearl Meyer, including potential conflicts of interest, and determined that Pearl Meyer’s work for the Committee did not raise any conflicts of interest and that Pearl Meyer continued to be an independent advisor to the Committee.

OTHER COMPENSATION PRACTICES AND CONSIDERATIONS

RETIREMENT BENEFITS

All of our ~~named executive officers~~NEOs are eligible to participate in our 401(k) plan and also participate in aour broad-based pension plan ~~for U.S. Associates~~ under which benefits are accrued based on compensation and service. We also maintain a Supplemental Executive Retirement Plan (SERP). Ms. Meyrowitz is a vested participant in our primary SERP benefit 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,~~Goldenberg, Mr. Sherr, and Mr. ~~Goldenberg~~Canestrari participate in our alternative SERP benefit program, which is intended to restore pension benefits that ~~would otherwise not be available due to~~exceed certain limits imposed by the Internal Revenue Code ~~restrictions.~~using the same benefit formula as our broad-based pension plan. Long-term incentives are not included in defined benefit pension calculations, and we do not have a policy of granting extra years of credited service for purposes of our pension plans. These programs are discussed underPension Benefits below.

~~Deferred Compensation~~~~. Our named executive officers can~~

DEFERRED COMPENSATION

During FY23, our NEOs could defer compensation under our Executive Savings Plan (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 encouraging executive retention and rewarding ~~and encouraging retention. Participants in the ESP,~~company performance. Our NEOs, other than ~~those~~Ms. Meyrowitz (who is eligible for our primary SERP ~~benefit,~~benefit), were eligible to receive an employer ~~match~~matching credits under ESP based in part on our performance under our MIP. Mr. Herrman, Mr. ~~MacMillan,~~Goldenberg, Mr. Sherr, and Mr. ~~Goldenberg~~Canestrari received ~~this match for fiscal 2016. Under his new employment agreement, Mr. Herrman is also eligible for supplemental Company~~ESP employer credits of $1 million for each of fiscal 2017, fiscal 2018 and fiscal 2019 if applicable performance goals are met for the fiscal year. Amounts deferred under the ESP are notionally invested in mutual funds or other market investments selected by the participant.during FY23. Ms. Meyrowitz has amounts previously deferred under our General Deferred Compensation Plan (GDCP), now closed to new deferrals, which earn notional interest 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~~These deferred compensation plans for ~~named executive officers~~NEOs are discussed with the compensation tables underNonqualified 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~~Plans. Company-provided amounts under these programs 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 2016, Mr. MacMillan continued his leadership of TJX International as Senior Executive Vice President, Group President, after relocating from the U.S. to the U.K.included in ~~fiscal 2013 and relocating back to the U.S. in fiscal 2016, and was eligible for expatriate benefits under this program. These expenses are detailed in footnote 5to~~ the Summary Compensation ~~Table.~~

~~Perquisites~~~~. We provide limited perquisites and other personal benefits to our named executive officers. These benefits, which are included~~Table below as All Other Compensation and detailed in footnote 5 to that table.

PERQUISITES AND OTHER BENEFITS

We provide limited perquisites and other personal benefits to our NEOs, which are reviewed every year by the ~~Summary Compensation Table,~~Committee. These benefits consist generally of automobile allowances, reimbursement for legal, financial, and tax planning services, and payment of management life insurance ~~premiums. None~~premiums, none of ~~these perquisites~~which is grossed up for taxes.

~~Related Policies~~ The amounts are included in the Summary Compensation Table below as All Other Compensation and ~~Considerations~~

~~Stock Ownership Guidelines~~. detailed in footnote 5 to that table.

EXECUTIVE STOCK OWNERSHIP GUIDELINES

We have stock ownership guidelines that apply to all of our executive officers. ~~Our Chief Executive Officer and President~~Under these guidelines, our CEO and our Executive Chairman are expected to attain stock ownership with a fair market value equal to at least ~~five~~six times annual base compensation. Our Chief Financial Officer and each Senior Executive Vice President are expected to attain stock ownership with a fair market value of at least three times annual base compensation. At age 62, ~~the~~these ownership guidelines are reduced by fifty ~~percent. These~~percent for executives other than the CEO and the Executive Chairman. Executives are expected to make steady progress toward the ownership guidelines and to attain them within five years of their hire or promotion date. Executives who have not attained the requisite ownership level are expected to retain at least 50% of the net value of shares of stock received upon or following vesting of stock awards and exercise of stock options (net of income taxes and, if applicable, exercise price). For purposes of our stock ownership guidelines, shares owned by the executive, outstanding RSUs, and outstanding PSUs at the threshold level (25%) are counted toward the guidelines, but unexercised stock options are not counted. Our stock ownership guidelines, together with our emphasis on long-term equity incentives and other applicable Company policies, are designed to align our executives’ interests with those of our ~~stockholders~~shareholders and to encourage a long-term focus. As of April ~~11, 2016,~~13, 2023, each of our executive officers was in compliance with our stock ownership ~~guidelines and policies.~~ guidelines.

HEDGING AND PLEDGING PROHIBITIONS

Our policies ~~also~~ prohibit our executive officers from engaging in pledging or hedging transactions with respect to TJX stock.

~~Employment Agreements~~. See Governance and Ethics Policies and Practices above for more information on this policy.


2023 Proxy Statement			47

Compensation Discussion and Analysis

EMPLOYMENT AGREEMENTS

The ~~ECC~~Committee has reviewed and approved, after consultation with ~~its independent compensation consultant,~~Pearl Meyer, individual employment agreements for our ~~named executive officers~~NEOs that set ~~their~~certain terms of employment, including compensation, benefits, and termination and change of control provisions discussed underSeverance, Retirement, and Change of Control Provisions. below. We believe that these employment agreements and related plans help retain our key executives and support our succession planning ~~process, including our CEO transition at the start of fiscal 2017.~~

objectives. The ~~ECC~~Committee takes the terms of these agreements into account when approving compensation for our ~~named executive officers, including the performance-based stock awards granted to Mr. Herrman and Ms. Meyrowitz in connection with~~NEOs.

Each of our ~~CEO transition, described above.~~

~~In January 2015, we entered into new~~NEO employment agreements effective at the beginning of fiscal 2016, with Ms. Meyrowitz, Mr. Goldenberg and Mr. Sherr. The agreement with Ms. Meyrowitz replaced her prior two-year agreement and was scheduled to continue until January 28, 2017 unless terminated earlier; the agreements with Mr. Goldenberg and Mr. Sherr replaced their priorhas a three-year ~~agreements, and, unless~~term. Unless terminated earlier in accordance with their terms, ~~will continue until February 3, 2018.~~

~~In October 2015, we entered into new employment~~our agreements with Mr. Herrman and Ms. Meyrowitz. The new agreements as amended and restated took effect January 31, 2016 in connection with Mr. Herrman’s and Ms. Meyrowitz’s transitions to Chief Executive Officer and Executive Chairman, respectively. The new employment agreement with Mr. Herrman replaced his existing three-year agreement and, unless terminated earlier in accordance with its terms, willMeyrowitz continue until February ~~2, 2019. The new employment agreement~~1, 2025 and our agreements with ~~Ms. Meyrowitz replaced her existing two-year agreement~~Mr. Goldenberg and ~~unless terminated earlier in accordance with its terms, will~~Mr. Canestrari continue until February ~~2, 2019.~~

3, 2024.

The agreements with our ~~named executive officers~~NEOs establish a minimum level of base salary and provide for participation in ~~the~~our SIP, ~~(in the case of Ms. Meyrowitz, not in new stock option grants, but in performance-based restricted stock awards, referenced above),~~ MIP, and LRPIP, at levels commensurate with the executive’s position and responsibilities and subject to terms established by the ~~ECC,~~Committee, and also entitle the executives to participate in ~~TJX’s~~our fringe benefit and deferred compensation plans, including, in the case of Mr. Herrman and Ms. Meyrowitz, an automobile allowance ~~commensurate with their respective positions. Mr. Herrman’s~~ and ~~Ms. Meyrowitz’s agreements also provide for minimum MIP~~reimbursement of reasonable legal and ~~LRPIP target award levels during~~financial advisor fees and costs incurred in negotiating the ~~term of the agreements, and~~agreement. Mr. Herrman’s agreement provides for ~~enhanced benefits to him~~a target award opportunity of at least 200% of base salary for MIP and at least 100% of base salary for LRPIP and a specified company match under our ~~ESP, including an increased Company match and the supplemental performance-based Company credits described above.~~ESP. Ms. Meyrowitz’s agreement ~~specifies interest rate assumptions~~provides for ~~determining~~eligibility for continued vesting of future stock awards and certain long-term cash awards in the event that she provides additional Board-approved services to the Company following any future retirement; and provides for target award opportunities of at least 150% of base salary for MIP and at least 100% of base salary for LRPIP and annual stock awards with a total grant date value of $5 million, consisting of PSUs with a three-year performance vesting period and RSUs.

Mr. Sherr is scheduled to retire from the Company in July 2023, and in April 2022 we entered into a letter agreement with him confirming the terms of his retirement and his continued employment on a reduced-time (80%) basis until his retirement date. Under the terms of the letter agreement, Mr. Sherr’s base salary, automobile allowance, target MIP opportunity, and target LRPIP opportunities were reduced during FY23 to reflect his reduced schedule; Mr. Sherr remains eligible for other benefits in accordance with and subject to plan terms but is not eligible for new award opportunities under MIP or LRPIP for performance periods beginning in FY24 or later or for new equity awards under the SIP; and, following his retirement, Mr. Sherr will be eligible for benefits under the Company’s plans and programs, including any special service retirement benefits applicable to outstanding LRPIP or SIP awards, in accordance with and subject to plan terms.

EXECUTIVE CHAIRMAN COMPENSATION

The Committee recognizes that the role of executive chairman varies across different companies. In establishing compensation for Ms. Meyrowitz, our Executive Chairman, the Committee was advised by Pearl Meyer and evaluated market data on executive chairman positions. This evaluation took into account the degree of active involvement that Ms. Meyrowitz has as part of the management team at TJX relative to other executive chairman roles that may be more limited or transitional in nature. Ms. Meyrowitz is an active and integral member of the executive management team in addition to serving as Chairman of the Board. In her ~~SERP benefit.~~

~~Severance~~role as Executive Chairman, she serves as a key resource to management in the areas of merchandising, marketing, and ~~Change~~internal training, drawing upon her decades of ~~Control Provisions~~. experience with our distinct off-price business model and her extensive understanding of the evolving retail environment and business innovation and the Company’s strategic initiatives and long-term strategy. Ms. Meyrowitz has wide ranging, in-depth knowledge of our business and the retail industry overall, and our Board strongly believes that, through her role as an active senior executive at TJX and her support of senior management, she continues to make significant contributions to TJX’s long-term growth and success in addition to providing experienced leadership to the Board. Total target compensation for our Executive Chairman did not increase for FY23 and has not increased since FY18. During FY22, in connection with the renewal of the employment agreement with Ms. Meyrowitz at the start of FY23, the Committee reviewed additional market information and advice from Pearl Meyer, including an evaluation of peers and other Fortune 200 companies with executive chairman positions, and determined that compensation for Ms. Meyrowitz continues to be reasonable and appropriate in light of her ongoing responsibilities and contributions to the Company.

SEVERANCE, RETIREMENT, AND CHANGE OF CONTROL PROVISIONS

We provide ~~severance terms~~benefits to our executive officers ~~including~~in connection with certain terminations of employment, and in connection with a change of control inof TJX, under the terms of our employment agreements and plans. Each ~~named executive officer~~NEO has agreed to post-employment non-competition, non-solicitation, and other covenants intended to protect our business. Each of our NEOs has entered into participation agreements under our Executive Severance Plan established in 2018 (the 2018 Severance Plan). The 2018 Severance Plan provides for payments and benefits upon a qualifying termination of employment (other than in connection with a change of control of TJX) and includes restrictive covenants and other conditions. The terms of certain of our long-term incentive awards under our SIP and LRPIP include special retirement vesting provisions for our NEOs and other participants, as discussed with the compensation tables below. Change of control benefits continue to be provided to our NEOs under the terms of their employment agreements.


48			The TJX Companies, Inc.

Compensation Discussion and Analysis

We believe that severance, retirement, and change of control protections assist in attracting and retaining high quality executives, in our succession planning, and in keeping ~~them~~our executives 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~~the Company and our ~~named executive officers,~~NEOs, including obtaining protection against competition and solicitation. We seek to achieve these objectives in a manner consistent with our ~~stockholder-friendly pay practices,~~other compensation objectives described above, taking into account contractual obligations, applicable law and current market practice, among other considerations. These provisions are described in more detail underPotential Payments upon Termination or Change of ~~Control~~.

Control.

~~Double-Trigger Equity Acceleration~~

During fiscal 2016, the ECC determined that new equity awards granted in September 2015 or later would not include automatic accelerated vesting upon a change of control of TJX. Stock options granted in and after September 2015 will vest upon the change of control if not continued or assumed in the transaction or, if continued or assumed, in the event of a qualifying termination of employment following the change of control. For performance-based stock awards granted after September 2015, including the performance-based stock awards granted to Ms. Meyrowitz and Mr. Herrman in connection with the CEO transition, performance conditions will be deemed satisfied upon a change of control and the awards will vest upon the change of control if not continued or assumed in the transaction or, if continued or assumed, in the event of a qualifying termination of employment following the change of control.

POLICIES ON CLAWBACK, FORFEITURE, AND RECOVERY OF COMPENSATION

In addition, the employment agreement with Ms. Meyrowitz that became effective at the start of fiscal 2017 was amended to eliminate severance payable upon a voluntary termination of employment, as described further under~~Potential Payments upon Termination or Change of Control~~.

~~Clawback Policy~~~~. We have a~~

Our clawback policy provides that, in the event of a material restatement of financial results, ~~allows~~ the Board ~~based on available remedies, to seek recovery~~ or ~~forfeiture~~a Board Committee will evaluate the circumstances and may, in its discretion, recover from any current or former executive officer of the portion of incentive compensation that was received by or vested in the executive officer during the three-year period prior to the determination that a restatement was required and that would not have been earned had performance been measured on the basis of the restated ~~results where~~results. Our clawback policy provides the Board ~~reasonably determines that~~or a Board Committee with the discretion to recover compensation in the event of a material restatement of financial results whether or not the executive ~~engaged~~officer is individually “at fault.” We intend to update our clawback policy to address the recovery of erroneously-awarded incentive compensation in ~~knowing~~accordance with the requirements of the Dodd-Frank Act, SEC rules, and applicable listing standards.

Outside of our clawback policy, we also consider other potential recourse mechanisms as part of our approach to executive compensation. In addition to potential legal remedies and disciplinary or ~~intentional fraudulent or illegal conduct~~other employment actions that ~~materially contributed~~may be available to the ~~need~~Company, NEO compensation may be subject to forfeiture, recovery, or adjustment in a variety of circumstances under our other policies, plans and agreements, including forfeiture of compensation if an NEO’s employment is terminated for “cause” under the ~~restatement.~~

~~Annual Compensation Risk Assessment~~. terms of our NEO employment agreements, which includes, among other things, willful misconduct that violates company policy (including company policies regarding harassment) and is materially harmful to the reputation or business of the Company; forfeiture and recovery of compensation in the event an NEO breaches applicable restrictive covenants; and potential downward adjustments by the Committee to pay opportunities or incentive plan payouts.

ANNUAL COMPENSATION RISK ASSESSMENT

As discussed inunder Compensation Program Risk Assessment ~~on page 13,~~ above under Board Responsibilities, we consider our compensation policies and practices, including our executive ~~officers’~~ compensation program, as part of our annual enterprise risk assessment process. The ~~ECC~~Committee considers, among other things, what risks could be created or ~~encouraged~~exacerbated by our executive compensation plans and arrangements and how those potential risks are monitored, mitigated, and managed. In ~~fiscal 2016,~~FY23, the ~~ECC~~Committee determined that our overall compensation policies and practices do not give rise to risks that are reasonably likely to have a material adverse effect on TJX.

~~Tax and Accounting Considerations~~~~. We generally structure incentive~~

TAX AND ACCOUNTING CONSIDERATIONS

As a result of federal tax legislation enacted in 2017, 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. Further, the ECC believes that its primary responsibility ispaid to ~~provide a compensation program that attracts, retains and rewards the~~certain covered executive ~~talent necessary for our success. Consequently, the ECC authorizes compensation~~officers in excess of $1 million will not generally be deductible unless it qualifies for transition relief applicable to certain arrangements and awards in place as of November 2, 2017 that isare not ~~exempt from~~materially modified after such date. Accordingly, the ~~deduction limitations under Section 162(m).~~

~~Compensation~~ Committee ~~Report~~

anticipates that compensation paid to NEOs in excess of $1 million will generally not be deductible by the Company. The Committee believes that shareholder interests are best served if the Committee continues to retain flexibility and discretion to approve and amend compensation arrangements to support our corporate objectives, even if an arrangement does not qualify for full or partial tax deductibility and even if an amendment results in a loss or limitation of tax deductibility.

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 ~~30, 2016.~~

~~Executive~~ 28, 2023.

Compensation Committee

Rosemary T. Berkery,Chair

José B. Alvarez

Alan M. Bennett~~Chairman~~

~~José B. Alvarez~~

~~Willow B. Shire~~

~~William H. Swanson~~

~~Summary Compensation Table~~

Jackwyn L. Nemerov


2023 Proxy Statement			49

COMPENSATION TABLES

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 2016~~FY23 (collectively, our named executive ~~officers):~~

Name and
Principal Position
Fiscal
  Year     Salary(1)     Bonus   Stock
  Awards(2)   Option
  Awards(2)   Non-Equity
Incentive Plan
Compen-
sation(3) Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings(4) All
Other
Compen-
sation(5) Total
Carol Meyrowitz(6)
2016 $1,575,002 – $10,000,030 $631,618 $5,706,608 $1,597,465    $48,974 $19,559,697
Chief Executive
2015   1,575,002 –   16,485,000   636,000   4,582,886   5,369,489      44,014   28,692,391
Officer
2014   1,475,001 –   13,898,400   680,528   4,623,832   1,793,231      43,041   22,514,033
Ernie Herrman(7)
2016   1,382,309 –   14,106,551   527,072   3,614,627      160,103    390,093   20,180,755
President
2015   1,327,693 –     7,954,700   530,760   2,968,577      963,397    361,869   14,106,996
2014   1,260,002 –     6,158,100   567,934   2,876,223      286,123    356,994   11,505,376
Michael MacMillan(8)
2016   1,003,847 –     2,802,000   285,546   1,613,318      185,561 1,182,833     7,073,105
SEVP, Group
2015      962,308 –     2,447,600   287,520   1,352,483      470,719 1,980,244     7,500,874
President
2014      912,310 –     1,894,800   307,586   1,216,798      225,462 1,968,434     6,525,390
Richard Sherr(9)
2016      855,540 –     3,511,600   329,420   1,313,292        90,222    256,620     6,356,694
SEVP, Group
2015      812,309 –     2,141,650   331,680   1,003,716      514,560    237,658     5,041,573
President
2014      762,308 –     1,421,100   307,586      926,275      157,923    232,728     3,807,920
Scott Goldenberg
2016      738,463 –     2,101,500   285,546   1,151,396      131,427    226,875     4,635,207
SEVP, Chief
2015      663,463 –     1,835,700   287,520      812,969      371,148    178,764     4,149,564
Financial Officer
2014      592,310 –        947,400   236,729      563,098      131,796      84,193     2,555,526
officers (NEOs)).


Name and Principal Position	Fiscal Year	Salary(1)	Stock Awards(2)	Non-Equity Incentive Plan Compensation(3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings(4)		All Other Compensation(5)	Total
Ernie Herrman Chief Executive Officer and President	2023	$1,700,002	$10,900,034	$7,508,796		$—	$416,536	$20,525,368
	2022	1,600,001	21,754,956	7,537,124		305,528	604,391	31,802,000
	2021	1,489,232	7,862,971	3,014,278		1,909,764	265,492	14,541,737
Scott Goldenberg(6) SEVP, Chief Financial Officer	2023	1,047,079	3,900,048	2,458,181		—	210,256	7,615,564
	2022	976,001	8,112,490	2,116,055		20,441	287,099	11,512,086
	2021	930,955	2,856,036	793,120		416,245	135,202	5,131,558
Carol Meyrowitz Executive Chairman	2023	1,040,000	5,000,114	3,790,800		457,870	43,208	10,331,992
	2022	1,040,000	11,230,991	3,875,820		348,052	43,558	16,538,421
	2021	968,000	4,228,011	1,959,280		786,112	42,107	7,983,510
Richard Sherr(7) SEVP, Group President	2023	1,053,848	3,624,024	2,446,522		—	208,742	7,333,136
	2022	1,120,002	8,148,687	2,526,077		265,720	323,099	12,383,585
	2021	1,068,310	3,026,837	1,006,956		814,852	148,938	6,065,893
Kenneth Canestrari SEVP, Group President	2023	942,309	2,900,050	1,967,725		—	193,689	6,003,773
	2022	900,000	6,240,374	1,726,849		144,391	268,099	9,279,713
	2021	858,462	2,209,220	650,185		524,402	126,453	4,368,722

(1)Reflects salary earned during the fiscal year, including any salary adjustments made during the fiscal year. Includes any salary for the fiscal year that was contributed to our 401(k) plan or deferred under the ESP, if applicable.

(2)Reflects the aggregate grant date fair value of stock awards, and, for 2022, the incremental fair value with respect to stock awards that were modified during FY22, in each case as determined in accordance with ASC Topic 718, disregarding the effects of estimated forfeitures. For detail on modifications made to outstanding stock awards during FY22, refer to Footnote 2 to the Summary Compensation Table in our FY22 proxy statement.

Stock awards are valued based on the closing price of our common stock on the NYSE on the grant date or modification date, as applicable. The grant date fair value of PSUs is reported based on the probable outcome of the performance conditions (target) on the grant date. Assuming performance at the maximum (200%) payout level, the grant date fair value of PSUs granted in FY23 was: Mr. Herrman, $13,080,016; Mr. Goldenberg, $4,680,008; Ms. Meyrowitz, $6,000,112; Mr. Sherr, $4,348,804; and Mr. Canestrari, $3,480,060. The underlying valuation assumptions for equity awards granted during FY23 are further discussed in Note H to our audited financial statements filed with our Annual Report on Form 10-K for FY23.

(3)Reflects amounts earned under both MIP and LRPIP. For FY23, MIP amounts were: Mr. Herrman, $3,128,004; Mr. Goldenberg, $866,981; Ms. Meyrowitz, $1,435,200; Mr. Sherr, $872,586; and Mr. Canestrari, $736,885. For the FY21-23 LRPIP cycle, the amounts were: Mr. Herrman, $4,380,792; Mr. Goldenberg, $1,591,200; Ms. Meyrowitz, $2,355,600; Mr. Sherr, $1,573,936; and Mr. Canestrari, $1,230,840. For FY23, LRPIP amounts reported in this column reflect the temporarily increased target level of LRPIP opportunities for the FY21-23 cycle, in the absence of PSUs for that cycle, as discussed under Long-Term Incentives in the CD&A. Unless contributed to or deferred under our 401(k) plan or ESP, as applicable, FY23 amounts earned under MIP and LRPIP were paid in calendar 2023.

(4)Reflects the change in the actuarial present value of accumulated benefit obligations under our broad-based pension plan and our SERP. Under SEC rules, these pension values reflect actuarial assumptions described under Pension Benefits below. For FY23, Mr. Herrman, Mr. Goldenberg, Mr. Sherr, and Mr. Canestrari had negative changes in the present value of pension benefits of ($332,920), ($99,628), ($233,032), and ($155,375), respectively, due to the higher interest rate environment at the end of FY23. Under SEC rules, these negative values are shown as zero in the Summary Compensation Table for FY23. The benefit formulas under our pension plan and our SERP did not change in FY23. Refer to Pension Benefits below for more information. Our NEOs did not receive above-market or preferential earnings on non-tax qualified deferred compensation.

~~(1)~~	~~Reflects salary earned during the fiscal year, including any salary adjustments made during the fiscal year.~~
50			The TJX Companies, Inc.

~~(2)~~

Reflects the aggregate grant date fair value of stock and option awards. Stock awards are valued based on the closing price of our common stock on the NYSE on the grant date. Option awards are valued using the Black-Scholes option pricing model. The underlying valuation assumptions for equity awards are further discussed in Note H to our audited financial statements filed with our Annual Report on Form 10-K for fiscal 2016.

~~(3)~~

Reflects amounts earned under both MIP and LRPIP. For fiscal 2016, MIP amounts were: Ms. Meyrowitz, $3,990,740; Mr. Herrman, $2,334,997; Mr. MacMillan, $799,008; Mr. Sherr, $731,642 and Mr. Goldenberg, $686,076. For the fiscal 2014-2016 LRPIP cycle, the amounts were: Ms. Meyrowitz, $1,715,868; Mr. Herrman, $1,279,630; Mr. MacMillan, $814,310; Mr. Sherr, $581,650 and Mr. Goldenberg, $465,320. Amounts earned were paid in calendar 2016 following the ECC’s certification of performance results.

~~(4)~~

Reflects the change in the actuarial present value of accumulated benefit obligations under our broad-based retirement plan and our SERP. Under SEC rules, these pension values reflect actuarial assumptions described under~~Pension Benefits, below. Our named executive officers did not receive above-market or preferential earnings on non-tax qualified deferred compensation.~~

~~(5)~~

The table below provides additional details about the amounts listed under All Other Compensation for fiscal 2016. Perquisites and other personal benefits are valued on the basis of the aggregate incremental cost to the Company.

Name
  Automobile
Benefit   Reimbursement
for Financial
Planning and
Legal Services Employer
Contributions
or Credits
Under Savings
Plans(a) Company
Paid
Amounts for
Life
Insurance(b) Expatriate-
Related
Expenses(c) Tax
Equalization(c) Total All
Other
Compensation
Carol Meyrowitz
$35,904 $7,133   $4,896 $1,041 - -   $48,974
Ernie Herrman
  35,904   3,396 349,752   1,041 - -   390,093
Michael MacMillan
  28,468   - 255,281   1,041 $232,096 $665,947 1,182,833
Richard Sherr
  35,904   1,500 218,175   1,041 - -   256,620
Scott Goldenberg
  35,904   1,500 188,430   1,041 - -   226,875

Compensation Tables

~~(a)~~ ~~Reflects matching contributions under our 401(k) plan, as well as in the case of Mr. Herrman, Mr. MacMillan, Mr. Sherr and Mr. Goldenberg, matching credits under our ESP.~~

~~(b)~~

~~Reflects company-paid amounts under our management life insurance program.~~

~~(c)~~

Reflects expenses pursuant to our global mobility program in connection with Mr. MacMillan’s assignment with TJX Europe, including his return to the U.S. from the U.K. during fiscal 2016. Amounts listed under~~Expatriate-Related~~ Expenses include a U.K. housing allowance, a goods and services allowance, administrative and living expenses, moving expenses and a repatriation allowance, as well as tax reimbursement in connection with such benefits ($103,627). Mr. MacMillan was also eligible for expatriate coverage under our medical plans. Amounts listed under Tax Equalization reflect estimated net amounts payable under our tax equalization policy arising from additional taxes payable in respect of Mr. MacMillan’s compensation as a result of his international assignments. The policies in our global mobility program are designed to enable us to relocate talent where needed throughout our global business.

~~(6)~~

Ms. Meyrowitz served as Chief Executive Officer during fiscal 2016 and, as of the beginning of fiscal 2017, serves as Executive Chairman of the Board. Ms. Meyrowitz’s stock awards and total compensation reported above include the grant date value of the following awards: for fiscal 2016, 140,371 shares of a performance-based stock award granted in connection with our CEO transition as described on pages 31-32 of the~~Compensation Discussion and Analysis; for fiscal 2015, 250,000 shares of a fiscal 2016 MIP-based stock award; and for fiscal 2014, 240,000 shares of a fiscal 2015MIP-based~~ stock award, including the value of accrued dividends from the date the ECC awarded the shares to the grant date for accounting purposes. Under SEC rules, these stock award values are reported in the Summary Compensation Table by grant date as determined for accounting purposes, even if the awards contained service and performance conditions related to a different fiscal year. Refer to the CEO Pay for Performance chart on page 20 of~~Compensation Discussion and Analysis, above, to see the grant date value of stock awards attributed to the fiscal year of the respective service and performance conditions.~~

~~(7)~~

Mr. Herrman served as President during fiscal 2016 and, as of the beginning of fiscal 2017, also serves as Chief Executive Officer. Mr. Herrman’s stock awards and total compensation reported above include the grant date value of the following awards: for fiscal 2016, 130,000 shares of a fiscal 2016-2018 LRPIP-based stock award plus a performance-based restricted stock unit (career shares) award of 70,186 shares granted in connection with our CEO transition as described on pages 31-32 of the~~Compensation Discussion and Analysis; for fiscal 2015, 130,000 shares of a fiscal 2015-2017 LRPIP-based stock award; and for fiscal 2014, 130,000 shares of a fiscal 2014-2016 LRPIP-based stock award.~~

~~(8)~~

Amounts received by Mr. MacMillan that were paid in U.K. pounds sterling were converted to U.S. dollars at the average annual exchange rate of $1.5225 per pound for fiscal 2016; $1.6364 per pound for fiscal 2015; and $1.5693 per pound for fiscal 2014. Amounts received by Mr. MacMillan that were paid in Canadian dollars were converted to U.S. dollars at the average annual exchange rate of $0.9628 per Canadian dollar for fiscal 2014.

~~(9)~~

Mr. Sherr’s stock award and total compensation for fiscal 2016 includes the value of accrued dividends with respect to a fiscal 2017 MIP-based stock award from the date the ECC awarded the shares to the grant date for accounting purposes.

(5)The table below provides additional details about the amounts listed under All Other Compensation for FY23. Perquisites and other personal benefits are valued on the basis of the aggregate incremental cost to the Company.


Name	Automobile Benefit			Reimbursement for Financial Planning Services			Employer Contributions or Credits Under Savings Plans(a)			Company Paid Amounts for Life Insurance(b)			Total All Other Compensation
Ernie Herrman		$	35,904		$	1,500		$	377,573		$	1,559		$	416,536
Scott Goldenberg		35,904			1,500			171,293			1,559			210,256
Carol Meyrowitz		35,904			1,500			4,245			1,559			43,208
Richard Sherr		31,899			1,500			173,784			1,559			208,742
Kenneth Canestrari		35,904			1,500			154,726			1,559			193,689

(a)Reflects matching contributions under our 401(k) plan for each NEO and matching company credits under our ESP for each NEO (other than Ms. Meyrowitz). More information about ESP company credits can be found above in the Deferred Compensation section of the CD&A and under Nonqualified Deferred Compensation Plans below.

(b)Reflects company-paid amounts under our U.S. management life insurance program.

(6) Mr. Goldenberg served as Senior Executive Vice President, Chief Financial Officer through the end of FY23 and, as of the beginning of FY24, serves as Senior Executive Vice President, Finance.

(7) Mr. Sherr is retiring from TJX, with a scheduled retirement date in July 2023. Amounts reported for Mr. Sherr for FY23 reflect adjustments in connection with his transition to a reduced time schedule during FY23. Refer to the CD&A for more information.

Our ~~named executive officers~~NEOs were entitled under their employment agreements to participate in ~~our~~the SIP, MIP, and LRPIP and during FY23 received cash incentives and equity incentives ~~only~~ pursuant to these ~~plans during fiscal 2016. Ms. Meyrowitz’s agreement~~plans. As described under Employment Agreements in ~~effect during fiscal 2016, and~~ the ~~new employment agreements that became effective at~~CD&A, the ~~start of fiscal 2017 with Ms. Meyrowitz and Mr. Herrman as described on page 34 of the~~ ~~Compensation Discussion and Analysis~~, provide for target award opportunities during the term of the agreement of at least 150% of their respective base salary for MIP and at least 100% of their respective base salary for LRPIP, payment of reasonable fees of legal and financial advisors incurred in negotiating their agreements and an automobile allowance commensurate with their positions. The new employment agreements with Ms. Meyrowitz and Mr. Herrman ~~also provide~~provided for ~~performance-based~~minimum MIP and LRPIP target award levels; an automobile allowance commensurate with their positions; reimbursement of reasonable legal and financial advisor fees and costs incurred in negotiating the agreement; annual stock awards ~~during fiscal 2016 for each executive in connection~~ with ~~our CEO transition and, starting in fiscal 2017, annual performance-based stock awards~~a total grant date value of $5 million for Ms. ~~Meyrowitz during~~Meyrowitz; and a specified company match under the ~~term of the agreement, as described on pages 31-32 of the~~ ~~Compensation Discussion and~~

~~Analysis~~.ESP for Mr. MacMillan also remains entitled to benefits in connection with his prior relocation to the U.S. from TJX Canada, including service credit for vesting purposes, supplemental amounts under our ESP, and applicable tax equalization benefits.

Herrman.

All of our ~~named executive officers participated~~NEOs were eligible to participate in our tax-qualified defined benefit plan and were eligible to make deferrals to our 401(k) plan and our ~~ESP.~~ESP for FY23. All of our ~~named executive officers~~NEOs except Ms. Meyrowitz received ~~matching~~company credits under the ESP and ~~participated~~were eligible to participate in our alternative SERP benefit ~~during fiscal 2016.~~for FY23. Ms. Meyrowitz participated in our primary SERP benefit. Our ~~named executive officers~~NEOs were also entitled to receive an automobile benefit and to participate in fringe benefit plans and programs made available to executives generally.

~~Grants of Plan-Based Awards in Fiscal 2016~~


2023 Proxy Statement			51

Compensation Tables

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

The following table reports potential payouts under our cash incentive ~~plans~~awards and ~~all other~~reports stock ~~and option~~ awards for our NEOs that were granted during ~~fiscal 2016~~FY23:


Name and Award Type	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1)			Estimated Future Payouts Under Equity Incentive Plan Awards (#)			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($)	Grant Date Fair Value of Stock and Option Awards ($)(2)
		Threshold	Target	Maximum	Threshold	Target	Maximum
Ernie Herrman
MIP(3)			$3,400,004	$6,800,009
LRPIP(4)			1,700,000	3,400,000
PSUs(5)	3/28/22				26,371	105,484	210,968				$6,540,008
RSUs(6)	3/28/22							70,323			4,360,026
Scott Goldenberg
MIP(3)			942,371	1,884,741
LRPIP(4)			500,000	1,000,000
PSUs(5)	3/28/22				9,436	37,742	75,484				2,340,004
RSUs(6)	3/28/22							25,162			1,560,044
Carol Meyrowitz
MIP(3)			1,560,000	3,120,000
LRPIP(4)			1,040,000	2,080,000
PSUs(5)	3/28/22				12,097	48,388	96,776				3,000,056
RSUs(6)	3/28/22							32,259			2,000,058
Richard Sherr
MIP(3)			948,463	1,896,926
LRPIP(4)			700,000	1,400,000
PSUs(5)	3/28/22				8,768	35,071	70,142				2,174,402
RSUs(6)	3/28/22							23,381			1,449,622
Kenneth Canestrari
MIP(3)			800,962	1,601,925
LRPIP(4)			450,000	900,000
PSUs(5)	3/28/22				7,016	28,065	56,130				1,740,030
RSUs(6)	3/28/22							18,710			1,160,020

(1)Non-Equity Incentive Plan amounts above reflect short-term cash incentives granted under our MIP and long-term cash incentives granted under LRPIP. Our MIP and LRPIP are discussed above in the CD&A.

(2)Reflects the grant date fair value of PSU and RSU awards, determined in accordance with ASC Topic 718. PSUs and RSUs are valued based on the closing price of our common stock on the NYSE on the grant date, $62.00. The grant date fair value of PSUs is reported based on the probable outcome of the performance conditions (target) on the grant date, and the grant date fair value of RSUs is based on the number of RSUs subject to the award. The underlying valuation assumptions for equity awards are further discussed in Note H to our ~~named executive officers:~~

Name and Award Type
Grant
Date Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards($)(1) Estimated Future Payouts
Under
Equity Incentive Plan
Awards(#) All Other
Stock
Awards:
Number of
Shares of
Stock or
Units All Other
Option
Awards:
Number of
Securities
Under-
lying
Options(#) Exercise or
Base Price of
Option
Awards($)(2) Grant Date
Fair Value of
Stock and
Option
Awards($)(3)

Threshold Target Maximum Threshold Target Maximum

Carol Meyrowitz

MIP(4)
- $ 2,362,503    $ 4,725,006
LRPIP(5)
- 1,575,000    3,150,000
Stock Options
9/17/15    43,620    $ 72.54    $631,618
Stock Awards(6)
1/29/16    - 140,371    - 10,000,030
Ernie Herrman

MIP(4)
- 1,382,309    2,764,618
LRPIP(5)
- 1,100,000    2,200,000
Stock Options
9/17/15    36,400    72.54    527,072
Stock Awards(6)
3/31/15    - 130,000    - 9,106,500
1/29/16    - 70,186    - 5,000,051
Michael MacMillan

MIP(4)
- 552,116    1,104,232
LRPIP(5)
- 700,000    1,400,000
Stock Options
9/17/15    19,720    72.54    285,546
Stock Awards(6)
3/31/15    - 40,000    - 2,802,000
Richard Sherr

MIP(4)
- 470,547    941,094
LRPIP(5)
- 500,000    1,000,000
Stock Options
9/17/15    22,750    72.54    329,420
Stock Awards(6)
3/31/15    - 40,000    - 2,802,000
3/31/15    - 5,000    - 350,250
1/29/16    - 5,000    - 359,350
Scott Goldenberg

MIP(4)
- 406,155    812,309
LRPIP(5)
- 500,000    1,000,000
Stock Options
9/17/15    19,720    72.54    285,546
Stock Awards(6)
3/31/15    - 30,000    - 2,101,500

~~(1)~~

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

~~(2)~~

~~All option awards were granted with an exercise price equal to the closing price on the NYSE on the date of grant.~~

~~(3)~~

Reflects the aggregate fair market value of stock and option awards on the grant date. Stock awards are valued based on the closing price of our common stock on the NYSE on the grant date. Option awards are valued using the Black-Scholes

option pricing model. The underlying valuation assumptions for equity awards are further discussed in Note H to our consolidated financial statements filed with our Annual Report on Form 10-K for fiscal 2016.

~~(4)~~

~~Reflects award opportunities under the fiscal 2016 MIP. Actual amounts earned under the fiscal 2016 MIP awards are disclosed in~~~~Compensation Discussion and Analysis~~ ~~and footnote 3 to the Summary Compensation Table.~~

~~(5)~~

~~Reflects award opportunities under the fiscal 2016-2018 LRPIP cycle.~~

~~(6)~~

Reflects performance-based restricted stock awards granted under the SIP or, for Mr. MacMillan, a performance-based deferred stock award granted under the SIP, plus, for Mr. Herrman, a performance-based restricted stock unit (career shares) award granted under the SIP. Mr. Sherr’s stock award with a grant date of January 29, 2016 in this table includes as part of the grant date fair value the value of accrued dividends from the date the ECC awarded the shares in March 2015 to the grant date for accounting purposes.

consolidated financial statements filed with our Annual Report on Form 10-K for FY23. See footnote 2 to the Summary Compensation Table above.

(3)Reflects award opportunities under the FY23 MIP. Actual amounts earned under the FY23 MIP awards are discussed in the CD&A and footnote 3 to the Summary Compensation Table.

(4)Reflects award opportunities under the FY23-25 LRPIP cycle discussed in the CD&A.

(5)Reflects FY23-25 PSUs granted under the SIP discussed in the CD&A.

(6)Reflects FY23 RSUs granted under the SIP discussed in the CD&A.

In ~~fiscal 2016,~~FY23, we granted all equity incentives, including ~~stock options~~PSUs and RSUs, under the SIP. The PSUs have both service-based and performance-based vesting conditions. For PSUs granted to our NEOs in FY23, the service-based conditions are satisfied by continuous employment through one or more specified dates or in the event of certain terminations of employment (as described below) and the performance-based conditions are tied to achievement of EPS Growth and ROIC targets for the FY23-25 cycle, as described under Long-Term Equity Incentives in the CD&A. The entire unvested award is forfeited if achievement is below the threshold performance vesting level. The RSUs granted in FY23 have service-based vesting conditions that are satisfied by continuous employment through April 10, 2025 or in the event of certain earlier terminations of employment (as described below). When shares of stock are vested and delivered under an RSU or PSU award, the participant is entitled to any dividend equivalents credited since the grant date of the award.


52			The TJX Companies, Inc.

Compensation Tables

OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

The following table provides information on outstanding option and stock awards ~~under~~held as of January 28, 2023 by our ~~SIP. Stock options~~NEOs:


		Option Awards				Stock Awards
			Equity Incentive Plan Awards:					Equity Incentive Plan Awards:
Name	Number of Securities Underlying Unexercised Options Exercisable (#)(1)	Number of Securities Underling Unexercised Options Unexercisable (#)(1)	Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(3)	Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3)	Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)	Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)(4)
Ernie Herrman	86,440	—	—	$36.61	09/14/27
						339,022	$27,762,512
								252,484	$20,675,915
Scott Goldenberg						101,523	8,313,718
								92,374	7,564,507
Carol Meyrowitz						143,043	11,713,791
								124,690	10,210,864
Richard Sherr						103,028	8,436,963
								90,375	7,400,809
Kenneth Canestrari						77,677	6,360,970
								70,123	5,742,372

(1)All option awards have a maximum term of ten years from the grant date and ~~generally~~ vest in equal annual installments over three years, ~~and in~~beginning on the ~~event~~first anniversary of ~~certain terminations of employment.~~the grant date. In the event ~~a named executive officer’s~~an NEO’s employment is terminated by reason of death, disability, or retirement at or after age 65 with five or more years of service, or special service retirement (as discussed below under Potential Payments upon Termination or Change of Control), vested options generally remain exercisable for up to five years following termination, unless the option terminates on an earlier date pursuant to its terms. Following a retirement at or after age 65 with ten or more years of service, or a retirement at or after age 60 with twenty or more years of service, vested options generally remain exercisable for five years following termination and unvested options continue to vest for the three-year period following retirement on the same basis as if the named executive officer had not retired and generally remain exercisable for five years following retirement, unless the option terminates on an earlier date pursuant to its terms. In the event of any other termination, ~~other than a termination for cause,~~ vested options ~~for~~held by our ~~named executive officers~~NEOs generally remain exercisable for up to six months following termination (as specified under the terms of the option), unless the option terminates on an earlier date pursuant to its terms. ~~All options, whether or not then vested, are forfeited~~

(2)Market values reflect the closing price of our common stock on ~~a termination for cause.~~

the NYSE on January 27, 2023 (the last business day of FY23), which was $81.89.


2023 Proxy Statement			53

Compensation Tables

(3)The ~~performance-based~~ stock awards ~~have both~~in this column include outstanding RSUs with service-based ~~and performance-based~~ vesting conditions except that Ms. Meyrowitz’s awards fully vest in the event of her death or disability termination and all stock awards made before September 2015 fully vest upon a change of control. For performance-based stock awards granted to our named executive officers in fiscal 2016, the service-based conditions are satisfied by continuous employment through a specified date or in the event of certain terminations of employment (as described below) and the ~~performance-based conditions are tied to the corporate performance target under our MIP or LRPIP, as described in the~~~~Compensation Discussion and Analysis~~~~, with full vesting subject to achievement of a payout of at least 67% of the target payout under the applicable plan. If the payout is less than 67% for the performance period, a prorated~~unvested portion of the ~~unvested~~career shares award will be forfeited. If no payout is achieved for the performance period, the entire unvested award will be forfeited. When a participant’s performance-based stock award vests, the participant is entitled to any dividends (or dividend equivalents) for the restricted period.

~~Outstanding Equity Awards at Fiscal 2016 Year End~~

held by Mr. Herrman. The following table ~~provides information on~~shows the scheduled vesting dates for these outstanding ~~option and stock~~ awards ~~held~~ as of January ~~30, 2016 by our named executive officers:~~

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

  11,383          0 – $18.87    9/17/19
116,546          0 – 20.565    9/09/20
108,320          0 – 26.555    9/07/21
  63,680          0 – 45.17    9/20/22
  37,188 18,593 – 56.72    9/19/23
  17,667 35,333 – 59.70    9/10/24
           0 43,620 – 72.54    9/17/25
250,000    $ 17,810,000    140,371    $10,000,030
Ernie Herrman

  25,000          0 – 20.565    9/09/20
  90,380          0 – 26.555    9/07/21
  53,140          0 – 45.17    9/20/22
  31,036 15,516 – 56.72    9/19/23
  14,744 29,486 – 59.70    9/10/24
           0 36,400 – 72.54    9/17/25
130,000    9,261,200    330,186    23,522,451
Michael MacMillan

    9,596          0 – 45.17    9/20/22
  16,808   8,404 – 56.72    9/19/23
    7,987 15,973 – 59.70    9/10/24
           0 19,720 – 72.54    9/17/25
40,000    2,849,600    80,000    5,699,200
Richard Sherr

           0   8,404 – 56.72    9/19/23
           0 18,426 – 59.70    9/10/24
           0 22,750 – 72.54    9/17/25
35,000    2,493,400    80,000    5,699,200
Scott Goldenberg

  15,500          0 – 45.17    9/20/22
  12,936   6,468 – 56.72    9/19/23
    7,987 15,973 – 59.70    9/10/24
           0 19,720 – 72.54    9/17/25
20,000    1,424,800    60,000    4,274,400
28, 2023:

~~(1)~~

All option awards have a maximum term of ten years from the grant date and vest in equal annual installments over three years, beginning on the first anniversary of the grant date, and upon certain employment terminations. Option awards granted prior to September 2015 vest upon a change of control. Option awards granted in or after September 2015 will vest upon a change of control if the options are not continued or assumed in the transaction or in the event of a qualifying termination of employment following the change of control.

~~(2)~~

~~Market values reflect the closing price of our common stock on the NYSE on January 29, 2016 (the last business day of fiscal 2016), which was $71.24.~~

~~(3)~~

The stock awards have both service-based and performance-based vesting conditions, except that Ms. Meyrowitz’s awards fully vest in the event of her death or disability termination and awards made before September 2015 fully vest upon a change of control. For performance-based stock awards granted to Ms. Meyrowitz and Mr. Herrman in connection with the CEO transition, performance conditions are deemed satisfied upon a change of control and the awards will vest upon the change of control if not continued or assumed in the transaction or in the event of a qualifying

termination of employment following the change of control. The following table shows the performance vesting conditions and scheduled vesting dates for our named executive officers’ unvested performance-based stock awards as of January 30, 2016:

Name

Category

Number of
Unvested
Shares/Units

~~Performance~~
~~Conditions(a)~~

Vesting ~~Date(b)~~

Date

~~Carol Meyrowitz~~

Ernie Herrman

RSU

~~250,000~~136,035

~~Fiscal 2016 MIP (Corporate)~~

~~3/28/16~~4/10/2023

RSU

~~70,186~~72,508

~~Fiscal 2017 MIP (Corporate)~~

4/~~17(c)~~

~~70,185~~

~~Fiscal 2017 MIP (Corporate)~~

~~2/3/18~~

~~Ernie Herrman~~

~~130,000~~

~~Fiscal 2014-16 LRPIP~~

~~4/15/16~~10/2024

RSU

~~130,000~~70,323

~~Fiscal 2015-17 LRPIP~~

4/~~15/17~~10/2025

Career Shares

~~130,000~~20,052

~~Fiscal 2016-18 LRPIP~~

~~4/15/18~~

~~70,186~~

~~Fiscal 2017 MIP (Corporate)~~

~~Prorated annual vesting beginning 2/01/20(d)~~

~~Michael MacMillan~~

~~40,000~~

~~Fiscal 2014-16 LRPIP~~

~~4/15/16~~Last day of FY24

Career Shares

~~40,000~~20,052

~~Fiscal 2015-17 LRPIP~~

~~4/15/17~~

~~40,000~~

~~Fiscal 2016-18 LRPIP~~

~~4/15/18~~

~~Richard Sherr~~

~~30,000~~

~~Fiscal 2014-16 LRPIP~~

~~4/15/16~~Last day of FY25

Career Shares

~~35,000~~20,052

~~Fiscal 2015-17 LRPIP~~Last day of FY26

Scott Goldenberg

RSU

49,413

4/~~15/17~~10/2023

RSU

~~40,000~~26,948

~~Fiscal 2016-18 LRPIP~~

4/~~15/18~~10/2024

RSU

~~5,000~~25,162

~~Fiscal 2016 MIP (Corporate)~~

4/~~15/16~~10/2025

Carol Meyrowitz

RSU

~~5,000~~73,148

~~Fiscal 2017 MIP (Corporate)~~

4/~~15/17~~

~~Scott Goldenberg~~

~~20,000~~

~~Fiscal 2014-16 LRPIP~~

~~4/15/16~~10/2023

RSU

~~30,000~~37,636

~~Fiscal 2015-17 LRPIP~~

4/~~15/17~~10/2024

RSU

~~30,000~~32,259

~~Fiscal 2016-18 LRPIP~~4/10/2025

Richard Sherr

RSU

52,368

4/~~15/18~~10/2023

RSU

27,279

4/10/2024

RSU

23,381

4/10/2025

Kenneth Canestrari

RSU

38,222

4/10/2023

RSU

20,745

4/10/2024

RSU

18,710

4/10/2025

Service-based vesting conditions for RSUs will be satisfied by continued employment through the applicable vesting date. Mr. Herrman’s career shares award, a restricted stock unit award, was granted in FY16 in connection with his transition to Chief Executive Officer and included performance conditions that were previously satisfied. Service-based vesting conditions for the career shares award will be satisfied by Mr. Herrman’s continued employment through the applicable vesting date. The vested portion of Mr. Herrman’s career shares award, for which delivery has been deferred, is included in the Nonqualified Deferred Compensation Table below. When shares of stock are vested and delivered under a stock award, the participant is entitled to any dividend equivalents credited since the grant date. Stock awards are further described under Potential Payments upon Termination or Change of Control below, including circumstances in which stock awards may accelerate or be settled prior to the scheduled vesting date.

(4)The stock awards in this column include PSUs granted in FY22 with FY22-24 performance goals and PSUs granted in FY23 with FY23-25 performance goals. The number of shares reported in this column assumes the maximum level of performance (payout at 200%) for PSUs granted in FY22 and the target level of performance (payout at 100%) for PSUs granted in FY23, in accordance with SEC requirements.Actual payout for PSUs could range from 0% to 200% of the target award depending on performance results. No PSUs were granted in FY21. Performance-based vesting conditions for PSUs granted in FY23 are discussed under Long-Term Equity Incentives in the CD&A. When shares of stock are vested and delivered under a PSU award, the participant is entitled to any dividend equivalents credited since the grant date. PSUs are scheduled to vest on the date of Compensation Committee approval of the applicable performance results, which typically occurs in March or April after the end of the performance cycle. PSUs also have service-based vesting conditions that will be satisfied by continued employment through the last day of the three-year performance period. PSUs are further described under Potential Payments upon Termination or Change of Control below, including circumstances in which the vesting of PSUs may accelerate or continue following certain terminations of employment or a change of control of TJX.

~~(a)~~	Performance-based vesting conditions will be satisfied if performance under the applicable plan, as certified by the ECC, results in a payment of at least 67% of the target award payout for the performance period. If the payout is less than 67% for the performance period, a prorated portion of the unvested award will be forfeited. If no payout is achieved for the performance period, the entire unvested award will be forfeited.
54			The TJX Companies, Inc.

Compensation Tables

~~(b)~~	Each of Ms. Meyrowitz’s performance-based stock awards has service-based vesting conditions that will be satisfied by continued employment through the end of the fiscal year that coincides with or immediately precedes the vesting date or earlier involuntary termination. Each other performance-based stock award shown above has service-based vesting conditions that will be satisfied by continued employment through the vesting date. LRPIP-based stock awards will also remain outstanding and eligible to vest (prorated, if applicable, based on years completed in the LRPIP cycle) in the event of a termination due to death or disability (and, for Mr. Herrman, involuntary termination) prior to the scheduled vesting date. Mr. Sherr’s MIP-based stock awards will also remain outstanding and eligible to vest in the event of termination due to death or disability after the end of the fiscal year that immediately precedes the vesting date.

~~(c)~~

~~Expected date of ECC certification of fiscal 2017 MIP performance results, which is typically in March or April.~~

~~(d)~~

Mr. Herrman’s performance-based career shares are restricted stock units that are scheduled to vest in full at the end of fiscal 2026 with pro-rated annual vesting beginning at the end of fiscal 2020, subject to his continued employment with the Company.

~~Option Exercises and Stock Awards Vested During Fiscal 2016~~

OPTION EXERCISES AND STOCK AWARDS VESTED DURING FISCAL 2023

The following table provides information relating to option exercises and ~~performance-based~~ stock award vesting for our ~~named executive officers~~NEOs during ~~fiscal 2016:~~

   Option Awards    Stock Awards
Name
   Number of Shares
Acquired on
Exercise(#)    Value Realized
on Exercise($)(1)    Number of Shares
Acquired on
Vesting(#)    Value Realized
on Vesting($)(2)
Carol Meyrowitz
   -    -    240,000    $16,446,400
Ernie Herrman
   66,560    $3,264,840    130,000        8,676,200
Michael MacMillan
   25,917         917,034      40,000        2,669,600
Richard Sherr
   35,618         501,301      30,000        2,002,200
Scott Goldenberg
     5,026         209,911      14,000           934,360
FY23:


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise(#)	Value Realized on Exercise($)(1)	Number of Shares Acquired on Vesting(#)	Value Realized on Vesting($)(2)
Ernie Herrman	157,140	$6,580,253	246,613	$15,720,854
Scott Goldenberg	—	—	84,290	5,237,694
Carol Meyrowitz	—	—	117,395	7,295,395
Richard Sherr	—	—	85,114	5,289,195
Kenneth Canestrari	—	—	64,875	4,031,304

(1)Represents the stock price on the NYSE at exercise minus the option exercise price multiplied by the number of shares acquired on exercise.

(2)Represents the fair market value of the shares on the vesting date, calculated as the closing stock price on the NYSE on the vesting date (or the previous business day if vesting occurred during a weekend) multiplied by the number of shares vesting. For Mr. Herrman, this amount includes the portion of his career shares award (20,054 shares) that vested at the end of FY23 and for which delivery has been deferred as described below under Nonqualified Deferred Compensation Plans. Each of our NEOs was eligible for special service retirement as of the end of FY23, and this amount includes the following shares withheld from RSU awards during FY23 to cover tax obligations in connection with special service retirement vesting: Mr. Herrman, 2,880 shares; Mr. Goldenberg, 1,053 shares; Ms. Meyrowitz, 1,530 shares; Mr. Sherr, 1,099 shares; and Mr. Canestrari, 814 shares.

~~(1)~~	~~Represents the stock price on the NYSE at exercise minus the option exercise price multiplied by the number of shares acquired on exercise.~~

~~(2)~~

Represents the fair market value of the shares on the vesting date, calculated as the closing stock price on the NYSE on the vesting date (or the previous business day if vesting occurred on a weekend) multiplied by the number of shares vesting.

~~Pension Benefits~~

PENSION BENEFITS

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

benefit to eligible participants whose Retirement Plan benefits are affected by certain limitations, as described below. The benefit formulas under our Retirement Plan and SERP, described below, did not change in FY23.

Under our Retirement Plan, participants accrue a benefit payable as an annuity at retirement. Once participation has commenced, after an initial one-year eligibility period, the amount accrued each year, expressed as a life annuity commencing at age 65, is 1% of eligible compensation (base salary and MIP awards) up to a periodically adjusted limit ($~~120,000~~152,000 in calendar ~~2016~~2023 and ~~$116,000~~$147,000 in calendar ~~2015)~~2022) and 1.4% of eligible compensation in excess of that limit. For years of service in excess of 35, the accrual rate is 1% per year of eligible compensation. Compensation for any year in excess of another periodically adjusted limit, ~~currently $265,000,~~$305,000 in 2022, is disregarded for these purposes. Eligible participants are also entitled to supplemental credits. Benefits under the Retirement Plan generally vest after five years of vesting service. A vested participant who retires or whose employment terminates prior to age 65 with at least ten years of vesting service may elect to receive a reduced annuity benefit commencing at age 55 or later. If the participant dies before commencing his or her benefit, a pre-retirement death benefit is payable to the participant’s surviving spouse.

Under our SERP, the primary benefit provides participants who retire at or after age 55 with at least ten years of service a benefit equal to the value of an annuity commencing at age 65 providing annual payments up to a maximum of 50% of the participant’s final average earnings, less other employer-provided retirement benefits and social security benefits. The primary SERP benefit is adjusted for interest for participants who retire after age 65. Ms. Meyrowitz is the only one of our ~~named executive officers~~NEOs eligible for a SERP primary benefit and has accrued the full benefit except for ~~any increases related to final average earnings. Under her employment agreement,~~the interest adjustment noted above. In determining the primary SERP benefit at age 65, Ms. Meyrowitz iswas entitled to specified interest rate averaging assumptions ~~if more favorable than~~under her ~~primary benefit under existing SERP terms. In determining~~employment agreement, and her final average earnings ~~the primary~~for purposes of SERP ~~includes~~included base salary and MIP, but not LRPIP, and ~~uses~~used the highest average of five years over the preceding ten years.

The alternative SERP benefit provides participants whose Retirement Plan benefits are affected by Internal Revenue Code benefit ~~restrictions~~limitations with the amount of the benefits lost by reason of those ~~restrictions.~~limitations. Participants who are eligible for the primary benefit are eligible to receive the alternative benefit in lieu of the primary benefit if it provides a greater benefit at the time of retirement or other termination of employment.

Benefits under SERP are payable following retirement or other termination of employment in installments or in certain other forms of actuarially equivalent value, including a lump sum. If the participant dies prior to retirement or other termination of employment, a pre-retirement death benefit is payable to the participant’s surviving spouse.

~~Pension Benefits for Fiscal 2016~~


2023 Proxy Statement			55

Compensation Tables

PENSION BENEFITS FOR FISCAL 2023

The following table provides information on pension benefits for our ~~named executive officers~~NEOs eligible for these benefits as of January ~~30, 2016.~~28, 2023. All of our ~~named executive officers~~NEOs are fully vested in their Retirement Plan and SERP benefits.

  Name

Plan Name
   Number of
Years of
Credited
Service(1)    Present Value of
Accumulated
Benefit(2)    Payments Made
During Last Fiscal
Year
Carol Meyrowitz
   Retirement Plan    29       $753,626    -
   SERP (Primary)    20    28,119,878    -
Ernie Herrman
   Retirement Plan    26        492,290    -
   SERP (Alternative)    26      2,594,405    -
Michael MacMillan
   Retirement Plan    11         250,927    -
   SERP (Alternative)    11      1,306,470    -
Richard Sherr
   Retirement Plan    23         570,133    -
   SERP (Alternative)    23      1,306,086    -
Scott Goldenberg
   Retirement Plan    23         614,875    -
   SERP (Alternative)    23         859,904    -


Name	Plan Name	Number of Years of Credited Service(1)	Present Value of Accumulated Benefit(2)		Payments Made During Last Fiscal Year
Ernie Herrman	Retirement Plan	33		$865,854	—
	SERP (Alternative)	33		8,797,522	—
Scott Goldenberg	Retirement Plan	30		847,597	—
	SERP (Alternative)	30		2,635,804	—
Carol Meyrowitz	Retirement Plan	36		989,540	—
	SERP (Primary)	20		40,588,739	—
Richard Sherr	Retirement Plan	30		968,373	—
	SERP (Alternative)	30		3,917,643	—
Kenneth Canestrari	Retirement Plan	29		695,490	—
	SERP (Alternative)	29		2,098,892	—

(1)Participants in our Retirement Plan and our alternative SERP benefit program began to accrue credited service upon participation in the plans, generally after one year of service with TJX. Service credited for purposes of our primary SERP benefit is based on years of service with TJX but with a maximum of 20 years of service.

(2)Under SEC rules, for purposes of calculating the present value of the accumulated pension benefits in the Pension Benefits table we assumed that each NEO commences his or her benefit at age 65 (or current age, if older than 65) and we used the same assumptions used and described in Note I to our audited financial statements filed with our Annual Report on Form 10-K for FY23, including a post-retirement mortality assumption based on the sex distinct PRI-2012 Tables projected generationally with Scale MP-2021 from 2012. For our SERP, consistent with the assumptions used to determine the values in our Annual Report on Form 10-K for FY23, the present value of accumulated benefits assumes payment forms consistent with executive elections and has been converted to the applicable payment forms using IRS-prescribed mortality assumptions and an interest rate of 2.32% for the primary SERP benefit and 3.60% for the alternative SERP benefit. Actual amounts payable to our NEOs under our Retirement Plan and SERP would be determined based on the governing terms (including actuarial assumptions and form and timing of benefit payments) specified in our plans and agreements, which are not the same as, and could produce benefit values higher than those produced by, the assumptions used for purposes of the values reported in the Pension Benefits table or Summary Compensation Table.

~~(1)~~	Participants in our Retirement Plan and our alternative SERP benefit program began to accrue credited service upon participation in the plans, generally after one year of service with TJX. Service credited for purposes of our primary SERP benefit is based on years of service with TJX but with a maximum of 20 years of service.

~~(2)~~

Under SEC rules, for purposes of calculating the present value of the accumulated pension benefits in the Pension Benefits table we assumed that each named executive officer commences his or her benefit at age 65 (or current age, if older than 65) and we used the same assumptions used and described in Note I to our audited financial statements filed with our Annual Report on Form 10-K for fiscal 2016, including a post-retirement mortality assumption based on the sex distinct RP-2014 Tables projected generationally with Scale BB-2D from 2006. For our SERP, consistent with the assumptions used to determine the values in our Annual Report on Form 10-K for fiscal 2016, the present value of accumulated benefits assumes payment forms consistent with executive elections and has been converted to the forms using an interest rate of 3.1% for the primary SERP benefit and 3.7% for the alternative SERP benefit. Actual amounts payable to our named executive officers under our Retirement Plan and SERP would be determined based on the governing terms (including actuarial assumptions and form and timing of benefit payments) specified in our plans and agreements, which are not the same as, and could produce benefit values higher than those produced by, the assumptions used for purposes of the values reported in the Pension Benefits table or Summary Compensation Table.

~~Nonqualified Deferred Compensation Plans~~

NONQUALIFIED DEFERRED COMPENSATION PLANS

We have an Executive Savings Plan, or ESP, which is a nonqualified deferred compensation plan available to key employees and our directors. Under the ESP, our ~~named executive officers~~NEOs and other eligible Associates can elect to defer up to 20% of base salary and up to 100% of any MIP and LRPIP awards and our directors can elect to defer annual retainers. Our ~~named executive officers~~NEOs (other than Ms. Meyrowitz) were eligible during ~~fiscal 2016~~FY23 to receive matching credits on base salary deferrals of up to 10% of base salary, with ~~an enhanced~~the level of matching credits generally based on the executive’s job level, age and/or pension eligibility, ~~for a period of up to 15 years. For calendar 2015, the potential match for these executives was 100% of~~and were fully vested in their eligible deferrals, plus, if our MIP performance resulted in a payout of between 90% and 125% of the target corporate award opportunities for fiscal 2016, an additional match ranging from 50% to 150% of their eligible deferrals. Our named executive officers (other than Ms. Meyrowitz) earned this additional performance-based match at 150% based on fiscal 2016 corporate MIP results. MatchingESP employer ~~credits are 100% vested after five years of~~credit accounts during FY23 under plan ~~participation, at age 55, or upon a change of control or separation from service by reason of death or disability.~~ terms.Eligible participants are also entitled to supplemental employer credits. ~~As of January 30, 2016, all named executive officers with ESP employer credits were fully vested. Starting in fiscal 2017, under his new employment agreement,~~For calendar 2022, the potential match for eligible NEOs was 100% (or, for Mr. Herrman, ~~will be~~150%) of their eligible deferrals, plus an additional performance-based match of up to 150% (or, for ~~increased matching credits and supplemental~~Mr. Herrman, 200%) based on FY23 MIP performance results.

Our NEOs (other than Ms. Meyrowitz) earned an additional performance-based ~~employer credits discussed above in~~~~Compensation Discussion and Analysis~~.match under ESP at 60% (or, for Mr. Herrman, 70%), based on FY23 performance results under our MIP. All amounts

deferred or credited to a participant’s account under the ESP are notionally invested in mutual funds or other market investments selected by the participant. Although not required by the ESP, it has been our practice to purchase the investments notionally invested under the participants’ accounts to help meet our future obligations under the ESP.

Under the ESP, amounts deferred (and earnings on those amounts) are generally distributed following termination of employment unless the participant has elected an earlier distribution date, which may be no earlier than January 1st of the second year following the year of the deferral. Vested employer matching credits (and earnings on those amounts) are generally distributed at, or on a deferred basis following, a participant’s separation from service. Distributions are generally made in a lump sum payment, but a participant may elect to be paid in annual installments over a period of not more than ten years. Amounts vested under the ESP prior to January 1, 2005 (and earnings on those amounts) can be distributed at the participant’s request prior to termination of employment in a lump sum distribution of 85% of the vested account, with the remaining 15% forfeited.

In connection with his prior service with TJX Canada, Mr. MacMillan participated in the Canadian Executive Savings Plan, or CESP, a deferred compensation plan for eligible employees of TJX Canada. Under the CESP, participants can contribute a portion of their base earnings to a trust fund maintained in Canada and receive notional matching employer credits, including a performance-based match based on TJX Canada MIP results. CESP contributions are invested, and matching credits are notionally invested, in mutual funds or other market investments selected by the participant. Mr. MacMillan holds amounts previously deferred under the CESP but was not eligible to make new contributions or receive matching credits under the CESP during fiscal 2016. Mr. MacMillan has a current right to his participant contributions to the CESP (and earnings on those amounts) and a right to employer matching credits (and earnings on those amounts) upon termination of employment. Distributions of matching credits are generally made in a lump sum or up to ten annual installments.


56			The TJX Companies, Inc.

Compensation Tables

Through December 31, 2007, we offered eligible key employees and directors the opportunity to participate in the General Deferred Compensation Plan, or GDCP, another U.S. nonqualified deferred compensation plan. Ms. Meyrowitz is a vested participant in this plan. Under the GDCP, participants could defer all or a portion of base salary and MIP and LRPIP awards or, in the case of directors, retainers and meeting fees, which deferrals are credited with notional interest at an annually adjusted rate based on an average yield of Treasury securities during the prior year. For calendar ~~2015,~~2022, this rate was ~~2.48%~~1.46%. No further deferrals were permitted beginning with ~~fiscal 2009~~FY09 compensation, but previously deferred amounts continue to be credited with notional interest amounts.

Amounts deferred under the GDCP on or after January 1, 2005 (and earnings on those amounts) that had not been distributed prior to January 1, 2009 are distributed under the terms of the ESP, as described above. Amounts deferred under the GDCP prior to January 1, 2005 (and earnings on those amounts) are distributed in a lump sum during employment or following termination of service as elected by the participant, or, for participants whose employment terminates at or after age 55, in a lump sum or in installments upon or following termination as elected by the participant (with all payments completed by the tenth anniversary of termination of service). Upon a change of control, each participant receives the entire amount credited to his deferred account in a lump sum payment.

Mr. Herrman was previously granted a performance-based career shares award under our SIP during FY16 in connection with his transition to Chief Executive Officer. The career shares award was subject to the achievement of performance-based vesting conditions, which were previously satisfied. The career shares award is scheduled to vest in full at the end of FY26, with prorated annual vesting beginning at the end of FY20, subject to Mr. Herrman’s continued employment with us. The portion of the career shares award that was unvested at the end of FY23 is reported above in the Outstanding Equity Awards at Fiscal 2023 Year-End table, and the vested portion of the career shares award is reported below in the Nonqualified Deferred Compensation ~~for Fiscal 2016~~

table. Delivery of vested shares underlying the performance-based career shares award held by Mr. Herrman is deferred until six months and one day following Mr. Herrman’s retirement or other separation from service. When shares of stock are vested and delivered under the career shares award, Mr. Herrman is entitled to any dividend equivalents credited during the restricted period.

NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023

The following table provides information on ~~fiscal 2016~~FY23 nonqualified deferred compensation plans for our ~~named executive officers:~~

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

GDCP
-    -    $14,751    -    $632,132
ESP
$315,000    -    (160,072)    -    2,932,273
Ernie Herrman

ESP
  138,231    $344,856        7,396    -    3,409,474
Michael MacMillan

ESP
  100,385      250,385    (257,146)    -    2,329,599
CESP(5)
-    -      (17,751)    -       296,425
Richard Sherr

ESP
  128,331      213,279    (164,101)    -    3,062,246
Scott Goldenberg

ESP
   73,846      183,534    (194,442)    -    1,947,317
NEOs:


Name and Plan Name	Executive Contributions in Last FY(1)		Registrant Contributions in Last FY(2)		Aggregate Earnings in Last FY(3)		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last FYE(4)
Ernie Herrman
ESP		$170,000		$373,328		$(545,383)		$—		$12,772,410
Career Shares		—		1,745,199		701,188		—		6,911,912
Scott Goldenberg
ESP		104,708		167,048		3,664		—		5,547,939
Carol Meyrowitz
GDCP		—		—		11,346		—		723,190
ESP		—		—		(598,251)		—		5,803,519
Richard Sherr
ESP		189,693		169,539		(38,661)		—		6,751,388
Kenneth Canestrari
ESP		113,077		150,481		(227,044)		—		3,679,173

(1)Reflects notional credits to participant accounts in ESP. Amounts are also included as Salary or Non-Equity Incentive Plan Compensation, as applicable, in the Summary Compensation Table.

(2)Reflects notional credits to participant accounts in ESP plus, for Mr. Herrman, the value on the vesting date of the portion of his career shares award and related dividend equivalent amounts that vested in FY23. ESP amounts include the performance-based credits earned for FY23 but not credited until after the close of FY23. ESP amounts in this column are also included in the All Other Compensation column in the Summary Compensation Table.

(3)Reflects notional market-based earnings on deferrals and other amounts credited to the account of plan participants under the ESP, market-based earnings under Mr. Herrman’s career shares award, and notional interest under the GDCP as described above. It has been our practice to purchase the specified notional investments under the ESP to help meet our future obligations under the ESP.

(4)The aggregate balance includes deferrals of income for prior fiscal years. For Mr. Herrman, the aggregate balance includes the portion of his career shares award that was vested at the end of FY23, valued based on the closing price of our common stock on the NYSE on January 27, 2023 (the last business day of FY23), and related dividend equivalent amounts. Amounts deferred by individuals who were NEOs for the fiscal year of the deferral were included in the compensation reported for those individuals in the compensation tables in prior proxy statements. The aggregate balance also includes earnings on amounts deferred and performance-based credits earned under the ESP for FY23 but not credited until after the close of FY23.

~~(1)~~	~~Reflects notional credits to participant accounts. Amounts are also included as Salary or Non-Equity Incentive Plan Compensation, as applicable, in the Summary Compensation Table.~~
2023 Proxy Statement			57

Compensation Tables

~~(2)~~	Reflects notional credits to participant accounts. Amounts include the performance-based matching credits earned under the ESP for fiscal 2016. The amounts in this column are also included in All Other Compensation column in the Summary Compensation Table.

~~(3)~~

Reflects notional market-based earnings on deferrals and other amounts credited to the account of plan participants under the ESP, notional interest under the GDCP as described above, and earnings under the CESP as described above. It has been our practice to purchase the specified notional investments under the ESP to help meet our future obligations under the ESP.

~~(4)~~

The aggregate balance includes deferrals of income for prior fiscal years. Amounts deferred by individuals who were named executive officers for the fiscal year of the deferral were included in the compensation reported for those individuals in the compensation tables in prior proxy statements. The aggregate balance also includes earnings on amounts deferred and performance-based matching credits earned under the ESP for fiscal 2016 but not credited until after the close of fiscal 2016.

~~(5)~~

~~CESP amounts for Mr. MacMillan are converted from Canadian dollars at the average annual exchange rate of $.7730 per Canadian dollar.~~

~~Potential Payments upon Termination or Change of Control~~

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

We believe that providing severance and change of control benefits helps us attract and retain high quality executives and protect our other business interests, as discussed ~~further~~above in the~~Compensation Discussion~~ CD&A.

Severance Plan and ~~Analysis~~.

~~Potential Payments under our~~ Employment Agreements.Each of our ~~named executive officers~~NEOs in ~~fiscal 2016~~FY23 participated in our 2018 Severance Plan and was party to an employment ~~agreement providing~~agreement. The terms of the 2018 Severance Plan and these agreements provide for payments in connection with ~~the~~ specified termination or change of control events, as summarized below.

•Termination Other than for Cause or Constructive Termination: If we terminate an NEO’s employment other than for cause or the executive terminates employment in connection with a forced relocation of more than 40 miles (referred to as a constructive termination), the executive would be entitled to 24 months of continued base salary and any automobile allowance; cash payments in an amount sufficient after taxes to cover the cost of any COBRA continuation of health coverage during the salary continuation period; cash incentive awards under MIP and LRPIP for each uncompleted year or award cycle, to the extent applicable performance goals are met and adjusted to reflect the executive’s period of service during the year or cycle; and equity awards in accordance with their terms. In addition, salary continuation for Ms. Meyrowitz will continue to be based on her FY16 salary rate regardless of when termination occurs; and a constructive termination for Ms. Meyrowitz would also include a voluntary termination in connection with an involuntary removal or failure to be nominated or reelected to the Board or as Chairman of the Board.

Under the employment agreements with each of our NEOs, a termination for cause generally includes the following, subject to the qualifications set forth in the agreements: material and willful dishonesty in the performance of duties, conviction of a felony, willful neglect of material duties, material and continuing conflict of interest, willful misconduct that violates company policy and is materially harmful to the reputation or business of the Company, or a breach of applicable restrictive covenants. Under these agreements or our Severance Plan, upon a termination for cause, our NEOs would not be entitled to any separation benefits other than vested retirement benefits and, assuming no breach of applicable restrictive covenants, vested deferred compensation benefits and vested stock option awards under the SIP.

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

•Retirement or Voluntary Termination: Our NEOs would not be entitled to separation benefits under their employment agreements or the Severance Plan upon a voluntary termination (other than a constructive termination), except that upon retirement or other voluntary termination (other than a constructive termination) Ms. Meyrowitz would be entitled to benefits under LRPIP to the extent applicable LRPIP goals are met and adjusted, if applicable, to reflect her period of service during the performance period. Each of our NEOs satisfied the requirements for special service retirement as of the end of FY23 and would remain eligible for amounts under our cash and equity incentive awards, as described under Long-Term Incentive Awardsbelow.

•

~~Termination Other than for Cause or Constructive Termination~~~~: If we terminate a named executive officer’s employment other than for cause or the executive terminates employment in connection with a~~

forced relocation of more than forty miles (a “constructive termination”), the executive would be entitled to twenty-four months of continued base salary and any automobile allowance; cash payments in an amount sufficient after taxes to cover the cost of any COBRA continuation of health benefits during the salary continuation period; cash incentive awards under MIP and LRPIP for each uncompleted year or award cycle, to the extent applicable performance goals are met and adjusted to reflect the executive’s period of service during the year or cycle; and equity awards in accordance with their terms. In addition, under their respective agreements in effect during fiscal 2016, Ms. Meyrowitz was entitled to acceleration of outstanding and unvested stock options and Mr. Herrman was entitled to continued vesting of LRPIP-based stock awards to the extent applicable LRPIP goals are met and adjusted, if applicable, to reflect the executive’s period of service during the performance period. Under their respective new agreements that became effective at the start of fiscal 2017, in addition to the payments and benefits described in the first sentence above, both Ms. Meyrowitz and Mr. Herrman are entitled to acceleration of stock options and to continued vesting of LRPIP-based stock awards to the extent applicable LRPIP goals are met and adjusted, if applicable, to reflect the executive’s period of service during the performance period (including, for Ms. Meyrowitz, service credit for the year in which termination occurs); salary continuation for Ms. Meyrowitz will continue to be based on her fiscal 2016 salary rate regardless of when termination occurs; and a constructive termination for Ms. Meyrowitz would also include a voluntary termination in connection with an involuntary removal or failure to be nominated or reelected to the Board or as Chairman of the Board.

•

~~Death or Disability~~: Upon a termination of employment by reason of death or disability, each named executive officer (or his or her legal representative) would be entitled to the same benefits as are described above, except that salary continuation would be subject to adjustment for any long-term disability benefits, the MIP award would be paid at target without proration, any stock option acceleration would be determined under the terms of the applicable award, and, under his new agreement that became effective at the start of fiscal 2017, Mr. Herrman would be eligible for a supplemental credit under the ESP for the year of termination if applicable performance goals are met.

•

~~Voluntary Termination~~: Our named executive officers would not be entitled to these separation benefits upon a voluntary termination (other than a constructive termination), except that if Ms. Meyrowitz had, under her agreement in effect during fiscal 2016, voluntarily terminated her employment with 90 days’ notice and prior to a change of control, she would have been entitled to salary continuation, automobile allowance and health coverage-related payments on the same basis as if she had been involuntarily terminated without cause, as well as prorated LRPIP benefits for any full fiscal years in a cycle completed prior to the date of termination to the extent applicable LRPIP goals are met. Under her new agreement that became effective at the start of fiscal 2017, upon retirement or other voluntary termination (other than a constructive termination) Ms. Meyrowitz would not be entitled to any continuation of salary, automobile allowance or health coverage-related payments but would be entitled to benefits under LRPIP and any LRPIP-based stock awards, in each case to the extent applicable LRPIP goals are met and adjusted, if applicable, to reflect the executive’s period of service during the performance period (including, in the case of LRPIP-based stock awards, service credit for the year in which termination occurs).

•

~~End of Contract Term~~: For each of our named executive officers, other than Ms. Meyrowitz, a termination occurring on the last day of the agreement term would be treated as a termination other than for cause unless we make an offer of continued service in a comparable position. For Ms. Meyrowitz, such a termination would be treated as a termination other than for cause unless (under her agreement in effect during fiscal 2016) the parties mutually agreed to continue her employment or (under her new agreement that became effective at the start of fiscal 2017) we make an offer of continued service in a comparable position.

•

~~Change of Control~~: Upon a change of control (with or without a termination of employment), each named executive officer would be entitled to receive a lump sum settlement at target of MIP and LRPIP awards for which the performance period or cycle had not ended, plus any benefits (including any

acceleration of awards) under the SIP and our deferred compensation plans (as described further below). We would also be obligated to pay legal fees and expenses the named executive officer reasonably incurs in seeking enforcement of contractual rights following a change of control.

In addition, Ms. Meyrowitz’s agreement, as amended in January 2023, provides for eligibility for continued vesting of future stock awards and certain long-term cash awards in the event that she provides additional Board-approved services to the Company following any future retirement.

•End of Contract Term: For each of our NEOs a termination occurring on the last day of the agreement term would be treated as a termination other than for cause unless we make an offer of continued service in a comparable position.

•Change of Control: Upon a change of control of TJX (with or without a termination of employment), each NEO would be entitled to receive a lump sum settlement at target of MIP and LRPIP awards for which the performance period or cycle had not ended, plus any benefits under the SIP and our deferred compensation plans (as described further below). We would also be obligated to pay any legal fees and expenses the NEO reasonably incurs in seeking enforcement of contractual rights following a change of control.

The events that constitute a change of control under the agreements in effect during ~~fiscal 2016~~FY23 generally consist of the following, subject to the qualifications set forth in those agreements: a change of control required to be reported under the Exchange Act; the acquisition of 20% or more of our common stock followed by a change in a majority of our Board of Directors; a proxy solicitation or solicitations followed by a change in a majority of our Board of Directors; and the execution of certain agreements of acquisition, merger, or consolidation followed by consummation of the transactions contemplated by such agreement.

•Change of Control Followed by Qualifying Termination: Upon a qualifying termination of employment following a change of control, each NEO would be entitled to receive alternative severance benefits instead of the separation-related benefits described above. The alternative severance benefits consist of a lump sum severance payment equal to two times the sum of the executive’s annual base salary, any annual automobile allowance and target MIP award amount; two years of continued participation in health and life insurance programs, except to the extent of replacement coverage; and any benefits (including any acceleration of awards) under the SIP and our deferred compensation plans (as described further below). For this purpose, base salary and the target MIP amount would be determined by reference to the higher of the executive’s base salary immediately prior to termination or the change of control (except that base salary for Ms. Meyrowitz would continue to be based on her FY16 salary rate), and base salary would be adjusted for any long-term disability benefits.

	•		~~Change of Control Followed by Qualifying Termination~~: Upon a qualifying termination of employment following a change of control, each named executive officer would be entitled to receive alternative severance benefits instead of the separation-related benefits described above.
58			The alternative severance benefits consist of a lump sum severance payment equal to two times the sum of the executive’s annual base salary, any annual automobile allowance and target MIP award amount; two years of continued participation in health and life insurance programs, except to the extent of replacement coverage; and any benefits (including any acceleration of awards) under the SIP and our deferred compensation plans (as described further below). For this purpose, base salary and the target MIP amount would be determined by reference to the higher of the executive’s base salary immediately prior to termination or the change of control (except that, under her new agreement that became effective at the start of fiscal 2017, base salary for Ms. Meyrowitz would continue to be based on her fiscal 2016 salary rate), and base salary would be adjusted for any long-term disability benefits. Ms. Meyrowitz would also be entitled to a lump sum payment of her vested SERP benefit determined, if more favorable to her, under actuarial assumptions specified in her agreement representing early commencement of her unreduced benefit.TJX Companies, Inc.

Compensation Tables

A qualifying termination for these purposes includes a termination by us other than for cause, by the executive for good reason (as defined in the agreements), or a termination by reason of death or disability, in each case within 24 months following a change of control without regard to the scheduled term of the agreement. A qualifying termination does not include a voluntary termination without good reason.

In addition to the amounts described above, the executives would remain entitled to vested and accrued, but unpaid, compensation and benefits (including earned but unpaid amounts under MIP and LRPIP) and to any SIP or deferred compensation ~~benefit as~~benefits (as described ~~below. Mr. MacMillan may also remain entitled to compensation and benefits under our global mobility program following a termination of employment.~~below). Our ~~named executive officers~~NEOs would not be entitled to any tax gross-up payment for any “golden parachute” excise tax on change of control benefits, but payments and benefits to each executive would be reduced if and to the extent such a reduction would have put the executive in a better after-tax position.

~~Potential Acceleration of Unvested Equity~~

Long-Term Incentive Awards. Under the terms of our long-term incentive awards, ~~granted under~~NEOs and other participants who retire at or after age 65 with ten or more years of service, or who retire at or after age 60 with twenty or more years of service, are eligible for “special service retirement” benefits described below. As of the end of FY23, all NEOs satisfied the requirements for a special service retirement.

Upon retirement, each of our ~~SIP, upon~~NEOs would be entitled to continued vesting of PSUs to the extent applicable goals are met (with the award adjusted, as applicable, to reflect the period of service during the performance period based on the rules described in footnote 3 to the table below) and for settlement of RSUs (with the award adjusted, if applicable, based on the completed portion of the service period). Upon a termination due to death or disability, each of our ~~named executive officers~~NEOs would be entitled to ~~partial vesting~~acceleration of ~~stock options granted more than three months prior~~PSUs at the target level of performance (with the award adjusted to reflect the period of service during the performance period based on the rules described in footnote 3 to the ~~date of termination; Ms. Meyrowitz~~table below); our NEOs would be entitled to ~~full vesting~~settlement of unvested stock awards; and each of our named executive officers, other than Ms. Meyrowitz, would be entitled to continued vesting of stock awards to the extent applicable performance goals are met and prorated, if applicable, basedRSUs on the ~~completed portion of the performance period.~~same basis as retirement. In the event of a termination without cause or a constructive termination, stock options held by Ms. Meyrowitz (and, under his new agreement that became effective in fiscal 2017, Mr. Herrman) would vest in full; Ms. Meyrowitz’s stock awards would remain subject to the satisfactioneach of ~~the applicable performance conditions but applicable service-based conditions would be deemed satisfied; and Mr. Herrman~~our NEOs would be entitled to continued vesting of ~~LRPIP-based stock awards, to the extent applicable performance goals are met~~PSUs and ~~prorated, if applicable, based~~settlement of RSUs on the ~~completed portion~~same basis as retirement.

All stock option awards held by our NEOs were vested as of the

~~performance period.~~ end of FY23. Following a termination of employment, ~~at the end of fiscal 2016,~~ each of the executives would have been able to exercise vested ~~options~~option awards granted under the SIP in accordance with applicable post-termination exercise ~~periods and Ms. Meyrowitz and Mr. Goldenberg,~~periods.

For LRPIP awards, under terms established by the Compensation Committee, our NEOs would be entitled upon retirement atto benefits under LRPIP to the ~~end of fiscal 2016, would have been eligible for continued vesting of outstanding options,~~extent applicable LRPIP goals are met and adjusted, if applicable, based on the rules described in ~~each case in accordance with~~footnote 2 to the table below (including special terms ~~described above~~applicable to Ms. Meyrowitz’s FY22-24 LRPIP award).

Unvested equity awards under the ~~Grants of Plan-Based Awards table.~~

~~As described in the~~~~Compensation Discussion and Analysis~~~~and in the following table, new equity awards granted in September 2015 or later~~SIP do not include automatic full accelerated vesting upon a change of control of TJX. Instead, performance conditions for ~~performance-based stock awards~~PSUs will be deemed satisfied at target upon the change of control (with settlement of the award to the extent the original service conditions were satisfied), and ~~stock options~~any unvested PSUs, RSUs, and ~~performance-based stock awards~~the unvested portion of Mr. Herrman’s career shares award, will vest in full upon the change of control if not continued or assumed in the transaction or, if continued or assumed, in the event of a qualifying termination of employment following the change of control. A qualifying termination for these purposes includes an involuntary termination without cause or a termination for good reason within 24 months following the change of control. ~~Equity awards granted before September 2015 vest~~

Except as described above in ~~full upon~~connection with a change of control of ~~TJX.~~

~~The following table sets forth~~TJX, the ~~aggregate estimated value~~unvested portion of ~~the~~Mr. Herrman’s career shares award is not eligible for acceleration or continued vesting in connection with any termination of unvested equity awards held by each of our named executive officers assuming the triggering events occurred on January 30, 2016, all pursuant to the terms of TJX’s plans and each executive’s awards as in effect on such date. These amounts are also included in the potential payment table below.

   Triggering Event(1)
   Death/Disability(2)    Termination without Cause(3)    Change of Control (4)
Name
   Option
Awards    Stock
Awards    Option
Awards    Stock
Awards    Option
Awards    Stock
Awards
Carol Meyrowitz
   $ 176,837       $ 10,000,030       $677,713       $10,000,030       $ 677,713       $ 10,000,030
Ernie Herrman
   147,562       18,913,267         -       18,913,267       565,561       33,286,751
Michael MacMillan
   79,937       5,819,467         -         -       306,355       8,703,600
Richard Sherr
   85,422       5,205,417         -         -       334,662       8,327,950
Scott Goldenberg
   69,754       3,633,100         -         -       278,244       5,796,200

~~(1)~~

For purposes of these estimates, we valued performance-based stock awards and stock options using $71.24, the closing price of our common stock on the NYSE on January 29, 2016, the last business day of the fiscal year. We included the full value of all accelerated performance-based stock awards ($71.24 per share), plus the value of any accumulated dividends that would have been paid upon the vesting of such awards, and the spread value ($71.24 per share minus the option exercise price) for all in-the-money stock options that would have been accelerated upon the triggering event. We did not include any amounts in respect of stock options that were not in-the-money or outstanding equity awards that were earned based on service and performance as of January 30, 2016 or that would not have accelerated upon the triggering event. See the Outstanding Equity Awards table on page 40 for more information about these equity awards. We further assumed that each executive would satisfy his or her non-competition, non-solicitation or confidentiality agreements with us following termination.

~~(2)~~

~~Assumes, for executives other than Ms. Meyrowitz, that the performance conditions applicable to the executives’ unvested stock awards would have been satisfied.~~

~~(3)~~

~~Assumes that the performance conditions applicable to unvested stock awards held by Ms. Meyrowitz and Mr. Herrman would have been satisfied.~~

~~(4)~~

Assumes that all awards are cashed out in connection with the applicable triggering event and any change of control would have qualified as a “change in control event” under Section 409A of the Internal Revenue Code. Equity awards granted before September 2015 vest in full upon a change of control of TJX. Equity awards granted in September 2015 or later are “double-trigger” awards which do not include automatic accelerated vesting upon a change of control of TJX. Double-trigger awards (including, in this table, performance-based stock awards valued at $10,000,030 for Ms. Meyrowitz and $5,000,051 for Mr. Herrman) would vest in full upon a change of control of TJX if not continued or assumed in the transaction or, if continued or assumed, in the event of a qualifying termination of employment following the change of control.

~~Potential Acceleration of Unvested~~ employment.

Deferred ~~Compensation~~.Compensation. As noted above underNonqualified Deferred Compensation Plans, ~~any unvested employer credit accounts under the ESP also vest in full upon a change of control or termination of employment due to death or disability, and~~ any accounts under GDCP will be paid upon a change of control.

Our NEOs were also eligible for any benefits under ESP and any SERP benefits described above under Pension Benefits.

Related Provisions. ~~Each named executive officer~~Under the terms of their employment agreements and the Severance Plan, each NEO agreed to non-solicitation and non-competition provisions that operate during the term of employment and for ~~twenty-four~~24 months thereafter, and to confidentiality provisions during and after employment. Benefits under the employment agreements, the Severance Plan, and ~~SERP, as well as~~SERP; benefits under LRPIP following special service retirement; and benefits attributable to ~~the enhanced~~ employer credits at or above the Senior Executive Vice President level under the ESP (including additional performance-based credits previously earned by Mr. Herrman), are also conditioned on compliance with restrictive covenants. Upon a change of control, our ~~named executive officers~~NEOs would no longer be subject to any covenant not to compete following a termination of employment. ~~In accordance with TJX~~Each NEO has also acknowledged our clawback policy, ~~regarding expatriate and tax equalization benefits, TJX has the discretion~~which continues to ~~require repayment by Mr. MacMillan~~apply to executive officers following a termination of ~~all or a portion of his assignment-related benefits if his~~ employment ~~is terminated~~ for ~~cause, or if he fails to comply with restrictive covenants.~~

any reason.

The agreements and plans include terms designed to comply with the deferred compensation provisions of Section 409A of the Internal Revenue Code (Section 409A), including provisions that would delay certain termination-related benefits for six months beyond termination of employment and alternative payment provisions that could apply in connection with a change of control not described in Section 409A.


2023 Proxy Statement			59

Compensation Tables

The following table sets forth aggregate estimated payment obligations to each of our ~~named executive officers,~~NEOs, assuming that the triggering events had occurred on January ~~30, 2016,~~28, 2023, all pursuant to the terms of TJX’s plans and each executive’s employment agreement as in effect on such date.

Triggering Event and Payments(1)
Carol
Meyrowitz     Ernie
Herrman     Michael
MacMillan     Richard
Sherr Scott
Goldenberg
Death/Disability

Severance
$ 3,150,000    $ 2,780,000    $ 2,020,000    $ 1,724,000    $ 1,500,000
MIP/LRPIP(2)
3,937,503    2,482,309    1,252,116    970,547    906,155
Acceleration of Unvested Equity Awards(3)
10,176,867    19,060,828    5,899,403    5,290,839    3,702,854
Health, Life, and/or Automobile Benefits
117,125    127,894    117,125    127,894    117,125

Total(4)
17,381,495    24,451,031    9,288,644    8,113,280    6,226,134

Voluntary Termination with 90 Days’ Notice

Severance
3,150,000    -    -    -    -
LRPIP(2)
1,575,000    -    -    -    -
Health, Life, and/or Automobile Benefits
117,125    -    -    -    -

Total
4,842,125    -    -    -    -

Termination without Cause/Constructive Termination

Severance
3,150,000    2,780,000    2,020,000    1,724,000    1,500,000
MIP/LRPIP(2)
1,575,000    1,100,000    700,000    500,000    500,000
Acceleration of Unvested Equity Awards(3)
10,677,743    18,913,267    -    -    -
Health, Life and/or Automobile Benefits
117,125    127,894    117,125    127,894    117,125

Total
15,519,868    22,921,161    2,837,125    2,351,894    2,117,125

Change of Control

Settlement of MIP/LRPIP
3,150,000    2,200,000    1,400,000    1,000,000    1,000,000
Acceleration of Unvested Equity Awards(3)
677,713    28,852,261    9,009,955    8,662,612    6,074,444

Total
3,827,713    31,052,261    10,409,955    9,662,612    7,074,444

Change of Control followed by Qualifying Termination

Change of Control Benefits (see above)
3,827,713    31,052,261    10,409,955    9,662,612    7,074,444
Acceleration of Unvested Equity Awards(3)
10,000,030    5,000,051    -    -    -
Severance
7,875,000    5,560,000    3,131,000    2,672,200    2,325,000
Deferred Compensation Enhancement(5)
5,459,767    -    -    -    -
Health, Life, and/or Automobile Benefits
122,307    121,980    122,307    121,980    122,307
Reduction to Maximize After-Tax Benefit(6)
-    -    -    -    (1,719,183 )

Total(4)
27,284,817    41,734,292    13,663,262    12,456,792    7,802,568

~~(1)~~

~~We used the following assumptions to calculate the payments set forth in the table:~~

Triggering Event and Payments(1)


	Ernie Herrman		Scott Goldenberg		Carol Meyrowitz		Richard Sherr(6)		Kenneth Canestrari
Death/Disability
Severance	$3,400,000		$2,120,000		$3,150,000		$1,920,000		$1,900,000
MIP/LRPIP(2)		1,633,333		500,000		1,040,000		591,111		416,667
Equity Awards(3)		16,506,733		6,031,328		10,933,631		6,148,647		4,625,767
Other Benefits(4)		130,175		130,175		139,864		125,502		139,864
Total(5)		21,670,241		8,781,503		15,263,495		8,785,260		7,082,298
Retirement or Voluntary Termination
LRPIP(2)		1,633,333		500,000		1,040,000		591,111		416,667
Equity Awards(3)		16,506,733		6,031,328		10,933,631		6,148,647		4,625,767
Total		18,140,066		6,531,328		11,973,631		6,739,758		5,042,434
Termination without Cause/Constructive Termination
Severance		3,400,000		2,120,000		3,150,000		1,920,000		1,900,000
MIP/LRPIP(2)		1,633,333		500,000		1,040,000		591,111		416,667
Equity Awards(3)		16,506,733		6,031,328		10,933,631		6,148,647		4,625,767
Other Benefits(4)		130,175		130,175		139,864		125,502		139,864
Total		21,670,241		8,781,503		15,263,495		8,785,260		7,082,298
Change of Control
Settlement of MIP/LRPIP		3,300,000		1,000,000		2,080,000		1,166,667		850,000
Settlement of Equity Awards(3)		7,017,414		2,567,692		5,867,837		2,512,769		1,949,391
Total		10,317,414		3,567,692		7,947,837		3,679,436		2,799,391
Change of Control followed by Qualifying Termination
Change of Control Benefits (see above)		10,317,414		3,567,692		7,947,837		3,679,436		2,799,391
Equity Awards(3)		36,444,889		11,341,722		13,309,724		11,332,477		8,637,213
Severance		10,200,000		4,028,000		6,270,000		3,648,000		3,515,000
Other Benefits(4)		137,766		137,766		142,326		128,665		142,326
Total(5)		57,100,069		19,075,180		27,669,887		18,788,578		15,093,930

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

•We assumed in each case that the termination was not for cause; the executive does not violate his or her non-competition, non-solicitation, confidentiality, or other obligations to us following termination; the executive receives COBRA continuation of health coverage for up to 18 months but does not receive health or life insurance coverage from another employer within the relevant periods; and the executive does not incur legal fees requiring reimbursement from us. We also assumed that any change of control would have qualified as a “change in control event” under Section 409A.

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

•We valued stock awards using $81.89, the closing price of our common stock on the NYSE on January 27, 2023, the last business day of the fiscal year. We included, where applicable, the full value of all stock awards ($81.89 per share), assuming target performance for PSUs with performance periods ending after January 28, 2023, plus the value of any accumulated dividends or dividend equivalents as of January 28, 2023 that would be payable with respect to such awards. See the Outstanding Equity Awards table above for more information about these equity awards. Actual amounts that will be earned with respect to these equity awards may be different from the values included in the table.

•In addition to the amounts described in this table, our NEOs were eligible for the benefits described above under Pension Benefits and Nonqualified Deferred Compensation Plans.

For purposes of this table, we did not include any amounts in respect of accrued but unpaid base salary or benefits; any amounts in respect of bonuses under MIP and LRPIP for performance periods ending on January 28, 2023; any amounts in respect of stock options because all stock options held by the NEOs were vested as of January 28, 2023; any amounts in respect of other outstanding equity awards that would not have accelerated upon or continued vesting following the triggering event (except that we included the portion of RSU awards for which the service-based vesting condition was satisfied due to eligibility for special service retirement); or any deferred compensation amounts that would not have been enhanced upon or following the triggering event.


60			The TJX Companies, Inc.

Compensation Tables

In the case of a change of control (both with and without a termination of employment) occurring on January 28, 2023, we estimated the mandatory reductions to benefits that would apply in order to maximize the executive’s benefit after change-of-control excise and other taxes. For purposes of this determination, we assumed that all equity awards would have been cashed out at closing in the amounts described below in footnote 3 of this table; that only a portion of the value of RSUs and accumulated cash dividends with respect to such awards, and certain other payments, would have been treated as contingent upon a change of control; and that none of the payments would be exempt under a special rule for reasonable compensation or treated as contingent upon a change of control under a special presumption applicable to agreements entered into or amendments made during FY23. Applying these assumptions, we determined that no mandatory reduction to benefits for our NEOs would have been required in the case of a change in control (with or without a qualifying termination) occurring on January 28, 2023.

(2)MIP/LRPIP includes an amount for each applicable LRPIP cycle ending after January 28, 2023, assuming target performance. For each NEO, the LRPIP amounts would have been subject to proration based on the portion of the cycle completed as of January 28, 2023, determined based on the number of completed months in the cycle or, in the event of special service retirement, the number of completed years in the cycle. In the event of termination due to death or disability, special service retirement, or termination without cause or constructive termination, any LRPIP amounts (after applicable proration) would have been paid based on actual performance. In the event of termination due to death or disability, the MIP award for an open fiscal year would have been paid at target without proration. In the event of termination without cause or constructive termination, the MIP award for an open fiscal year would have been paid based on actual performance and prorated between 50% and 100% based on days completed in the fiscal year.

(3)Equity awards include, where applicable, RSUs, FY22-24 PSUs, and FY23-25 PSUs. The value of continued vesting of PSUs included in this table assumes that applicable performance conditions are satisfied at target following special service retirement or termination without cause or constructive termination. In the event of termination due to death or disability, special service retirement, or termination without cause or constructive termination, the potential acceleration, settlement, or continued vesting of PSUs held by our NEOs would be subject to proration, if applicable, based on full fiscal years completed during the performance period, except that Ms. Meyrowitz’s PSUs would be prorated one-third if the triggering event occurs before the end of the first fiscal year of the performance period or two-thirds if the triggering event occurs before the end of the second fiscal year of the performance period. FY22-24 PSUs and FY23-25 PSUs (after applicable proration) would vest immediately at target upon termination due to death or disability during the performance period (or based on the greater of target or actual performance if termination due to death or disability occurs after the end of the performance period). In the event of termination due to death or disability, special service retirement, or termination without cause or constructive termination, the potential acceleration or settlement of RSUs held by our NEOs would be subject to proration, if applicable, based on the completed portion of the service vesting period. Equity awards do not include automatic full accelerated vesting upon a change of control of TJX. Equity awards would vest in full upon a change of control of TJX if not continued or assumed in the transaction or, if continued or assumed, in the event of a qualifying termination of employment following the change of control, and are included under “Change of Control followed by Qualifying Termination” in this table, except that FY22-24 and FY23-25 PSUs are included under “Change in Control” in this table to the extent the applicable service conditions were satisfied and the award would have been settled at target in connection with the change of control on January 28, 2023.

(4)Other benefits include amounts for continued health coverage, life insurance coverage, and/or automobile benefits. For health ~~care benefits,~~coverage, we estimated an amount sufficient after taxes to cover the cost of continuation of ~~health coverage~~medical, dental, and vision benefits based on the COBRA rates in effect as of January ~~30, 2016~~28, 2023 and assumed, in the case of a qualifying termination following a change of control, that employee contributions for health coverage will continue at rates in effect as of January ~~30, 2016.~~28, 2023.

(5)In the event of death on January 28, 2023, the beneficiaries of each of our NEOs would also have been entitled to a life insurance benefit of $1,500,000 under our management- and executive-level life insurance programs. Company-paid amounts for these programs are included and described above in the Summary Compensation Table under All Other Compensation for FY23.

(6)Reflects adjustments in connection with Mr. Sherr’s transition to a reduced time schedule during FY23, as discussed under Employment Agreements in the CD&A.


2023 Proxy Statement			61

Compensation Tables

CEO PAY RATIO

At the end of FY23, we operated over 4,800 retail stores and employed approximately 329,000 Associates worldwide. Approximately 86% of these Associates worked in our retail stores. Our total number of Associates, which is subject to seasonal variations, includes full-time, part-time, seasonal, and temporary employees. This workforce supports the execution of our flexible off-price business model, including the timing and frequency of store deliveries and the management of a rapidly changing mix of store inventory, throughout our global business.

As required by SEC rules, we are providing information regarding the ratio of annual total compensation for our CEO to that of our median employee. Our CEO’s annual total compensation for FY23, as reported in the “Total” column of the Summary Compensation Table above, was $20,525,368. In accordance with SEC rules, the median of the annual total compensation of all employees (other than the CEO) was estimated to be $13,884 for FY23, which resulted in an estimated ratio of 1,478:1. To identify the median employee for FY23 in accordance with SEC rules, we included all employees in our global operations as of the last day of FY23, including full-time, part-time, seasonal, and temporary employees, and estimated annual total compensation for all of these employees based on calendar 2022 payroll records in each jurisdiction, converting foreign currencies to U.S. dollars using an average annual exchange rate for calendar 2022. As part of this process, we annualized earnings for employees, other than seasonal and temporary employees, who were hired during the fiscal year. As a result of this process, the FY23 median employee for purposes of our pay ratio estimate was a part-time hourly retail store Associate.

SEC rules allow companies to use a variety of methods and assumptions to estimate median employee compensation, and factors such as industry, geography, business model, and workforce composition will vary across companies. Accordingly, the information above may not be comparable to information reported by other companies.


62			The TJX Companies, Inc.

Compensation Tables

PAY VERSUS PERFORMANCE

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, as computed under SEC rules, and certain financial performance of the Company. For more information about the Company’s executive compensation program, refer to the CD&A starting on p. 29 and the Compensation Tables starting on p. 50.


Fiscal Year	Summary Compensation Table Total for PEO(1)	Compensation Actually Paid to PEO(2)	Average Summary Compensation Table Total for Non-PEO NEOs(1)	Average Compensation Actually Paid to Non-PEO NEOs(2)	Value of Initial Fixed $100 Investment Based On:		Net Income (thousands)(4)	MIP Incentive Pre-tax Income (thousands)(5)
					Total Shareholder Return(3)	Peer Group Total Shareholder Return(3)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2023	$20,525,368	$22,689,097	$7,821,116	$8,086,392	$143.84	$129.16	$3,498,349	$5,495,116
2022	31,802,000	48,122,189	12,428,451	18,345,910	123.16	116.91	$3,282,815	$5,617,471
2021	14,541,737	(12,494,955)	5,887,421	(4,958,497)	108.86	106.91	$90,470	$1,953,817

(1)The amounts in column (b) are the amounts reported for our Chief Executive Officer, Mr. Herrman, in the “Total” column of the Summary Compensation Table for each applicable fiscal year. The amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table for each applicable fiscal year. The Non-PEO NEOs included for purposes of calculating the amounts in column (d) and in column (e) for each of FY21, FY22, and FY23 are Scott Goldenberg, Carol Meyrowitz, Richard Sherr, and Kenneth Canestrari.

(2)The amounts in column (c) and column (e) represent the amount of “compensation actually paid” to Mr. Herrman, and the average amount of “compensation actually paid” to our other NEOs as a group, for each applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amount of “compensation actually paid” is determined under SEC rules and does not reflect the actual amount of compensation earned by or paid to Mr. Herrman, or our NEOs as a group, for the applicable year. Refer to the CD&A for a discussion of the quantitative and qualitative factors considered by the Compensation Committee in making decisions with respect to compensation for our NEOs for FY23.

Under SEC rules, the amounts shown below were deducted and added to total compensation for Mr. Herrman, and to the average total compensation for the other NEOs as a group, to determine the “compensation actually paid” for the applicable fiscal year:


Calculation of “Compensation Actually Paid” to PEO	Fiscal Year
	2023	2022	2021
Summary Compensation Table (“SCT”) Total for PEO reported in column (b)	$20,525,368	$31,802,000	$14,541,737
Amounts reported in the “Change in Pension Value” column of the SCT (i)	—	(305,528)	(1,909,764)
Pension “service cost” (ii)	354,722	296,395	274,935
Amounts reported in the “Stock Awards” column of the SCT (iii)	(10,900,034)	(21,754,956)	(7,862,971)
Fair value (as of year end) of equity awards granted during the year that remain unvested at year end (iv)	12,954,571	13,121,502	8,953,496
Change in fair value (as of vesting date from prior year end) of previously-granted equity awards that vested during the year (v)	(2,245,522)	9,992,577	(4,431,486)
Change in fair value (as of year end from prior year end) of previously-granted equity awards that remain unvested at year end (vi)	1,999,992	14,970,199	(22,060,902)
Compensation Actually Paid to PEO reported in column (c)	22,689,097	48,122,189	(12,494,955)


Calculation of “Compensation Actually Paid” to Non-PEO NEOs	Fiscal Year
	2023	2022	2021
Average Summary Compensation Table (“SCT”) Total for non-PEO NEOs reported in column (d)	$7,821,116	$12,428,451	$5,887,421
Average amounts reported in the “Change in Pension Value” column of the SCT (i)	(114,468)	(194,651)	(635,403)
Average pension “service cost” (ii)	109,570	102,668	96,339
Average amounts reported in the “Stock Awards” column of the SCT (iii)	(3,856,059)	(8,433,136)	(3,080,026)
Average fair value (as of year end) of equity awards granted during the year that remain unvested at year end (iv)	4,582,865	5,094,535	3,507,215
Average change in fair value (as of vesting date from prior year end) of previously-granted equity awards that vested during the year (v)	(962,802)	3,808,188	(2,009,677)
Average change in fair value (as of year end from prior year end) of previously-granted equity awards that remain unvested at year end (vi)	506,170	5,539,855	(8,724,366)
Average Compensation Actually Paid to non-PEO NEOs reported in column (e)	8,086,392	18,345,910	(4,958,497)


2023 Proxy Statement			63

Compensation Tables

(i)Reflects the change in the actuarial present value of accumulated benefit obligations under our broad-based pension plan and our SERP for the applicable fiscal year, as reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table. For more information, refer to Pension Benefits above.

(ii)Reflects the actuarially determined service cost under our broad-based pension plan and our SERP for services rendered by the NEO during the applicable year, using the same methodology as used for our financial statements in accordance with U.S. GAAP. No “prior service cost” applied to the pension benefits for our NEOs for the years shown.

(iii)Reflects the amounts reported in the “Stock Awards” column of the Summary Compensation Table for the applicable fiscal year.

(iv)Reflects the year-end fair value of any PSUs or RSUs granted in the applicable year that were outstanding and unvested as of the end of the year.

(v)Reflects the change in fair value as of the vesting date (from the end of the prior fiscal year) for PSUs, RSUs, and, for Mr. Herrman, his career shares award, or portions thereof, granted in prior years that vested during the applicable year; and, for FY21, includes the change in fair value as of the vesting date (from the end of the prior fiscal year) of a portion of a stock option award granted to our NEOs in FY18 that vested during FY21. For this purpose, the vesting date of PSUs is the date on which the Compensation Committee certified applicable performance results for the cycle, and the vesting date for RSUs, stock options, and Mr. Herrman’s career shares award (or applicable portions thereof) is the date on which the applicable service requirement was satisfied, taking into account eligibility for special service retirement as defined in our SIP. For FY22, the amount reported includes the incremental fair value with respect to PSUs that were modified on the vesting date during FY22 ($9,377,874 for Mr. Herrman and an average of $3,630,615 for our other NEOs), determined under ASC Topic 718. Refer to our 2022 proxy statement for more information about PSU modifications during FY22.

(vi)Reflects the change in fair value as of the end of the applicable year (from the end of the prior fiscal year) for any PSUs, RSUs, and, for Mr. Herrman, his career shares award, or portions thereof, granted in prior years that were outstanding and unvested as of the end of the applicable year. For FY21, the negative amounts reported are primarily attributable to a negative change to the probable outcome of PSU performance conditions during the year. For FY22, the change in fair value as of the end of the year reflects a modification to certain PSU awards during the year that remained outstanding and unvested as of the end the year. As of the modification date during FY22, the incremental fair value of such modifications was $2,744,172 for Mr. Herrman and an average of $1,062,462 for our other NEOs, determined under ASC Topic 718. Refer to our 2022 proxy statement for more information about PSU modifications during FY22.

The valuation assumptions used to calculate the fair values of PSUs, RSUs, and Mr. Herrman’s career shares award include the stock price and accumulated dividends as of the applicable measuring date and, in the case of ~~payments~~PSUs, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the Compensation Committee as of the applicable vesting date). For the change in fair value of stock options during FY21, we used the Black-Scholes option pricing model with corresponding assumptions (risk-free interest rate, dividend yield, expected volatility factor, and expected option life) determined as of the applicable measuring date. Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date.

(3)The amounts reported in column (f) represent cumulative TSR of the Company under SEC rules from January 31, 2020, the last trading day before the start of FY21, through the last trading day for the applicable fiscal year in the table, assuming reinvestment of dividends. The amounts reported in column (g) represent the peer group TSR under SEC rules from January 31, 2020, the last trading day before the start of FY21, through the last trading day for the applicable fiscal year in the table, assuming reinvestment of dividends and weighted according to the respective companies’ stock market capitalization. The peer group used for this purpose is the Dow Jones U.S. Apparel Retailers Index (DJUSRA), the same peer group used for purposes of Item 201(e) of Regulation S-K. For more information about the peer group used by the Compensation Committee as part of its decision-making process for FY23, refer to The Role of Our Peer Group in the CD&A.

(4)The amounts reported in column (h) represent net income of the Company reported in our Annual Report on Form 10-K for the applicable fiscal year.

(5)The amounts reported in column (i) represent MIP Incentive Pre-tax Income: the adjusted pre-tax income performance results under our MIP for the applicable fiscal year or, in the case of FY21, an estimate of adjusted pre-tax income performance results under our MIP had the Compensation Committee established adjusted pre-tax income performance goals for FY21. The Company did not use Incentive Pre-tax Income in its annual MIP program for FY21 but instead established a temporary alternative framework in light of the uncertainty of the pandemic, as discussed in our 2021 proxy statement.MIP Incentive Pre-Tax Income for FY22 and FY23 reflects the definitions and automatic adjustments pre-established by the Compensation Committee for the applicable fiscal year. Refer to Appendix A for information about how MIP Incentive Pre-tax Income was determined based on total segment profit reported in our Annual Report on Form 10-K for each applicable fiscal year.

While the Company uses various performance measures under its executive compensation program, Incentive Pre-tax Income is the primary metric in our annual incentive plan and the multi-year cumulative metric in our long-term cash program, and the Company has determined that MIP Incentive Pre-tax Income represents the most important performance measure used by the Company to link “compensation actually paid” to our NEOs to Company performance for FY23 under SEC rules.

FINANCIAL PERFORMANCE MEASURES

In accordance with SEC rules, the Company has determined that the following ~~termination~~financial performance measures were used by ~~reason~~the Company to link “compensation actually paid” to our NEOs to Company performance for FY23:


			Incentive Pre-tax Income
			Incentive EPS
			Incentive ROIC

The Company has designated MIP Incentive Pre-tax Income as the “Company-Selected Measure” for purposes of ~~disability,~~Item 402(v) of Regulation S-K, and additional information about MIP Incentive Pre-tax Income is shown in column (i) of the table above. For more information on our incentive plan performance measures, including why each measure is used and how each measure is included within our program, refer to p. 32 in the CD&A.


64			The TJX Companies, Inc.

Compensation Tables

ANALYSIS OF INFORMATION IN THE PAY VERSUS PERFORMANCE TABLE

As discussed in the CD&A, the Company’s executive compensation program emphasizes long-term incentives and a mix of objective financial performance goals that seek to balance growth, profitability, and returns. As a result, any single measure of Company performance for a particular year or period will not necessarily align with “compensation actually paid” (CAP) as calculated under SEC rules. For the periods shown in the Pay Versus Performance table, changes in CAP were primarily driven by equity award values, including changes in stock price for previously-granted equity awards and changes in probable outcomes of performance conditions for previously-granted PSUs. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

CAP and Cumulative TSR: PEO CAP and average NEO CAP varied over the three years presented in the table, while our cumulative TSR increased over this same period. Although we did not use TSR as a financial performance measure within our incentive plans for the years presented in the table, long-term equity incentives under the SIP have been the largest component of total target compensation for our CEO and other NEOs for many years and the value of our long-term equity incentives is designed to align with our TSR performance during each applicable award period.

CAP and Net Income: PEO CAP and average NEO CAP varied over the three years presented in the table, while our net income increased over this same period. Although net income is a profit measure with some similarities to Incentive Pre-tax Income and Incentive EPS, we did not use net income as a financial performance measure within our incentive plans for the years presented in the table. Accordingly, there is not a direct relationship between CAP and our net income.

CAP and MIP Incentive Pre-tax Income: A portion of PEO CAP and average NEO CAP reflects payouts under our MIP for the applicable fiscal year, including amounts ~~shown assume salary continuation and/or long-term disability payments, coordinated to avoid duplication.~~

based on MIP Incentive Pre-tax Income for FY23 and FY22, as discussed in the CD&A and in our 2022 proxy statement. Although we used Incentive Pre-tax Income as the primary metric in our annual MIP program for FY23 and FY22, the primary driver of the variation in PEO CAP and average NEO CAP over the three years presented in the table was changes in equity award values under SEC rules as detailed above. We did not ~~include any amounts~~use Incentive Pre-tax Income in ~~respect~~our annual MIP program for FY21 but instead established a temporary alternative framework in light of ~~accrued but unpaid base salary or benefits, any amounts~~the uncertainty of the pandemic, as discussed in ~~respect~~our 2021 proxy statement.

~~Employee directors do not receive separate compensation~~is eligible for their service as directors. Members of the Executive Committee do not receive committee-specific compensation. Directors are reimbursed for customary expenses for attending Board and committee meetings. Thetwo annual deferred stock awards (including deferred dividend awards) ~~are granted~~ under our SIP. For FY23, the total target value of these deferred stock awards was $185,000. Deferred stock awards are prorated for non-employee directors who are first elected as a director on a date other than the date of the Company’s annual meeting. One of the deferred stock awards vests immediately and is payable with accumulated dividends in stock at the earlier of separation from service as a director or change of control. The second award vests based on a director’s continued service until the annual meeting next following the grant of the award (subject to possible earlier vesting ~~upon~~in the event of a change of ~~control)~~control if not continued or assumed in the transaction or if a qualifying termination of service as a director occurs following the change of control and prior to the scheduled vesting date), and is payable with accumulated dividends in stock upon vesting or, if an irrevocable advance election is made, at the same time as the first award. In the event that a non-employee director separates from service as a director prior to vesting in the second award, that award ~~will~~is forfeited. Re-deferral of director deferred stock awards may be ~~forfeited.~~

Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. You can view the Annual Report and Proxy Statement on the Internet at: www.envisionreports.com/TJX

q ~~IF YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~q

Ernie Herrman, Scott Goldenberg and Ann McCauley, or any of them, each with the full power of substitution, are hereby authorized as Proxies to represent and vote the shares of the undersigned with respect to all of the matters indicated on the reverse side of this card and any other matters which may properly come before the Annual Meeting, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of The TJX Companies, Inc. to be held at the Four Seasons Hotel Denver, 1111 14^th ~~Street, Denver, Colorado 80202 on Tuesday, June 7, 2016 at 9:00 a.m. (Mountain Daylight Time), or at any postponement or adjournment thereof.~~

Shares represented by this proxy will be voted by the Proxies subject to the directions indicated by the stockholder on the reverse side of this card. If no directions are indicated, the Proxies will have authority to vote FOR each nominee, FOR Proposals 2 and 3 and AGAINST Proposals 4 and 5. In their discretion, the Proxies are hereby authorized to vote upon such other business as may properly come before the meeting or any postponement or adjournment thereof.

However, if you are voting shares held in the TJX stock fund available through The TJX Companies, Inc. General Savings/Profit Sharing Plan, our U.S. 401(k) plan, or The TJX Companies, Inc. General Savings/Profit Sharing Plan (P.R.), our Puerto Rico savings plan, (collectively, “plan shares”), your plan shares will be voted by the plan trustee in accordance with your instructions. Your voting instructions must be received by~~11:59 p.m. Eastern Daylight Time, Thursday, June 2, 2016to allow time for tabulation and voting.~~~~Please note that if your instructions are not received by this time, your plan shares will not be voted.~~


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VIRTUAL SHAREHOLDERS’ MEETING AT:www.virtualshareholdermeeting.com/TJX2023	~~Page~~	WHO CAN VOTE
~~INTRODUCTION~~ The 2023 Annual Meeting of Shareholders of The TJX Companies, Inc. will be held in a virtual-only meeting format, solely by means of remote communication on Tuesday, June 6, 2023, at 9:00 a.m. (Eastern Daylight Time (EDT)) to vote on the items listed below. Shareholders who held shares as of the record date may only attend the meeting online by logging in at: www.virtualshareholdermeeting.com/TJX2023 on the date and time provided in this notice. You will not be able to attend the meeting in person. Please see Voting and Meeting Requirements (pp. 80-82) of the proxy statement for additional information about how to join and vote at the meeting. We encourage you to vote your proxy before the Annual Meeting.	Shareholders of record at the close of business on April 13, 2023 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements of that meeting.



			OUR WORKPLACE We are committed to supporting our Associates worldwide and fostering an inclusive and diverse workplace where they feel welcome, valued, and engaged: •Recruitment: expanded our recruitment strategies to enhance our ability to attract an inclusive, diverse talent pool at all levels. •Training and Development: launched leadership training for newly hired and recently promoted managers in the U.S., as well as additional inclusion and diversity (I&D) education. •Inclusion and Diversity: continued to work toward our global I&D priorities, adding Associate-led I&D advisory boards and additional Associate Resource Groups over the past two years.
			ENVIRONMENTAL SUSTAINABILITY We are committed to pursuing initiatives that are both environmentally responsible and smart for our business. In FY23, we expanded and accelerated our global goals: •Net Zero: We have a goal to achieve net zero greenhouse gas (GHG) emissions in our operations by 2040. •Renewable Energy: We intend to source 100% renewable energy in our operations by 2030. •Waste: We are working to divert 85% of our operational waste from landfill by 2027. •Packaging: We aim to shift 100% of the packaging for products developed in-house by our product design team to be reusable, recyclable, or contain sustainable materials by 2030.
			RESPONSIBLE BUSINESS We are committed to operating responsibly and ethically: •Global Social Compliance: our Vendor Code of Conduct outlines our expectations for our merchandise vendors. We have enhanced the Code twice since FY21 to reinforce our expectations regarding topics including human rights, worker safety, and environmental sustainability, and to provide enhanced access to report violations. •Audits and Training: reviewed more than 2,900 factory audits in FY23; on average, we conduct 8-12 trainings annually with buying agents, vendors, and factory management.
			OUR COMMUNITIES We are committed to delivering value to our communities and caring for others: •Creating Opportunities: in FY23, supported more than 2,000 organizations globally to help create opportunities for vulnerable families and children and support communities of color. •Ukraine Relief: supported numerous relief organizations providing humanitarian aid to help those impacted by the war in Ukraine through donations from our Foundations and in-store fundraising campaigns.



Carol Meyrowitz	Ernie Herrman
Executive Chairman of the Board		~~Ernie Herrman~~ Chief Executive Officer and President


		Board Recommendation	Page Reference
1.	Election of the 9 directors named in this proxy statement	FOR each director nominee	7
2.	Ratification of appointment of PricewaterhouseCoopers as TJX’s independent registered public accounting firm for fiscal 2024	FOR	26
3.	Advisory approval of TJX’s executive compensation (the say-on-pay vote)	FOR	28
4.	Advisory approval of the frequency of TJX’s say-on-pay votes	ONE-YEAR	28
5.	Shareholder proposal for a report on effectiveness of social compliance efforts in TJX’s supply chain	AGAINST	72
6.	Shareholder proposal for report on risk to TJX from supplier misclassification of supplier’s employees	AGAINST	75
7.	Shareholder proposal to adopt a paid sick leave policy for all Associates	AGAINST	78


			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 6, 2023: THIS PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K FOR FISCAL 2023 ARE AVAILABLE AT HTTP://WWW.PROXYVOTE.COM


DELIVERING VALUE TO OUR STAKEHOLDERS		1

~~PROPOSAL 1 - ELECTION OF DIRECTORS~~Fiscal 202 3 Review		1
Smart for Our Business, Good for the World		2
Our Approach to Human Capital Management		3
VOTING ROADMAP		4

~~CORPORATE GOVERNANCE~~PROPOSAL 1: ELECTION OF DIRECTORS					7

~~Board Independence~~Nominees and Their Qualifications		7
Director Qualifications		11
CORPORATE GOVERNANCE		7		13

Governance At-A-Glance		13
Engaging with Shareholders		14
Board ~~Nominees~~Responsibilities		15
Other Board Practices		18
Board Leadership and ~~Service at TJX~~Committees		20
Governance and Ethics Policies and Practices		24
PROPOSAL 2: RATIFICATION OF AUDITOR		7		26

~~Board Committees and Meetings~~Auditor Fees		26
Pre-Approval Policies		26
Audit Committee Report		9 27
PROPOSAL 3: ADVISORY APPROVAL OF TJX'S EXECUTIVE COMPENSATION (THE SAY-ON-PAY VOTE)		28

~~Codes of Conduct and Ethics and Other Policies~~PROPOSAL 4 : ADVISORY APPROVAL OF THE FREQUENCY OF TJX ’S SAY-ON-PAY VOTES					13	28

~~Communications with Our Board~~COMPENSATION DISCUSSION AND ANALYSIS					14	29

~~Transactions with Related Persons~~Introduction		29
FY23 Shareholder Outreach and Our Response		30
Highlights: Our FY2 3 Executive Compensation Program		14 32
Highlights: Our Compensation Governance Practices		34
FY23 Review		35
FY2 3 Executive Compensation Program		36
Our Decision Making Process		45
Other Compensation Practices and Considerations		47
Compensation Committee Report		49
COMPENSATION TABLES		50

~~Audit Committee Report~~			15

~~Auditor Fees~~		16

~~BENEFICIAL OWNERSHIP~~		17

~~EXECUTIVE COMPENSATION~~		19

~~Compensation Discussion and Analysis~~		19

Summary Compensation Table			36	50

Grants of Plan-Based Awards in Fiscal ~~2016~~202 3			38	52

Outstanding Equity Awards at Fiscal ~~2016 Year End~~202 3 Year-End			40	53

Option Exercises and Stock Awards Vested During Fiscal ~~2016~~202 3	55
Pension Benefits		55
Nonqualified Deferred Compensation Plans		41 56
Potential Payments Upon Termination or Change of Control		58
CEO Pay Ratio		62
Pay Versus Performance		63
DIRECTOR COMPENSATION		66
Overview		66
Director Compensation for Fiscal 202 3		67


EQUITY COMPENSATION PLAN INFORMATION	68

~~Pension Benefits~~STOCK OWNERSHIP			42	69

~~Nonqualified Deferred Compensation Plans~~Beneficial Ownership	69
SHAREHOLDER PROPOSALS		43	71

~~Potential Payments upon Termination~~ Proposal 5: Shareholder P roposal f or ~~Change~~a Report on Effectiveness of ~~Control~~Social Compliance Efforts in TJX ’s Supply Chain	72
Proposal 6: Shareholder P roposal for a Report on Risk to TJX from Supplier Misclassification of Supplier ’s Employees	75
Proposal 7: Shareholder P roposal for a P aid S ick L eave P olicy for A ll Associates	45 78
VOTING AND MEETING REQUIREMENTS	80

~~DIRECTOR COMPENSATION~~Voting Requirements	80
Voting Your Shares	80
Changing or Revoking Your Proxy	51 81
Participation in the Annual Meeting	81
Proposals and Nominations for the Next Annual Meeting	82
Other Matters	82
APPENDIX A	83


OUR GLOBAL WORKFORCE Our large, global workforce plays an important role in our operations, supporting the execution of our flexible off-price business model, including the management of a rapidly changing mix of merchandise in our over 4,800 retail stores in nine countries and across five e-commerce sites. With approximately 329,000 Associates at the end of FY23, we offer positions at a variety of levels in our stores, distribution and fulfillment centers, and offices, as well as many opportunities for Associates to grow and advance. Our approach to workforce management, supported by the Board in its oversight role (as discussed further in the Board Responsibilities section), includes the following:		As of January 28, 2023: We had approximately 329,000 employees across all of our geographies and businesses, including full-time, part-time, temporary, and seasonal Associates 86% of our Associates worked in our retail stores 58% of our workforce in the U.S. were members of racially or ethnically diverse groups 36% of managerial positions* in the U.S. were held by members of racially or ethnically diverse groups 68% of managerial positions* globally were held by women * Managerial positions defined as Assistant Store Manager (or equivalent) and above



	WORKPLACE AND CULTURE
	We work to foster a strong, supportive, and inclusive culture so that Associates at TJX feel welcome in the Company, valued for their contributions, and engaged with our business mission. We use defined cultural factors and leadership competencies throughout our global business to express our organizational values, such as personal integrity, relationship-building and collaboration, and respect for our business model, and to promote consistency in leadership development. In FY22, we included new leadership competency and cultural factors focused on inclusion-based values and behaviors, which we began to incorporate into our Leadership Development Toolkit this year. We believe our policies and practices, including our open-door philosophy, encourage open and honest communication and Associate engagement with the business.
	INCLUSION AND DIVERSITY
	Our global workforce reflects a diversity of races, ethnicities, cultures, nationalities, and genders, and we are committed to continuing to build and support an inclusive and diverse workplace. Our global strategies include increasing the representation of diverse talent through our talent pipeline; providing leaders with tools to support difference with awareness, fairness, sensitivity, and transparency; and integrating inclusive behaviors, language, and practices throughout the business. Over the past two years, our teams globally have developed and launched many new programs, including recruitment strategies, training and education, Associate-led I&D advisory boards, and additional Associate Resource Groups.
	TRAINING AND DEVELOPMENT
	We are proud of our culture that prioritizes Associate development and advancement within our organization, and we have many Associates in managerial positions who have been with the Company for more than 10 years. We are highly focused on teaching and mentoring to support the career growth and success of our Associates, and we believe these efforts have promoted retention, stability, and increased expertise in our workforce. Training happens broadly throughout the organization, from informal mentoring and direct training to a range of career and leadership development programs, such as our TJX University for merchandising Associates.
	COMPENSATION AND REWARDS
	Our compensation programs are designed to pay our Associates competitively in the market and based on their skills, experience level, qualifications, role, and abilities. Our approach to compensation across the organization reflects our global total rewards principles, which include encouraging teamwork and collaboration, being fair and equitable, and sharing in the success of the Company. For FY23, we continued our One TJX approach to annual incentive compensation, with all eligible Associates measured against global TJX performance goals.



	PROPOSAL 2: RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS AS TJX’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2024 (PAGE 26 )				53

~~PROPOSAL 3 - ADVISORY APPROVAL OF EXECUTIVE COMPENSATION~~		53

~~PROPOSAL 4 - STOCKHOLDER PROPOSAL FOR INCLUSION OF DIVERSITY AS A CEO PERFORMANCE MEASURE~~		54

~~PROPOSAL 5 - STOCKHOLDER PROPOSAL FOR A REVIEW AND SUMMARY REPORT ON EXECUTIVE COMPENSATION POLICIES~~	PwC is an independent registered public accounting firm with years of experience with TJX’s business. The members of the Audit Committee and Board believe the continued retention of PwC is in the best interests of the Company and its shareholders.			56

~~EQUITY COMPENSATION PLAN INFORMATION~~			58

~~VOTING REQUIREMENTS AND PROXIES~~			58	The Board recommends a vote FOR this proposal.


Name	Audit	Corporate Governance	Executive	Executive Compensation	Finance
Zein Abdalla(1)		+			+
José B. Alvarez	+			+
Alan M. Bennett				*	+
Bernard Cammarata(2)			*
David T. Ching	+	+
Ernie Herrman
Michael F. Hines	*				+
Amy B. Lane	+		+		*
Carol Meyrowitz(3)			*
John F. O’Brien(4)			+	+
Willow B. Shire		*		+
William H. Swanson(5)				+
Number of meetings during fiscal 2016	11	5	-	9	4


In thousands	2016		2015
Audit	$	7,810	$	6,588
Audit Related		781		1,017
Tax		1,155		861
All Other		206		73
Total	$	9,952	$	8,539


Name and Address of Beneficial Owner	Number of Shares	Percentage of Class Outstanding
FMR LLC(1) 245 Summer Street Boston, MA 02210	44,333,251	6.6%
The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355	41,772,762	6.2%
BlackRock, Inc.(3) 40 East 52nd Street New York, NY 10022	38,830,651	5.8%


Annual Cash Incentive Plan	Long Term Cash Incentive Plan	Performance-Based Stock Awards
168.92%	116.33%	ü

Payout for above target corporate performance for FY16	Payout for above target performance for FY14-FY16 cycle	Performance conditions satisfied for periods ending in FY16


Base Salaries at Fiscal 2016 Year End
Carol Meyrowitz	$	1,575,000
Ernie Herrman	$	1,390,000
Michael MacMillan	$	1,010,000
Richard Sherr	$	862,000
Scott Goldenberg	$	750,000


Fiscal 2016 MIP: Target Opportunities and Goals
Name	% of Base Salary	$ Target		Goals
Carol Meyrowitz	150%	$	2,362,503	Corporate
Ernie Herrman	100%	$	1,382,309	Corporate
Michael MacMillan	55%	$	552,116	40% Corporate; 35% TJX Europe;* 25% TJX Canada
Richard Sherr	55%	$	470,547	25% Corporate; 75% Marmaxx
Scott Goldenberg	55%	$	406,155	Corporate


	Fiscal 2016 MIP Performance Goals					Fiscal 2016 MIP Performance Results
	(Adjusted Pre-Tax Income* in 000s)					(Adjusted Pre-Tax Income* in 000s)
	Threshold		Target	Maximum
	(Payout % = 0%)		(Payout % = 100%)	(Payout % = 200%)		MIP Performance		Payout
		(% of Target)			(% of Target)	(% of Target)
Corporate	$3,459,057	87.5%	$3,953,180	$4,312,542	109.1%	$4,200,851	106.27%	168.92%
Marmaxx	$2,501,988	88.9%	$2,814,719	$3,049,267	108.3%	$2,934,368	104.25%	151.01%
TJX Europe	£ 178,240	80.0%	£ 222,797	£ 254,624	114.3%	£ 212,803	95.51%	77.57%
TJX Canada	C$317,592	83.3%	C$ 381,106	C$428,742	112.5%	C$496,429	130.26%	200.00%


	Fiscal 2016 Actual MIP Awards
Name	Actual % Payout of Target	Actual MIP Award
Carol Meyrowitz	168.92%	$	3,990,740
Ernie Herrman	168.92%	$	2,334,997
Michael MacMillan	144.72%	$	799,008
Richard Sherr	155.49%	$	731,642
Scott Goldenberg	168.92%	$	686,076


	Fiscal 2014-2016 LRPIP Performance Goals		Fiscal 2014-2016 LRPIP Performance Results
	(Adjusted Pre-Tax Income* in 000s)		(Adjusted Pre-Tax Income* in 000s)
	Cumulative 3-Year Performance Target (Payout %=100%)	Divisional Weightings	Cumulative 3-Year LRPIP Performance		Unweighted Contribution to Award Payout %	Weighted Contribution to Award Payout %
	(A)	(B)	(C)		(D)	(D x B)
Marmaxx	$7,947,849	68.5%		$8,330,654	112.05%	76.75%
Home Goods	$1,090,909	10.5%		$1,392,972	169.23%	17.77%
TJX Europe	£ 570,392	10.5%		£ 580,624	104.48%	10.97%
TJX Canada	C$1,311,450	10.5%		C$1,328,305	103.23%	10.84%

		100%		Total Payout		116.33%


Name	Stock Option Awards (grant date fair value)(1)	Performance-Based Stock Awards (grant date fair value)(1)
Carol Meyrowitz(2)	$631,618	-
Ernie Herrman(3)	$527,072	$9,106,500
Michael MacMillan	$285,546	$2,802,000
Richard Sherr	$329,420	$3,511,600
Scott Goldenberg	$285,546	$2,101,500


Name and Principal Position	Fiscal Year	Salary(1)	Bonus	Stock Awards(2)	Option Awards(2)	Non-Equity Incentive Plan Compen- sation(3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings(4)	All Other Compen- sation(5)	Total
Carol Meyrowitz(6)	2016	$1,575,002	–	$10,000,030	$631,618	$5,706,608	$1,597,465	$48,974	$19,559,697
Chief Executive	2015	1,575,002	–	16,485,000	636,000	4,582,886	5,369,489	44,014	28,692,391
Officer	2014	1,475,001	–	13,898,400	680,528	4,623,832	1,793,231	43,041	22,514,033
Ernie Herrman(7)	2016	1,382,309	–	14,106,551	527,072	3,614,627	160,103	390,093	20,180,755
President	2015	1,327,693	–	7,954,700	530,760	2,968,577	963,397	361,869	14,106,996
	2014	1,260,002	–	6,158,100	567,934	2,876,223	286,123	356,994	11,505,376
Michael MacMillan(8)	2016	1,003,847	–	2,802,000	285,546	1,613,318	185,561	1,182,833	7,073,105
SEVP, Group	2015	962,308	–	2,447,600	287,520	1,352,483	470,719	1,980,244	7,500,874
President	2014	912,310	–	1,894,800	307,586	1,216,798	225,462	1,968,434	6,525,390
Richard Sherr(9)	2016	855,540	–	3,511,600	329,420	1,313,292	90,222	256,620	6,356,694
SEVP, Group	2015	812,309	–	2,141,650	331,680	1,003,716	514,560	237,658	5,041,573
President	2014	762,308	–	1,421,100	307,586	926,275	157,923	232,728	3,807,920
Scott Goldenberg	2016	738,463	–	2,101,500	285,546	1,151,396	131,427	226,875	4,635,207
SEVP, Chief	2015	663,463	–	1,835,700	287,520	812,969	371,148	178,764	4,149,564
Financial Officer	2014	592,310	–	947,400	236,729	563,098	131,796	84,193	2,555,526


Name	Automobile Benefit	Reimbursement for Financial Planning and Legal Services	Employer Contributions or Credits Under Savings Plans(a)	Company Paid Amounts for Life Insurance(b)	Expatriate- Related Expenses(c)	Tax Equalization(c)	Total All Other Compensation
Carol Meyrowitz	$35,904	$7,133	$4,896	$1,041	-	-	$48,974
Ernie Herrman	35,904	3,396	349,752	1,041	-	-	390,093
Michael MacMillan	28,468	-	255,281	1,041	$232,096	$665,947	1,182,833
Richard Sherr	35,904	1,500	218,175	1,041	-	-	256,620
Scott Goldenberg	35,904	1,500	188,430	1,041	-	-	226,875


Name and Award Type	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards($)(1)					Estimated Future Payouts Under Equity Incentive Plan Awards(#)				All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Under- lying Options(#)		Exercise or Base Price of Option Awards($)(2)		Grant Date Fair Value of Stock and Option Awards($)(3)
			Threshold	Target		Maximum		Threshold	Target		Maximum
Carol Meyrowitz
MIP(4)			-	$	2,362,503	$	4,725,006
LRPIP(5)			-		1,575,000		3,150,000
Stock Options		9/17/15												43,620	$	72.54		$631,618
Stock Awards(6)		1/29/16						-		140,371	-							10,000,030
Ernie Herrman
MIP(4)			-		1,382,309		2,764,618
LRPIP(5)			-		1,100,000		2,200,000
Stock Options		9/17/15												36,400		72.54		527,072
Stock Awards(6)		3/31/15						-		130,000	-							9,106,500
		1/29/16						-		70,186	-							5,000,051
Michael MacMillan
MIP(4)			-		552,116		1,104,232
LRPIP(5)			-		700,000		1,400,000
Stock Options		9/17/15												19,720		72.54		285,546
Stock Awards(6)		3/31/15						-		40,000	-							2,802,000
Richard Sherr
MIP(4)			-		470,547		941,094
LRPIP(5)			-		500,000		1,000,000
Stock Options		9/17/15												22,750		72.54		329,420
Stock Awards(6)		3/31/15						-		40,000	-							2,802,000
		3/31/15						-		5,000	-							350,250
		1/29/16						-		5,000	-							359,350
Scott Goldenberg
MIP(4)			-		406,155		812,309
LRPIP(5)			-		500,000		1,000,000
Stock Options		9/17/15												19,720		72.54		285,546
Stock Awards(6)		3/31/15						-		30,000	-							2,101,500


Name and Plan Name	Executive Contributions in Last FY(1)	Registrant Contributions in Last FY(2)	Aggregate Earnings in Last FY(3)	Aggregate Withdrawals/ Distributions	Aggregate Balance at Last FYE(4)
Carol Meyrowitz
GDCP	-	-	$14,751	-	$632,132
ESP	$315,000	-	(160,072)	-	2,932,273
Ernie Herrman
ESP	138,231	$344,856	7,396	-	3,409,474
Michael MacMillan
ESP	100,385	250,385	(257,146)	-	2,329,599
CESP(5)	-	-	(17,751)	-	296,425
Richard Sherr
ESP	128,331	213,279	(164,101)	-	3,062,246
Scott Goldenberg
ESP	73,846	183,534	(194,442)	-	1,947,317


	Triggering Event(1)

	Death/Disability(2)				Termination without Cause(3)				Change of Control (4)
Name	Option Awards		Stock Awards		Option Awards		Stock Awards		Option Awards		Stock Awards
Carol Meyrowitz	$	176,837	$	10,000,030		$677,713		$10,000,030	$	677,713	$	10,000,030
Ernie Herrman		147,562		18,913,267		-		18,913,267		565,561		33,286,751
Michael MacMillan		79,937		5,819,467		-		-		306,355		8,703,600
Richard Sherr		85,422		5,205,417		-		-		334,662		8,327,950
Scott Goldenberg		69,754		3,633,100		-		-		278,244		5,796,200


Triggering Event and Payments(1)	Carol Meyrowitz		Ernie Herrman		Michael MacMillan		Richard Sherr		Scott Goldenberg
Death/Disability
Severance	$	3,150,000	$	2,780,000	$	2,020,000	$	1,724,000	$	1,500,000
MIP/LRPIP(2)		3,937,503		2,482,309		1,252,116		970,547		906,155
Acceleration of Unvested Equity Awards(3)		10,176,867		19,060,828		5,899,403		5,290,839		3,702,854
Health, Life, and/or Automobile Benefits		117,125		127,894		117,125		127,894		117,125

Total(4)		17,381,495		24,451,031		9,288,644		8,113,280		6,226,134

Voluntary Termination with 90 Days’ Notice
Severance		3,150,000		-		-		-		-
LRPIP(2)		1,575,000		-		-		-		-
Health, Life, and/or Automobile Benefits		117,125		-		-		-		-

Total		4,842,125		-		-		-		-

Termination without Cause/Constructive Termination
Severance		3,150,000		2,780,000		2,020,000		1,724,000		1,500,000
MIP/LRPIP(2)		1,575,000		1,100,000		700,000		500,000		500,000
Acceleration of Unvested Equity Awards(3)		10,677,743		18,913,267		-		-		-
Health, Life and/or Automobile Benefits		117,125		127,894		117,125		127,894		117,125

Total		15,519,868		22,921,161		2,837,125		2,351,894		2,117,125

Change of Control
Settlement of MIP/LRPIP		3,150,000		2,200,000		1,400,000		1,000,000		1,000,000
Acceleration of Unvested Equity Awards(3)		677,713		28,852,261		9,009,955		8,662,612		6,074,444

Total		3,827,713		31,052,261		10,409,955		9,662,612		7,074,444

Change of Control followed by Qualifying Termination
Change of Control Benefits (see above)		3,827,713		31,052,261		10,409,955		9,662,612		7,074,444
Acceleration of Unvested Equity Awards(3)		10,000,030		5,000,051		-		-		-
Severance		7,875,000		5,560,000		3,131,000		2,672,200		2,325,000
Deferred Compensation Enhancement(5)		5,459,767		-		-		-		-
Health, Life, and/or Automobile Benefits		122,307		121,980		122,307		121,980		122,307
Reduction to Maximize After-Tax Benefit(6)		-		-		-		-		(1,719,183	)

Total(4)		27,284,817		41,734,292		13,663,262		12,456,792		7,802,568

~~(2)~~	The amount, for each executive, includes a prorated award for each LRPIP cycle ending after January 30, 2016, based on the portion of the cycle completed as of January 30, 2016 and assuming target performance, plus, in the event of termination due to death or disability, the fiscal 2016 MIP award at target without proration. Proration for purposes of the LRPIP amount would have been determined based on the number of completed months in the cycle or, in the event of Ms. Meyrowitz’s voluntary termination with 90 days’ notice, the number of completed years in the cycle.
2023 Proxy Statement			65

~~(3)~~	Equity awards granted before September 2015 vest in full upon a change of control of TJX and are included in the “Change of Control” scenario in this table. Equity awards granted in September 2015 or later (double-trigger awards) are assumed to be continued or assumed in connection with the change of control and are included in the “Change of Control followed by Qualifying Termination” scenario in this table. See~~Potential Acceleration of Unvested Equity Awards, above for additional detail about these amounts.~~


Annual cash retainer			$90,000
Annual deferred stock awards (target level)			185,000
Additional annual retainers
Audit Committee Chair			28,000
Audit Committee member (other than the Chair)			15,000
Chair of the Subcommittee of the Audit Committee			26,000
Compensation Committee Chair			23,000
Compensation Committee member (other than the Chair)			10,000
Corporate Governance Committee Chair			20,000
Corporate Governance Committee member (other than the Chair)			8,000
Finance Committee Chair			20,000
Finance Committee member (other than the Chair)			8,000
Lead Director			70,000


Name	Fees Earned or Paid In Cash	Stock Awards(l)(2)	Total
Zein Abdalla	$88,156	$154,517	$242,673
José B. Alvarez	100,000	177,282	277,282
Alan M. Bennett	106,000	177,282	283,282
David T. Ching	124,000	168,171	292,171
Michael F. Hines	111,000	178,908	289,908
Amy B. Lane	108,000	175,070	283,070
John F. O’Brien	148,611	188,095	336,706
Willow B. Shire	103,000	189,269	292,269
William H. Swanson	85,000	200,272	285,272


~~Name~~		~~Outstanding Stock Awards(a)~~
~~Zein Abdalla~~	~~7,242~~
~~José B. Alvarez~~	~~38,561~~
~~Alan M. Bennett~~	~~39,824~~
~~David T. Ching~~	~~26,026~~
~~Michael F. Hines~~	~~42,061~~
~~Amy B. Lane~~	~~35,519~~
~~John F. O’Brien~~	~~53,437~~
~~Willow B. Shire~~	~~56,315~~
~~William H. Swanson~~	~~2,669~~


Name	Fees Earned or Paid In Cash(1)		Stock Awards(2)(3)		Total
Zein Abdalla*		$37,566		$185,000	$222,566
José B. Alvarez		108,000		185,000	293,000
Alan M. Bennett		178,000		185,000	363,000
Rosemary T. Berkery		128,000		185,000	313,000
David T. Ching		139,000		185,000	324,000
C. Kim Goodwin		113,000		185,000	298,000
Michael F. Hines		126,000		185,000	311,000
Amy B. Lane		125,000		185,000	310,000
Jackwyn L. Nemerov		120,000		185,000	305,000
John F. O’Brien*		168,962		185,000	353,962


Name			Outstanding Stock Awards*
José B. Alvarez			7,873
Alan M. Bennett			112,288
Rosemary T. Berkery			8,642
David T. Ching			68,569
C. Kim Goodwin			5,322
Michael F. Hines			114,335
Amy B. Lane			93,153
Jackwyn L. Nemerov			22,524