UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant  x                             Filed by a party other than the Registrant  ¨

Check the appropriate box:

The TJX Companies, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

770 Cochituate Road

Framingham, Massachusetts 01701

April29, 2016April 26, 2018

Dear Fellow Stockholder:Shareholder:

We cordially invite you to attend our 20162018 Annual Meeting on Tuesday, June 7, 2016,5, 2018, at 9:00 a.m. (local time), to be held at the Four Seasons Hotel Denver, 1111 14^th Street, Denver, Colorado 80202.Hilton Garden Inn Montreal Centre-Ville, 380 Sherbrooke St. West, Montreal, Quebec, H3A 0B1, Canada.

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

We hope that you will be able to join us on June 7^th.5th. Thank you for your support of TJX.

Sincerely,

Carol Meyrowitz Executive Chairman of the Board				Ernie Herrman Chief Executive Officer and President

Printed on Recycled Paper

TABLE OF CONTENTS

The TJX Companies, Inc.

NOTICE OF

ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS

June 7, 2016

5, 2018

The 2018 Annual Meeting of StockholdersShareholders of The TJX Companies, Inc. will be held at the Four Seasons Hotel Denver, 1111 14^th Street, Denver, Colorado 80202Hilton Garden Inn Montreal Centre-Ville, 380 Sherbrooke St. West, Montreal, Quebec, H3A 0B1, Canada, on Tuesday, June 7, 2016,5, 2018, at 9:00 a.m. (local time) to vote on:

StockholdersShareholders of record at the close of business on April 11, 20169, 2018 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements thereof.of that meeting.

To attend the Annual Meeting, you must demonstrateshow that you were a TJX stockholdershareholder at the close of business on April 11, 20169, 2018 or hold a valid proxy for the Annual Meeting from such a stockholder.shareholder. If you are not a stockholdershareholder of record but hold shares through a bank, broker, trustee or nominee,other third party, you will need to bring proof of your beneficial ownership as of April 11, 2016,9, 2018, such as a brokerage account statement showing your ownership on that date or similar evidence of ownership. All stockholdersshareholders 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 McCauleyAlicia C. Kelly

Secretary

Framingham, Massachusetts

April 29, 201626, 2018

YOUR VOTE IS IMPORTANT.

PLEASE VOTE OVERONE OF THE INTERNET, BY TELEPHONE OR BY MAIL.FOLLOWING WAYS:

TABLE OF CONTENTS

2018 Proxy Statement    i

PROXY OVERVIEW

FISCAL 2018 BUSINESS REVIEW

During fiscal 2018, The TJX Companies, Inc. (TJX, the company, or we) solidly executed our business plan and growth strategies, increasing comparable store sales, driven by customer traffic, and growing our store base globally while maintaining focus on driving profitable sales, reinvesting in the business, managing expenses, and returning value to shareholders. At the beginning of fiscal 2019, we announced plans to continue our growth and reinvestment initiatives, including driving comparable store sales and customer traffic gains, increasing our long-term store growth potential for some of our chains, and, in light of U.S. tax law changes, planning a more substantial share buyback program and increase in our quarterly dividends and additional investments in our Associates and our communities. Fiscal 2018 was a 53-week year; fiscal 2017 was a 52-week year.

FISCAL 2018 SHAREHOLDER OUTREACH AND GOVERNANCE HIGHLIGHTS

Compensation Program Outreach. During fiscal 2018, in response to our most recentsay-on-pay vote, the Executive Compensation Committee of our Board led an extensive outreach initiative focused on our executive compensation program to better understand the concerns and perspectives of our broad shareholder base. The resulting changes we made to our fiscal 2019 executive compensation program are presented in our Compensation Discussion & Analysis section (CD&A) along with the discussion of our fiscal 2018 program and results.

Governance Update: Proxy Access. In February 2018, we amended our by-laws to implement proxy access to provide that one or more shareholders (up to 20, collectively), owning at least 3% of TJX’s outstanding common stock continuously for at least three years, may nominate for election to the Board and include in TJX’s proxy materials up to the greater of two individuals or 20% of the Board, subject to the provisions in our by-laws. We also continued to discuss and engage on issues of interest to our shareholders throughout the year.

2018 Proxy Statement    1

VOTING ITEMS FOR 2018 ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS

June 7, 2016

PROXY STATEMENT

INTRODUCTION

Why am I receiving this proxy statement?The Board of Directors of The TJX Companies, Inc., (TJX or the company) is sending this proxy statement to you as a shareholder of TJX, is solicitingto solicit your proxy for the 20162018 Annual Meeting to be held on June 7, 2016,5, 2018 to vote on the following items:

Who can vote at the meeting?Stockholders of record

HOW TO VOTE YOUR SHARES

If you owned TJX common stock at the close of business on April 11, 20169, 2018, the record date for our 2018 Annual Meeting, you are entitled to vote at the meeting. Each of the 662,346,053626,927,947 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.

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 seeVoting 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 maymail. You can change or revoke your proxy at any time before it is voted at the Annual Meetingmeeting by voting later online or 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.

CORPORATE GOVERNANCE

Integrity has always been a core tenet of TJX. We seek to perform with the highest standards of ethical conduct and in compliance with all laws and regulations that relate to our businesses. Our core Board practices and policies are reflected in our Corporate Governance Principles and Director Code of Business Conduct and Ethics. Our Board also maintains written charters for each of our Board committees, discussed further below.

BOARD RESPONSIBILITIES

Our Board of Directors is responsible for overseeing the business and affairs of the company, and, as part of this responsibility, for regularly monitoring the effectiveness of management’s implementation of strategy, policies, and decisions. The Board, with management, also believes that the interests of our shareholders are enhanced by responsibly considering the interests of our customers, Associates, suppliers, service providers, and communities where we operate.

During the year, our Board reviews with management our strategies, including our plans to drive profitable sales and increase market share, while reinvesting in the business and managing expenses. The Board also oversees management succession planning and has oversight responsibility for our enterprise risk management, discussed below. In addition, as discussed further below, the Board considers Board succession planning and composition.

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 communications with the full Board. The committees escalate risks to the full Board as they determine to be appropriate. In general terms:

2018 Proxy Statement    3

LEADERSHIP STRUCTURE

Our Board has separated the role of CEO and Chairman. Carol Meyrowitz has served as Chairman of the Board since June 2016 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 arising from her many years of service to TJX. As Executive Chairman, she has provided, and is expected to continue to provide, effective leadership to the Board as well as support for management as an active and integral member of the executive team.

As provided in our Corporate Governance Principles, because our current Chairman is not independent, our independent directors have elected an independent Lead Director, John F. O’Brien, to serve as a liaison between the independent directors, the Executive Chairman, and management. As Lead Director, Mr. O’Brien provides independence in TJX’s Board leadership through his review and approval of Board meeting agendas, his participation in management business review meetings, and his leadership of the independent directors. His role is described further below.

The Board believes that the separate roles of Chairman, Chief Executive Officer, and Lead Director are in the best interests of TJX and its shareholders.

4    The TJX Companies, Inc.

BOARD SERVICE AT TJX

Board Independence

As provided in our Corporate Governance Principles, at leasttwo-thirds of the members of our Board should be independent directors. An independent director is one who the Board has affirmatively determined has no material relationship with TJX (either directly or as a partner, shareholder, or officer of an 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 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 considers the Corporate Governance Committee’s independence assessment and recommendation and reviews any transactions and relationships between each director or any member of his or her immediate family and TJX, in accordance with our Corporate Governance Principles (see Transactions with Related Persons, p. 13). To the extent there were any such relationships or transactions, the Board considers whether they are inconsistent with a determination that the director is independent.

As a result of this review, our Board unanimously determined that 9 directors of our current11-member Board are independent: Zein Abdalla, José B. Alvarez, Alan M. Bennett, David T. Ching, Michael F. Hines, Amy B. Lane, Jackwyn L. Nemerov, John F. O’Brien, and Willow B. Shire. None of these directors had any relationship with TJX that implicated our categorical standards of independence. Carol Meyrowitz, as Executive Chairman, and Ernie Herrman, as Chief Executive Officer and President, are executive officers of TJX and are therefore not independent.

Board Diversity

As a global company with approximately 249,000 Associates at our fiscal year-end, we consider diversity among our Associates, customers, vendors, and other business associates to be part of who we are and core to our culture. At the Board level and throughout our organization, we strive to promote the benefits of leveraging differences, fostering 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 experiences, and educational backgrounds to provide sound, expert, and prudent guidance on our operations, strategy, and interests.

The Corporate Governance Committee does not have a formal diversity policy that is applied when evaluating the suitability of individual Board nominees, but takes diversity, including geographic, gender, age, ethnic, and racial diversity, into account among the many factors it considers. Each individual is evaluated 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 shareholder interests through the exercise of sound judgment using its collective

2018 Proxy Statement    5

diversity of experience. The Committee considers whether candidates have a general understanding of disciplines relevant to the success of a large, global, 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; and personal accomplishments.

We value the many kinds of diversity reflected in our Board and nominees.

Board Composition

Board Assessment

The Board believes it is important to have highly engaged directors and that the Board’s composition be aligned with the changing needs of the company for current and future business environments. We have a regular, comprehensive review process for evaluating the performance and composition of our Board. Our Corporate Governance Committee oversees the annual performance evaluation of the Board as a whole, our Chairman, our independent Lead Director, and each of our individual directors.

Currently, our process, which we review annually through the Corporate Governance Committee, includes both self-assessments and peer review of individual directors and of the Board overall, including an assessment of skills and overall effectiveness, and a consideration of the current and future needs of the Board. In addition, each of our independent committees conducts an annual self-assessment of the committee and the chair, with a process overseen by the Corporate Governance Committee.

Director Qualifications and Nominations

The Corporate Governance Committee recommends to the Board individuals to be director nominees who, in the opinion of the Committee, have high personal and professional ethics, integrity, and values; have demonstrated ability and judgment; and will be committed to collectively serving the long-term best interests of our shareholders. The Corporate Governance Committee considers a range of factors when considering individual candidates. These factors include professional experience, particularly in light of our business and current needs for the Board, independence, and geographic, gender, age, ethnic, and racial diversity (discussed above). The Committee seeks nominees who have established strong professional reputations with experience in substantive areas that are important to our business, such as:

6    The TJX Companies, Inc.

Finding Candidates. The Corporate Governance Committee’s process for identifying and evaluating candidates, including candidates recommended by shareholders, includes actively seeking to identify qualified individuals by various means that may include reviewing lists of possible candidates, such as chief executive officers of public companies or leaders of finance or other industries; considering recommendations from a range of sources, such as the Board of Directors, management or other Associates, shareholders, and industry contacts; and engaging a third-party search firm to expand our search and assist in compiling information about possible candidates.

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

Office of the Secretary/ Legal Department

The TJX Companies, Inc.

770 Cochituate Road

Framingham, Massachusetts 01701

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

Majority Voting

Ourby-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 Secretary of TJX at least 14 days in advance of the distribution date for proxy solicitation materials for the 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 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 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 shareholder vote.

Board Service Policies

Under our Corporate Governance Principles, directors who are CEOs of public companies should not serve on more than two boards of public companies besides their own, and no director should serve on more than five boards of public companies, including the TJX Board. Under our Audit Committee Charter, members of the Audit Committee should not serve on the audit committee of more than two other public companies. When a director’s principal occupation or business association changes during his or her tenure as a director, our Corporate Governance Principles provide that the director is required to tender his or her resignation from the Board, and the Corporate Governance Committee will recommend to the Board any action to be taken with respect to the resignation.

Stock Ownership Guidelines for Directors. Our Corporate Governance Principles provide that anon-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 in the CD&A, our executive officers are also subject to stock ownership guidelines. As of April 9, 2018, all of our directors and executive officers were in compliance with our ownership guidelines.

2018 Proxy Statement    7

Board Attendance. During fiscal 2018, our Board met six times. The independent directors also met separately at regularly scheduled executive sessions. It is our policy, included in our Corporate Governance Principles, that all directors standing for reelection are expected to attend the annual meeting of shareholders. All directors who stood for reelection at the 2017 Annual Meeting were in attendance.

BOARD COMMITTEES AND MEETINGS

The Board of Directors has five standing committees: Audit, Corporate Governance, Executive Compensation, Finance, and an Executive Committee, each described in more detail below. All members of the Audit, Corporate Governance, Executive Compensation, and Finance Committees arenon-employee directors and meet the independence standards adopted by the Board in compliance with NYSE listing standards for that committee. The Executive Committee includes our Executive Chairman who is not independent. While each committee has specific, designated responsibilities, each committee may act on behalf of the entire Board to the extent designated by the respective charter or otherwise by the Board. The Corporate Governance Committee annually reviews and makes recommendations on the composition of our standing committees.

Our committees regularly invite other Board members to join their meetings and, as necessary, otherwise report on their activities to the entire Board. The table below provides information about membership and meetings of these committees during fiscal 2018:

Each director attended at least 75% of all meetings of the Board and committees of which he or she was then a member.

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 oversight of the financial reporting process. The Audit Committee’s responsibilities include, among other things:

8    The TJX Companies, Inc.

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 Chairman, 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. Please see the Audit Committee charter, available on our website, tjx.com, for further details.

CORPORATE GOVERNANCE COMMITTEE

Ms. Shire, Chairman; Mr. Abdalla; Mr. Ching

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

Please see the Corporate Governance Committee charter, available on our website, tjx.com, for further details.

EXECUTIVE COMPENSATION COMMITTEE

Mr. Bennett, Chairman; Mr. Alvarez; Ms. Nemerov; Ms. Shire

The ECC’s responsibilities include, among other things:

2018 Proxy Statement    9

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 also reviews our compensation policies and practices for our Associates to determine whether they give rise to risks that are reasonably likely to have a material adverse effect on the company. See Compensation Program Risk Assessment, below.

Please see the ECC charter, available on our website, tjx.com, for further details.

FINANCE COMMITTEE

Ms. Lane, Chairman; Mr. Abdalla; Mr. Bennett; Mr. Hines

The Finance Committee 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:

Please see the Finance Committee charter, available on our website, tjx.com, for further details.

EXECUTIVE COMMITTEE

Ms. Meyrowitz, Chairman; Ms. Lane; Mr. O’Brien

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.

10    The TJX Companies, Inc.

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 2018, 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 from, 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:

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.

CODES OF CONDUCT AND ETHICS AND OTHER POLICIES

Global Code of Conduct for Associates. We have a Global Code of Conduct for our Associates that sets out our expectations that Associates conduct business with honesty and integrity and treat others with dignity and respect. Our Global Code of Conduct 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. We have a Code of Conduct helpline to allow Associates to voice their concerns. We also have procedures for Associates to report complaints regarding accounting and auditing matters, which are available on our website, tjx.com.

Code of Ethics for TJX Executives and Director Code of Business Conduct and Ethics. As noted above, 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 intend to disclose any future amendments to, or waivers from, the Code of Ethics for TJX Executives and 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 Form8-K with the Securities and Exchange Commission, or SEC.

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, tjx.com, in the Investors section under Governance: Governance Documents. Information appearing on tjx.com is not a part of, and is not incorporated by reference in, this proxy statement.

2018 Proxy Statement    11

CORPORATE RESPONSIBILITY

For more than 40 years, TJX has been focused on delivering great value to our customers through the combination of brand, fashion, price, and quality. At the same time, we are committed to our corporate responsibility mission of bringing value to our many important stakeholders—our Associates, customers, communities, vendors, and shareholders.

With our long-held principles of respect, honesty, and integrity, central to our efforts, our Corporate Responsibility program has evolved over time and has reflected our ‘smart for business, good for the world’ thinking. We categorize our global corporate responsibility efforts under four strategic pillars:

We remain focused on continuously enhancing our programs and making a positive, sustainable impact on the world in which we live and conduct our business. To learn more about our evolving efforts, please visit the Responsibility section of our website at tjx.com/responsibility.

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, thenon-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 Office of the Secretary/Legal Department:

The TJX Companies, Inc.

770 Cochituate Road

Framingham, Massachusetts 01701

The Secretary will forward these communications to the relevant group or individual. Shareholders and others can communicate complaints regarding accounting, internal accounting controls, or auditing matters by writing to the

12    The TJX Companies, Inc.

Audit Committee, c/o Corporate Internal Audit Director, The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701.

TRANSACTIONS WITH RELATED PERSONS

Under its charter, the Corporate Governance Committee is responsible for 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% 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 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 2018, asister-in-law of Mr. Sherr and a daughter of Ms. Meyrowitz were employed by TJX. They received compensation from us for fiscal 2018 and the beginning of fiscal 2019 totaling approximately $281,720 and $133,920, respectively, consistent with other Associates at their levels and responsibilities. They also participated in company benefit plans generally available to similarly situated Associates. As described below in Beneficial Ownership, 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 $1,885,420 for services primarily provided during fiscal 2018 and the first quarter of fiscal 2019 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.

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 12 times during fiscal 2018, including 4 meetings held with TJX’s Chief Financial Officer, Corporate Controller, Corporate Internal Audit and PricewaterhouseCoopers LLP, or PwC, TJX’s independent registered public accounting firm, prior to the public release of TJX’s quarterly and annual earnings announcements in order to discuss the financial information contained in the announcements. Management has the responsibility for the preparation of TJX’s financial statements, and PwC has the responsibility for the audit of those statements.

We took numerous actions to discharge our oversight responsibility with respect to the audit process. We reviewed and discussed the audited financial statements of TJX as of and for fiscal 2018 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 audit results.

We reviewed and discussed with PwC communications required by the Standards of the PCAOB (United States), as described in PCAOB Auditing Standard 1301, “Communication with Audit Committees,” and, with and without

2018 Proxy Statement    13

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 Form10-K for fiscal 2018 for filing with the SEC. We also have selected PwC as the independent registered public accounting firm for fiscal 2019, subject to ratification by TJX’s shareholders.

Audit Committee

Michael F. Hines,Chairman

José B. Alvarez

David T. Ching

Amy B. Lane

AUDITOR FEES

The aggregate fees that TJX was billed for professional services rendered by PwC for fiscal 2018 and fiscal 2017 were:

The Audit Committee is responsible for the audit fee negotiations associated with the company’s retention of PwC. The Audit Committeepre-approves all audit services and all permittednon-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, who reports the decisions made to the full Audit Committee at its next scheduled meeting.

Our policies prohibit TJX from engaging PwC to provide any services relating to bookkeeping or other services related to accounting records or financial statements, financial information system design and implementation, appraisal or valuation services, fairness opinions orcontribution-in-kind reports, actuarial services, internal audit outsourcing, any management function, legal services or expert services not related to 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 permittednon-audit services is compatible with maintaining PwC’s independence. The Audit Committee concluded that PwC’s provision ofnon-audit services, which were approved in advance, was compatible with their independence.

14    The TJX Companies, Inc.

PROPOSAL 1 -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. 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 our 20172019 Annual Meeting of StockholdersShareholders and until their successors are duly elected and qualified.

Our nominees have held senior executive positions in large, complex organizations, and in these positions have gained experience in core management skills and substantive areas relevant to our business. We believe that all our nominees possess the professional and personal qualifications necessary for board service. All of our nominees are current directors. Other than Ernie Herrman, who was elected by the Board in October 2015, all of our nominees were previously elected to the Board by our stockholders.shareholders.

YourPlease see the Board Service at TJX section, above, for additional information about director qualifications and how we assess our nominees and think about Board composition. In addition, we have highlighted qualifications for each director in the individual biographies below.

Our Board of Directors unanimously recommends that you vote FOR the election of each of the nominees.

Zein Abdalla, 57

Director since 20122018 Proxy Statement    15

16    The TJX Companies, Inc., a leading global food, snack and beverage company, from September 2012 through his retirement in December 2014, prior to which he served as CEO of PepsiCo Europe, a division of PepsiCo, starting in November 2009 and as President, PepsiCo Europe Region starting in January 2006. Mr. Abdalla previously held a variety of senior positions at PepsiCo since he joined that company in 1995, including as General Manager of PepsiCo’s European Beverage Business, General Manager of Tropicana Europe and Franchise Vice President for Pakistan and the Gulf region. Mr. Abdalla 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.

Director since 2007

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

and served on the board of Church & Dwight Co., Inc. from 2011 until 2013. Mr. Alvarez’s long career in retail has given him broad experience in large retail chain management, including store management, supply chain, logistics, distribution and strategy.

Alan M. Bennett, 65

Director since 2007

Mr. Bennett served as the Chief Executive Officer of H&R Block, Inc., a tax services provider, from July 2010 to May 2011 and was previously Interim Chief Executive Officer from November 2007 through August 2008. He was Senior Vice President and Chief Financial Officer and a Member of the Office of the Chairman of Aetna Inc., a diversified healthcare benefits company, from 2001 to 2007, and previously held other senior financial management positions at Aetna after joining in 1995. Mr. Bennett held various senior management roles in finance and sales/marketing at Pirelli Armstrong Tire Corporation, formerly Armstrong Rubber Company, from 1981 to 1995 and began his career with Ernst & Ernst (now Ernst & Young LLP). Mr. Bennett is also a director of Halliburton Company and Fluor Corporation and was a director of H&R Block from 2008 to 2011. 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 since 2007

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. 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 experience and related management positions in the retail industry provide Mr. Ching expertise including information systems, information security and controls, technology implementation and operation, reporting and distribution in the retail industry.

Ernie Herrman, 55

Director since October 2015

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, President of Marmaxx from 2005 to 2008 and Senior Executive Vice President, Chief Operations Officer of Marmaxx from 2004 to 2005. From 1989 to 2004, he held various merchandising positions with TJX. As Chief Executive Officer and President of the Company, and through the many other positions Mr. Herrman has held with TJX, Mr. Herrman has a deep understanding of TJX and broad experience in all aspects of off-price retail, including merchandising, management, leadership development, strategy, international operations, marketing, real estate, buying and distribution.

Michael F. Hines, 60

Director since 2007

Mr. Hines served as Executive Vice President and Chief Financial Officer of Dick’s Sporting Goods, Inc., a sporting goods retailer, from 1995 to March 2007. From 1990 to 1995, he held management positions with Staples, Inc., an office products retailer, most recently as Vice President, Finance. Mr. Hines spent 12 years in public accounting, the last eight years with the accounting firm Deloitte & Touche LLP. Mr. Hines is also a

director of GNC Holdings, Inc., 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

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

Amy B. Lane, 65 Director since 2005

Ms. Lane was a Managing Director and Group Leader of the Global Retailing Investment Banking Group at Merrill Lynch & Co., Inc., from 1997 until her retirement in 2002. Ms. Lane previously served as a Managing Director at Salomon Brothers, Inc., where she founded and led the retail industry investment banking unit. Ms. Lane is 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, 64 Director since 2006

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 as President from October 2005 to January 2011, Senior Executive Vice President of TJX from 2004 until January 2005, Executive Vice President of TJX from 2001 to 2004 and President of Marmaxx from 2001 to January 2005. From January 2005 until October 2005, she was employed in an advisory role for TJX and consulted for Berkshire Partners LLC, a private equity firm. From 1983 to 2001, she held various senior management and merchandising positions with Marmaxx and with Chadwick’s of Boston and Hit or Miss, former divisions of TJX. Ms. Meyrowitz is also a director of 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, 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 also Non-Executive Chairman and a director of Cabot Corporation, a director of LKQ Corporation and a director 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 general management and oversight 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 consulting experience and prior business experience, Ms. Shire brings expertise in leadership development, talent assessment, change management, human resources and development practices, cultural assessment and strategic problem solving. CORPORATE GOVERNANCE Integrity has been a core tenet of TJX since our inception. We seek to perform with the highest standards of ethical conduct and in compliance with all laws and regulations that relate to our businesses. We have Corporate Governance Principles, a Global Code of Conduct for our Associates, a Code of Ethics for TJX Executives,written charters for each of our Board committees and a Director Code of Business Conduct and Ethics. The current versions of these documents and other items relating to our governance can be found on our corporate website, www.tjx.com, as described below inOnline Availability of Information. Board Independence Independence Determination. Our Corporate Governance Principles provide that at least two-thirds of the members of our Board will be independent directors. The Board evaluates any relationships of each director with TJX and makes an affirmative determination whether or not each director is independent. To assist it in making its independence determination, the Board has adopted categorical independence standards in our Corporate Governance Principles. As part of the Board’s annual review of director independence, the Board considered the recommendation of our Corporate Governance Committee and reviewed any transactions and relationships between each non-management director or any member of his or her immediate family and TJX in accordance with our Corporate Governance Principles. The purpose of this review was to determine whether there were any such relationships or transactions and, if so, whether they were inconsistent with a determination that the director was independent. As a result of this review, our Board unanimously determined that nine directors of our current11-member Board (82%) are independent: Zein Abdalla, José B. Alvarez, Alan M. Bennett, David T. Ching, Michael F. Hines, Amy B. Lane, John F. O’Brien, Willow B. Shire and William H. Swanson. None of these directors had any relationship with TJX that implicated our categorical standards of independence. Carol Meyrowitz, as Executive Chairman, and Ernie Herrman, as Chief Executive Officer, are executive officers of TJX and are therefore not independent. Similarly, Bernard Cammarata, who was an executive officer of TJX and served as Chairman of the Board until his retirement from 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 inBoard Expertise and Diversity, the Corporate Governance Committee considers a range of factors when considering individual candidates, including professional experience, personal integrity and potential contributions to the Board as a whole. In addition, the Corporate Governance Committee considers each director nominee’s experience, qualifications, attributes and skills in light of our business, including those that are identified in the biographical information contained above underNominees and Their Qualifications. The Corporate Governance Committee’s process for identifying and evaluating candidates, including candidates recommended by stockholders, includes actively seeking to identify qualified individuals by various means that may include reviewing lists of possible candidates, such as chief executive officers of public companies or leaders of finance or other industries; considering proposals from a range of sources, such as the Board of Directors, management, Associates, stockholders and industry contacts; and engaging a third-party search firm to expand our search and assist in compiling information about possible candidates. 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 recommendations of candidates for director nominees, which is available on our website. Any stockholder may submit, in writing, one candidate for consideration for each stockholder meeting at which directors are to be elected. Stockholders wishing to recommend a candidate must submit the recommendation by a date not later than the 120th calendar day before the first anniversary of the date that we released our proxy statement to stockholders in connection with the previous year’s Annual Meeting. Recommendations should be sent to the Secretary of TJX, The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701. As described in the policy, a recommendation must provide specified information about, certifications from and consents and agreements of, the candidate. The Corporate Governance Committee evaluates candidates for the position of director recommended by stockholders 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 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. 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 Secretary of TJX at least 14 days in advance of the distribution date for proxy solicitation materials for the stockholder 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, the Board, with the recommendation of the Corporate Governance Committee, will act upon such resignation. In making its decision, the Board will consider the best interests of TJX and its stockholders and will take what it deems to be appropriate action, which may include accepting or rejecting the resignation or taking further measures to address those concerns that were the basis for the underlying stockholder 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 our Corporate Governance Principles, directors who are CEOs of public companies should not serve on more than two boards of public companies besides their own and no director should serve on more than five boards of public companies, including the TJX Board. Under our Audit Committee Charter, members of the Audit Committee should not serve on more than two audit committees of other companies. When a director’s principal occupation or business association changes during his or her tenure as a director, our Corporate Governance Principles provide that the director is required to tender his or her resignation from the Board, and the Corporate Governance Committee will recommend to the Board any action to be taken with respect to the resignation. Board Committees and Meetings Board Attendance. During fiscal 2016, our Board met seventimes. The independent directors also met separately at regularly scheduled executive sessions. It is our policy, included in our Corporate Governance Principles, that all directors standing for reelection are expected to attend the annual meeting of stockholders. All directors who stood for reelection at the 2015 Annual Meeting were in attendance. The Board of Directors has five standing committees: Audit, Corporate Governance, Executive, Executive Compensation and Finance. All members of the Audit, Corporate Governance, Executive Compensation and Finance Committees are independent directors. Each of our directors attended at least 75% of all meetings of the Board and committees of which he or she was then a member. While each committee has designated responsibilities, each committee may act on behalf of the entire Board. The committees regularly report on their activities to the entire Board. The table below provides information about membership and meetings of these committees during fiscal 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 * Committee Chairman (1) Mr. Abdalla joined the Finance Committee in June 2015. (2) Mr. Cammarata served as Chairman of the Board from June 2015 to January 2016 and as ChairmanChief Executive Officer of theTJX from January 2007 to January 2016. In previous roles, Ms. Meyrowitz served as President of TJX from October 2005 to January 2011, Senior Executive CommitteeVice President of TJX from 2004 until his retirementJanuary 2005, Executive Vice President of TJX from the Board2001 to 2004, and President of Marmaxx from 2001 to January 2005. From January 2005 until October 2005, she was employed in June 2015. (3) an advisory role for TJX and consulted for Berkshire Partners LLC, a private equity firm. From 1983 to 2001, Ms. Meyrowitz 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 was electedalso a director of Staples, Inc. from 2007 to 2017. As Executive Chairman of the Board of TJX, and Chairmanthrough the many other positions Ms. Meyrowitz has held with TJX, Ms. Meyrowitz has a deep understanding of TJX and broad experience in all aspects ofoff-price retail, including innovation, strategy, buying, distribution, marketing, real estate, finance and accounting, and international operations. Jackwyn L. Nemerov, 66 Director since 2016 Ms. Nemerov was the President and Chief Operating Officer of Ralph Lauren Corporation, a global leader in premium lifestyle products, from November 2013 until November 2015. She served as Executive Vice President of Ralph Lauren Corporation from September 2004 until October 2013 and was a member of Ralph Lauren Corporation’s board of directors from 2007 until September 2015. Prior to her tenure there, she held multiple positions in the retail industry, including President and Chief Operating Officer of the Executive CommitteeJones Apparel Group from 1998 to 2002. Ms. Nemerov’s extensive retail, brand management and operations experience, as well as her related management positions in June 2015. (4) Mr. O’Brien served on the Executive Compensation Committee until June 2015. (5) Mr. Swanson is not standing for election atapparel and retail industry, provide her with valuable expertise in supply chain management, manufacturing, merchandising, and licensing in the 2016 Annual Meeting.retail industry. 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 and oversight of the financial reporting process. Each member of the Audit Committee is a non-employee director and meets the independence standards adopted by the Board in compliance with New York Stock Exchange (NYSE) listing standards. The Audit Committee operates under the terms of a written charter which is reviewed by members of the committee annually. 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 the compensation of, overseeing and if necessary, replacing the independent registered public accounting firm, evaluating the performance of the independent registered public accounting firm, including the lead audit partner; establishing and maintaining procedures for receipt, retention and treatment of complaints, including the confidential and anonymous submission of complaints by employees, regarding accounting, internal accounting controls or auditing matters; pre-approving all work by the independent registered public accounting firm; and reviewing other matters as the Board deems appropriate. In addition to assuring the regular rotation of the lead partner of the independent auditor, as required by law, the Audit Committee, including its Chair, has been involved in the selection of, and reviews and evaluates the performance of, the independent auditor, including the lead audit partner, and further considers whether there should be regular rotation of the audit function among firms. Executive Compensation Committee2018 Proxy Statement. (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’s responsibilities include, among other things:    17 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 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; determining the compensation of the Chief Executive Officer, including awards of stock options, bonuses and other awards and incentives, based on the evaluation by the Corporate Governance Committee of the performance of the Chief Executive Officer and such other factors as the ECC 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. The ECC also reviews our 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. SeeCompensation 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 and for overseeing our corporate governance practices. Each member of the Corporate Governance Committee is a non-employee director and meets the independence standards adopted by the Board in compliance with NYSE listing standards. The Corporate Governance Committee operates under the terms of a written charter which is reviewed by the members of the committee annually. 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 of corporate social and public responsibility, including political contributions and activities, environmental and sustainability activities and charitable giving; reviewing practices and policies with respect to directors, including retirement policies, the size of the Board and the meeting frequency of the Board, and reviewing the functions, duties and composition of the committees of the Board and compensation for Board and committee members; recommending processes for the annual evaluations of the performance of the Board, the Chairman, the independent Lead Director and each committee and its chair; establishing performance objectives for the Chief Executive Officer and annually evaluating the performance of the Chief Executive Officer against such objectives; and overseeing the maintenance and presentation to the Board of management’s plans for succession to senior management positions. Executive Committee. (Ms. Meyrowitz,Chairman; Ms. Lane; Mr. O’Brien) The Executive Committee meets at such times as it determines to be appropriate and has the authority to act for the Board on specified matters during the intervals between meetings of the Board. Finance Committee. (Ms. Lane,Chairman; Mr. Abdalla; Mr. Bennett; Mr. Hines) The Finance Committee is responsible for reviewing and making recommendations to the Board relating to our financial activities and condition. The Finance Committee operates under the terms of a written charter which is reviewed by the members of the committee annually. 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. Board Leadership Structure. 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 our current Chairman is not independent, 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 in the best interests of TJX and its stockholders. Mr. O’Brien, as Lead Director, provides independence in TJX’s Board leadership, as provided in the Corporate Governance Principles, through his review and approval of Board meeting agendas, his participation in management business review meetings and his leadership of the independent directors. 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:   • John F. O’Brien, 75 Director since 1996 Mr. O’Brien is the retired Chief Executive Officer and President of Allmerica Financial Corporation (now The Board reviewsHanover Insurance Group, Inc.), an insurance and diversified financial services company, holding those positions from 1995 to 2002. Mr. O’Brien previously held executive positions at Fidelity Investments, an asset management firm, including Group Managing Director of FMR Corporation, Chairman of Institutional Services Company, and Chairman of Brokerage Services, Inc. Mr. O’Brien serves as our Lead Director. Mr. O’Brien is also a director of Cabot Corporation, a director of LKQ Corporation, and a director of a family of 86 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 general management and oversight with respect to strategy, financial planning, insurance, operations, finance, and capital structure. Willow B. Shire, 70 Director since 1995 Ms. Shire was an executive consultant with Orchard Consulting Group from 1994 to January 2015, specializing in leadership development and strategic financialproblem 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 execution risksOfficer, Health Industries Business Unit. Through her consulting experience and exposures associated with the annual planprior business experience, Ms. Shire brings expertise in leadership development, talent assessment, change management, human resources and multi-year plans; any major litigationdevelopment practices, cultural assessment, 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. strategic problem solving.   • 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 Associates18    . We have a Global Code of Conduct for our Associates that requires our Associates to conduct our business with integrity. Our Global Code of Conduct covers professional conduct, including employment policies, ethical business dealings, conflicts of interest, confidentiality, intellectual property rights and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. We have a Code of Conduct helpline to allow Associates to voice their concerns. We also have procedures for Associates to report complaints regarding accounting and auditing matters, available on our website, www.tjx.com. Code of Ethics for TJX Executives and Director Code of Business Conduct and Ethics. We have a Code of Ethics for TJX Executives governing our Executive Chairman, Chief Executive Officer, President, Chief Financial Officer and other senior operating, financial and legal executives. The Code of Ethics for TJX Executives is designed to ensure integrity in our financial reports and public disclosures. We also have a Director Code of Business Conduct and Ethics 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 or 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. 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 theCompensation Discussion and Analysis section, our executives are also subject to stock ownership guidelines. As of April 11, 2016, 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 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 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 communications 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 Corporate Internal Audit Director, The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701. Transactions with Related Persons Under its charter, the Corporate Governance Committee is responsible for 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 (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 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 of Ms. Meyrowitz, our CEO and a director during fiscal 2016, and Barbara House, sister-in-law of Mr. Sherr, an executive officer, were employed by TJX. They received compensation from us, including salary for fiscal 2016 and the beginning of fiscal 2017 and incentive compensation (cash and equity) earned for fiscal 2016, consistent with other Associates at their respective levels and responsibilities, totaling approximately $207,600and $299,500, respectively. They each also participated in company benefit plans generally available to 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 Ownership, The Vanguard Group 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 for services primarily provided during the second half of fiscal 2016 and the first quarter of fiscal 2017 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. 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, 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 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), 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.   Audit Committee Michael F. Hines,Chairman José B. Alvarez David T. Ching Amy B. Lane Auditor Fees The aggregate fees that TJX was billed for professional services rendered by PwC for fiscal 2016 and fiscal 2015 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    Audit fees were for professional services rendered for the audits of TJX’s consolidated financial statements including financial statement schedules and statutory and subsidiary audits, review of documents filed with the SEC, review of 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, employee benefit plan and medical claims audits and due diligence assistance. 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, transfer pricing and requests for rulings and technical advice from tax authorities. All other fees were for services during fiscal 2016 related to our environmental sustainability program and foreign exchange and for services during both fiscal 2016 and fiscal 2015 related to our conflict minerals program and training for our internal audit department. 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, who reports the decisions made to the full Audit Committee at its next scheduled meeting. Our policies prohibit TJX from engaging PwC to provide any services relating to bookkeeping or other services related to accounting records or financial statements, financial information system design and implementation, appraisal or valuation services, fairness opinions or contribution-in-kind reports, actuarial services, internal audit outsourcing, any management function, legal services or expert services not related to 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, 2016,9, 2018, the number of shares of our common stock beneficially owned by each director,director/ director nominee and executive officer named in the Summary Compensation Table and all directors and executive officers as a group:   Name   Number of  Shares   Zein Abdalla   16,452 20,985 José B. Alvarez   39,717 44,074 Alan M. Bennett   44,295 49,902 David T. Ching   39,747 44,869 Scott Goldenberg   108,316 50,345 Ernie Herrman   559,300 312,246 Michael F. Hines   52,558 58,235 Amy B. Lane   51,246 55,894 Michael MacMillan   40,000 88,667 Carol Meyrowitz   691,577 231,143 Jackwyn L. Nemerov   3,475 John F. O’Brien   113,040 119,020 Richard Sherr   115,000 40,000 Willow B. Shire   73,143 78,853 William H. Swanson 6,784 All Directors and Executive Officers as a Group (15(16 Persons)   2,019,899 1,384,195 The total number of shares beneficially owned by each individual and by the group above constitutes, in each case, less than 1% of the outstanding shares.shares of TJX. The amounts above reflect sole voting and investment power. Sharespower except as noted below. The shares listed in the table above table:include:   Include vestedVested deferred shares (and(including estimated deferred shares for accumulated dividends) held by the following directors: Mr. Abdalla 6,169;8,539; Mr. Alvarez 37,858;41,210; Mr. Bennett 39,136;44,803; Mr. Ching 25,174;28,133; Mr. Hines 41,399;47,136; Ms. Lane 34,779;38,577; Ms. Nemerov 2,176; Mr. O’Brien 52,909;56,726; Ms. Shire 55,820; Mr. Swanson 1,54359,727; and all directors and executive officers as a group 294,787. Shares include 1,159 estimated327,027. 1,099 deferred shares (and(including estimated deferred shares for accumulated dividends) that are scheduled to vest within 60 days of April 11, 20169, 2018 held by each of Mr. Abdalla, Mr. Alvarez, Mr. Bennett, Mr. Ching, Mr. Hines, Ms. Lane, Mr. O’Brien, Ms. Shirenon-executive director; and Mr. Swanson and 10,4319,891 held by all directors and executive officers as a group.   Include11,347 shares of common stock over which Mr. Abdalla and his spouse share voting and dispositive power. Shares of common stock that the following persons had the right to acquire on April 11, 20169, 2018 or within 60 days thereafter through the exercise of options: Mr. Goldenberg 20,923;19,501; Mr. Herrman 169,300;182,246; Mr. MacMillan 27,487; Ms. Meyrowitz 354,784;155,066; and all directors and executive officers as a group 562,463.506,630.   Include performance-basedPerformance-based restricted shares that were subject to forfeiture restrictions as of April 11, 2016:9, 2018: Mr. Goldenberg 80,000;30,000; Mr. Herrman 390,000; Ms. Meyrowitz 140,371;130,000; Mr. Sherr 115,000;40,000; and all directors and executive officers as a group 765,371. Include 220,000. 40,000 performance-based deferred shares for Mr. MacMillan and 50,000 for all directors and executive officers as a group scheduled to vest within 60 days of April 11, 2016 held by Mr. MacMillan. 9, 2018. Shares listed do not include, unvested performance-based deferred stock awards or restricted stock unit awardsif not scheduled to vest within 60 days of April 11, 2016. 9, 2018, unvested performance-based deferred share awards, performance share unit awards, or restricted stock unit awards. 2018 Proxy Statement    19 The following table shows, as of April 11, 2016,9, 2018, 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% Name and Address of Beneficial Owner   Number of Shares       Percentage of Class Outstanding     The Vanguard Group, Inc.(1) 100 Vanguard Boulevard Malvern, PA 19355         48,569,668             7.7   %    BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055         45,354,058             7.2   %    (1) Amounts based on ownership of FMR LLCThe Vanguard Group, Inc., and certain subsidiaries 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, 20152017 as indicated in its Schedule 13G/A filed with the SEC on February 10, 2016,9, 2018, which reflected sole voting power with respect to 1,255,692914,106 of the shares, shared voting power with respect to 68,500163,971 of the shares, sole dispositive power with respect to 40,443,16047,518,514 of the shares and shared dispositive power over 1,329,602with respect to 1,051,154 of the shares.   (3)(2) Amounts based on ownership of BlackRock, Inc. and certain subsidiaries at December 31, 20152017 as indicated in its Schedule 13G/A filed with the SEC on February 10, 2016,January 23, 2018, which reflected sole voting power with respect to 31,613,38937,718,738 of the shares and sole dispositive power with respect to 38,830,65145,354,058 of the shares. SectionSECTION 16(a) Beneficial Ownership Reporting ComplianceBENEFICIAL 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 for fiscal 2018 were timely filed, other than a delay in filing one Form 4 to reportreporting the granttransfer of shares of restricted stockheld by Mr. Abdalla from direct to Mr. Herrman in March 2015. indirect shared ownership. EXECUTIVE COMPENSATION20    The TJX Companies, Inc. 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 HighlightsCOMPENSATION DISCUSSION AND ANALYSIS Our Performance TJX isCD&A reviews the leading off-price apparelobjectives 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 ourelements of TJX’s executive 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 maintainingdescribes the ability to develop talent who can execute the fundamentalsrelated processes of our off-price business modelExecutive Compensation Committee (ECC), and drivediscusses the fiscal 2018 compensation for our long-term, global strategy across these varied markets. Our overallNamed Executive Officers (NEOs), listed below. It also explains the actions our ECC took in response to the shareholder feedback we received during our extensive shareholder outreach on executive 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.during fiscal 2018.     NEO Title Ernie Herrman    Chief Executive Officer and President Scott Goldenberg Fiscal 2016 Senior Executive Vice President, Chief Financial Officer Carol Meyrowitz $30.9 B Net Sales Executive Chairman Michael MacMillan 9.3% Total Stockholder Return Senior Executive Vice President, Group President $47.3 B Market Cap Richard Sherr    219 / 3,614 Net New Stores / Total Stores Senior Executive Vice President, Group President We reached $30.9 billion 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- 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.WHERE WE ARE TODAY   Our plan-based compensation for fiscal 2016 reflects ourTJX is the leading internationaloff-price apparel and home fashions retailer. We have a long, successful track record of 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)financial performance, including 22 consecutive years 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 orannual comparable period and excludes those companies that experienced corporate events that have resulted in restated financial statements from which we cannot reliably derive adjusted EPS 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 53rdweek 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 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 executivestore sale increases, and an integral part of TJX’s executive management team including as an advisorwith deep experience inoff-price retailing. Having a highly-engaged senior leadership team with the ability to Mr. Herrman on the Company’s long-term growth initiativesexecute our distinctive and strategy. Compensation Program Highlights Ourflexible retail business model has always been critical to our business. Accordingly, our executive 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, Senior Executive Vice President, Group President; Richard Sherr, Senior Executive Vice President, Group President; and Scott Goldenberg, Senior Executive Vice President, Chief Financial Officer. Elements of Fiscal 2016 Target Compensation* *Notes on chart: Other NEO Average includes all named executive officers other than the CEO. Fiscal 2016 target compensation consists 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 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, transparentdrive long-term profitable and aligned withsustainable growth, foster management stability, and support our core business goals. leadership succession plans.   Our program is heavily weighted Fiscal 2018 Shareholder Outreach Initiative We have followed a consistent approach to incentive compensation with payout based on performance. We seek to maintain pay practices that align the interestdesign of our Associates and stockholders. Key Program Elements and Objectives The following table describes the key elements of ourexecutive compensation program for many years. The history of our named executive officers. In additionsay-on-pay results before 2017 demonstrated strong shareholder support for our program over several years, with support averaging over 95% between 2011 and 2016. But in response to the more specific objectives summarized inlower level of support for our 2017 say-on-pay vote, the following table, all elementsECC led an extensive shareholder outreach initiative during fiscal 2018. This outreach focused on better understanding the concerns and perspectives of our shareholders, including those who did not support our say-on-pay vote in 2017. The ECC then made design changes to our fiscal 2019 program are intendedthat respond to help us attract and retain talented individuals.the shareholder feedback we received.   Element Objectives Features Salary •   Provide a base level of compensation to reflect individual responsibilities, experience and value in the marketplace.   •   Recognize individual performance. Fixed Shorter-term Cash Annual Cash Incentives (MIP) •   Incentivize performance to reach or exceed our short-term, annual financial 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-TermFiscal 2018 Executive Compensation Shareholder Outreach At-A-Glance (May 2017 - April 2018) Cash Incentives (LRPIP) •   Incentivize performance to reach or exceed our longer term financial objectives across the Company. •   Foster teamwork and collaboration across divisions. •   Reward company-wide achievement of multi-year financial goals (typically over three fiscal years). •   Provide 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✓ Entire process overseen by our ECC   Longer-term✓ Reached out to shareholders representing over 50% of shares outstanding, including many who voted againstsay-on-pay   Equity✓ Held discussions with shareholders representing over 37% of shares outstanding and with proxy advisory firms In ✓ Included representatives from HR, legal, and investor relations; several discussions led by our ECC Chairman ✓ Reported detailed feedback from each discussion to the ECC for its consideration This executive compensation outreach initiative was in addition to our regular, ongoing shareholder engagement. 2018 Proxy Statement    21 What We Heard and How We Responded We heard a range of different perspectives on our executive compensation program from shareholders during our fiscal 2018 outreach, all of which were considered by the ECC. We received considerable positive feedback about the overall program and support for our management team, consistent with our strong priorsay-on-pay results. Additionally, many of our larger shareholders agreed with the ECC on the importance of having a stable senior leadership team with the knowledge and expertise to execute our distinctiveoff-price business model successfully over the long-term. However, we provide health and welfare, deferred compensation and retirement benefits,also heard some common concerns about specific aspects of our program’s design, discussed below, as well as limited perquisites,comments cautioning us against overcomplicating our program or introducing too many changes. Based on this feedback, the ECC examined ways to supportimprove our competitive positioncompensation program without compromising its strengths, including its focus on our core business goals, promoting stability, and promote retention. We also provide relocation-related benefits, including tax equalization,driving performance, as well as its overall emphasis on long-term performance incentives. As a result, we made some important modifications to facilitate deployment of our Associatesprogram, summarized below, and updated our disclosure in global service. Our executive compensation practices are designed to implement ourseveral key principles, as demonstrated by what we do and what we don’t do, as shown in the table below.areas.     What We DoHeard     How We Responded Single Metric We have a long-standing practice of usingpre-tax income as the only type of performance metric in our incentive plans. Shareholders indicated they generally prefer to see a mix of incentive plan metrics that balance growth, profitability, and returns. Multiple Metrics Our new incentive program includes a balance of growth, profitability, and return metrics, including measures based on: •  Earnings per share (EPS) growth •  Return on invested capital (ROIC) •  Pre-tax income •  Sales Performance Vesting for Long-Term Stock Awards Historically, we have used a single long-term stock award that was 100% performance-based, but that vested in full at a threshold level of performance below target. Shareholders expressed some concerns about the rigor of this approach to performance vesting. New Design for Long-Term Stock Awards Our new long-term performance share units (PSUs) increase the overall rigor of the program and will vest in full only if performance goals are achieved at target, with upside or downside for performance above or below target—providing for more performance sensitivity and a wider range of potential pay outcomes. Fiscal 2017 Annual Incentive Target Shareholders expressed some concerns about our fiscal 2017 annual incentive dollar target being set below prior year results. New Incentive Targets Our fiscal 2018 and fiscal 2019 annual incentive targets were set higher than prior year targets and prior year actual results. We have also enhanced our disclosure on how we set goals. In making these changes, the ECC focused on designing the new program in a way that reflects shareholder concerns and strengthens our ability to drive the execution of ouroff-price business model over the long term, support sustained growth, and continue decades of proven success in all types of business and retail environments. 22    The TJX Companies, Inc. Fiscal 2019 Executive Compensation Program The key components of our executive compensation program continue to be base salary, annual cash incentives, and long-term incentives, both cash and equity. The most significant portion of total target compensation for our NEOs continues to be long-term performance-based incentive compensation. The following summarizes what’s new for fiscal 2019. The key features of our new program—including the new mix of metrics and new design for our long-term incentives—were reviewed as part of our outreach process, and shareholders generally expressed support for these overall design changes during our fiscal 2018 outreach. NEW MIX OF PERFORMANCE METRICS The ECC conducted anin-depth review of various possible performance metrics in light of the shareholder preferences we heard and our business strategy. After careful consideration, the ECC determined that the fiscal 2019 program for our NEOs will include the following performance metrics in our incentive plans: Performance Metric Why It’s Included How It Will Be Used Pre-Tax Income •  Reflects divisional profitability, including bothtop-line performance and effective management of expenses •  Highly relevant to our business, well understood, and a key driver for all TJX management •  Primary, but not sole, metric in our annual MIP program, weighted at 80% •  Three-year cumulative metric in our long-term cash program (LRPIP) New Total Sales •  Demonstratestop-line growth •  Highly visible and easy to understand •  Secondary measure in our MIP program, weighted at 20% •  Limited upside from sales; MIP payout formula restricts sales impact to maintain overall emphasis on profitability New EPS Growth •  Maintains critical focus on profitable growth •  Reinforces attention to capital discipline and corporate-level results •  Important measure internally and externally •  Primary measure in our new long-term PSU program •  Excludes the impact of certain unplanned items, such as unbudgeted buybacks and unanticipated changes in corporate tax rates New ROIC •  Reinforces attention to capital investments and generating appropriate returns •  Secondary measure in our new long-term PSU program •  Used as downward-only modifier 2018 Proxy Statement    23 NEW LONG-TERM PERFORMANCE SHARE UNITS (PSUs) Starting in fiscal 2019, NEOs will be eligible to receive new long-term equity award grants in the form of PSUs. PSUs will make up the largest portion of their target long-term incentives. PSUs granted in fiscal 2019 will be earned based on the achievement of challenging EPS compound annual growth rate (CAGR) goals measured at the end of a three-year performance cycle (fiscal 2019-2021). The new PSUs will also be subject to a downward ROIC modifier, which means that if the company does not achieve its ROIC goals, award payouts will be adjusted downward by 20%. Step 1 Step 2 Level of EPS Performance1 Payout as a Percentage of Target2 ROIC Performance Modifier Below Threshold <87% of target 0% Below Target Range: Reduce by 20% Threshold 87% of target 25% Target 100% 100% At or Above Target Range: No Modification Maximum >130% of target 200% 1  Performance level expressed as a percent of target based on EPS at the end of the fiscal 2019-2021 performance period, which corresponds to the target EPS CAGR goal for the period. 2 Before ROIC modifier. Payout levels based on EPS performance will be interpolated on a straight-line basis for performance between threshold and target or between target and maximum. The EPS growth target goal for fiscal 2019-2021 is aligned with our long range business plan, with the target reflecting meaningful growth over the three-year period. The threshold level reflects the minimal level of growth during the three-year period required for any payout, and the maximum level is intended to be a significant stretch goal for the period. The ROIC modifier is intended to ensure that a full payout based on EPS results will be made only if we also generate meaningful returns over the three-year period. Compared to the design of our previous performance-based stock awards (PBSAs), which were intended to serve as vehicles for stability and retention and not solely as performance incentives, the new PSU design adds more performance sensitivity and increases the overall rigor of the program. The number of PSUs eligible to vest will be reduced for performance below target, and a higher threshold level of performance is required for any of the PSUs to vest, as compared to our prior PBSAs (as illustrated below). * Performance level for PSUs expressed as a percent of target based on EPS at the end of the fiscal 2019-2021 performance period, which corresponds to the target EPS CAGR goal for the period. 24    The TJX Companies, Inc. 2019 TARGET TOTAL COMPENSATION PAY MIX Key elements of our fiscal 2019 target compensation mix for our NEOs are as follows: Consistent with shareholder feedback and our historical practice, long-term incentives continue to represent the largest percentage of target total compensation, and the new PSU awards will make up the greatest portion of target total compensation for fiscal 2019. Performance-based incentives, including the target value of PSUs and LRPIP, will comprise 80% of the total target long-term incentive value. To maintain an appropriate degree of stability within the program and support our management continuity, which is a longstanding, key component of our leadership strategy, starting in fiscal 2019 the mix of long-term incentives will also include restricted stock units (RSUs). These RSUs will be limited to 20% of the total target long-term incentive value and will generally be scheduled to vest three years from the grant date. Stock option grants, which were a relatively small portion of target total compensation under the previous compensation program, have been eliminated to simplify the program. While the mix of our long-term incentive vehicles has changed, the total target grant value of our fiscal 2019 long-term incentives for our CEO and Executive Chairman has not increased. The charts below show the mix of fiscal 2019 target total compensation for our CEO and our other NEOs. 2018 Proxy Statement    25 Continued Focus on Good Compensation Governance Our compensation governance practices over the past several years, highlighted in the table below, reflect the effective oversight of the ECC: What We Do and What We Don’t Do ü  ✓   Pay for performance,, directly tying incentive compensation to the achievement of objective performance metrics ü      Setaward   ✓   Award limits on maximum plan payouts ü       Useperformance-based vesting criteria   ✓   Emphasis on long-term opportunities for all stock awards to named executive officers ü       Maintainstockequity and cash incentives   ✓   Stock ownership guidelines for our executive officers andnon-employee directors ü Maintain aclawbackdirectors   ✓   Clawback policy that applies applicable to allour executive officers ü       Engage anindependent   ✓   Independent compensation consultant engaged by and reporting directly to our Executive Compensation Committee (ECC) ü       Perform anannualECC   ✓   Annual compensation risk assessment   ✓   Annual shareholdersay-on-pay vote       No change of control excise taxgross-ups    ü       Conduct anannual say-on-pay vote of our stockholders      O      Provide change of controlexcise tax gross-ups O      ProvideNo single-trigger severance benefits following upon a change of control O       Provide       No automaticsingle-trigger full acceleration of equity accelerationawards upon a change of control, for awards granted insince September 2015 or later O       Providediscretionary increases to incentive plan payouts for our named executive officers O       Allow       No hedging or pledging of Companycompany stock O       Pay by our executive officers       No dividends on unearned stock awards O       Allow for       No repricing or exchange of underwater stock options without stockholdershareholder approval Stockholder ResponseFOCUS ON GOAL-SETTING Our stockholders have shown strong approvalEach year, the ECC sets objective business performance targets and the amounts payable at different levels of performance under each of our executive compensation program. Holdersincentive plans. These goals are part of more than 95%our strategic planning process, and are derived from our Board-approved annual and multi-year business plans. Our incentive plan targets are generally set at levels that align with the financial guidance we provide to investors. At the time the goals are established, the ECC considers a variety of qualitative and quantitative factors, 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 influences (such as market competition, currency volatility, and wage pressures); balance of potential business risks, performance, and rewards; historical performance against targets and relative to peers and the market; and degree of difficulty in achieving proposed levels of performance. Historically, this process has led to year-over-year increases in our annual corporate MIP targets over the past five years, demonstrating the rigor and consistent growth in these programs over time. As part of the shares voting ongoal-setting process, at the proposal have approved our advisory “say-on-pay” proposal each year since 2011 when we first asked stockholders to vote on an advisory say-on-pay proposal.time the goals are established the ECC also establishes definitions of the applicable financial metrics (including, for example, planned exchange rates for foreign currency translation) and automatic adjustments (including, for example, for unplanned changes in accounting standards, acquisitions, or dispositions) that would apply during the performance period. The ECC believes thatuses these definitions and adjustments to better align our incentive plans with how we evaluate our business operations and trends and, in some cases, to allow certain strategic decisions to be made in the long-term interests of TJX without being influenced by incentive plan results. The effect of these items on our incentive plan results reflect our stockholders’ supportis included in the details below. The ECC has not made any discretionary increases to incentive plan payouts 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.NEOs in recent years. Overview of Process: How Compensation Decisions Are Made 26    The TJX Companies, Inc. THE DECISION MAKING PROCESS THE ROLE OF THE EXECUTIVE COMPENSATION COMMITTEE The ECC, an independenta committee of our Board of Directors is responsible forcomposed entirely of independent directors, oversees the compensation design and for approving compensation forof our executive officers. The ECC has usedofficers, including the same principle of compensation design for many years: establish a program of total compensation competitive with our peers, heavily weighted toward objective, performance-based incentives that focus on execution and reward achievement of our core business goals.NEOs. In determining the overall level of executive compensation and establishing the design and mix of its specific elements, the ECC follows a thoughtful and deliberate process and considers various quantitative and qualitative factors, such as company and divisional performance, as: individual executive performance and responsibilities market data and peer practices succession planning and organizational changes internal consistency with our broad-based practices and programs company and divisional performance our business culture and core values shareholder feedback, including our experience with existing compensation programs, resultssay-on-pay vote employment terms and contractual negotiations risk mitigation strategies; balance of our advisory votes onpotential risks and rewards The ECC approaches executive compensation the limitation on income tax deductions imposed by Section 162(m)as part of the Internal Revenue Code (Section 162(m)), contractual obligations, recruitment, retentionoverall strategic framework for total rewards at TJX. This framework applies to all TJX associates 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 forreflects our named executive officers on the annual scheduleglobal total rewards principles, which include sharing in the following table:success of the company, encouraging teamwork and collaboration across a diverse workforce, and being fair and equitable. 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, theThe ECC consults with and reviews data from an independent compensation consultant, discussed further below, to assess the overall competitiveness of our executives’ individualNEOs’ compensation and our executive compensation program overall and to determine the appropriate levels and the mix of individual compensation components. RoleIn addition to any special actions the ECC may take throughout the year in connection with its other charter responsibilities, the ECC typically reviews and approves elements of Executivesour NEOs’ compensation using the following general process: THE 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 forinvites our executive officers. More generally, executive officers to attend portions of its meetings, and they 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 itsour divisions. These Board-approved plans areform the basis for the performance targets of our short- and long-term incentive performanceplans, and those targets and the stock award performance criteria, which are approved by the ECC. The ECC invitesalso receives individual performance evaluations, based in part on executive officersself-assessments, of our CEO and Executive Chairman from the Corporate Governance Committee (which does not make executive compensation recommendations). For each of our other NEOs, the CEO makes compensation recommendations to attend portionsthe ECC based in part on the individual annual performance evaluations of its meetings.these executives. These evaluations from the Corporate Governance Committee and the CEO take into account the NEO’s individual responsibilities, performance, and Compensation Consultants 2018 Proxy Statement    27 support of TJX’s cultural values. The ECC hasconsiders these executives’ performance evaluations and the authority, without Board or management approval, to retain and terminateCEO’s recommendations, among other factors, in establishing compensation consultants and advisors and to determine their fees and terms of engagement. for our NEOs. THE ROLE OF COMPENSATION CONSULTANTS The ECC engaged Pearl Meyer & Partners, LLC or PM&P,(Pearl Meyer) to serve as the independent compensation consultant to the ECC for fiscal 2016. PM&P2018. Pearl Meyer attended all of the ECC’s meetings during the fiscal year and was available to the ECC on an ongoing basis throughout the year. Pearl Meyer provided industry, peer, and market data and advised the ECC on a variety of matters, including the CEO transition 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 officersNEOs and other senior management, an analysis ofmanagement; short-term and long-term relationships between named executive officerNEO pay and corporate performance relative to our peers,peers; the establishment and evaluation of a compensation peer group,group; the design and competitive positioning of our new compensation program for fiscal 2019; employment agreement terms,terms; aggregate equity usage and program review, review of peer group practicesusage; and updates on practices, trends, and regulatory developments.developments as well as on otherpay-related matters. The ECC used this information to determineand advice from Pearl Meyer as a reference in making its executive compensation decisions and determinations about the design, overall level and appropriate mix of fixed and variable compensation, appropriate plan metrics, goals 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 Pearl Meyer did not perform any services for TJX other than work for or requested by the ECC and for the Corporate Governance Committee with respect to compensation of directors. PM&Pon director compensation. Pearl Meyer reported directly to the ECC, which determined the scope of PM&P’sPearl Meyer’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.consultants. During fiscal 2016,2018, the ECC reviewed its existing relationship with PM&P,Pearl Meyer, including potential conflicts of interest, and determined that PM&P’sPearl Meyer’s work for the ECC did not raise any conflicts of interest and that PM&PPearl Meyer 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 factors relevant to the independence of Willis Towers Watson and determining that its work did not raise any conflicts of interest, theTHE ROLE OF OUR PEER GROUP The ECC considered executive retirement-related informationuses data 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 forinform its compensation decision-making for our named executive officers.NEOs. The ECC regularlyannually assesses the composition of this peer group and considers revisions.group. During fiscal 2015, advised by PM&P,2017, the ECC reviewed the composition of TJX’sconsidered what would be an appropriate peer group to be considered in establishingevaluate fiscal 2018 compensation practices and evaluating fiscal 2016 compensation for our named executive officers andpay levels. After consultation with Pearl Meyer, the ECC determined that the following group of 1916 large, publicly traded consumer-oriented companies that composed our peer grouplisted below would be appropriate to use for fiscal 2015 continued to be appropriate:2018. FY 18 Peer Companies       Best Buy   Fiscal 2016 Peer GroupL Brands   Amazon.com, Inc. Kimberly-Clark CorporationNike   Ross Stores Inc. Bed Bath & Beyond Inc.    Gap   Kohl’s CorporationLowe’s   Staples, Inc. Best Buy Co., Inc. L Brands, Inc.Nordstrom   Starbucks Corporation eBay, Inc.    Kimberly-Clark   Lowe’s Companies, Inc.Macy’s PepsiCo   Target Corporation The Gap, Inc.    Kohl’s   Macy’s, Inc.McDonalds   Walgreen Boots Alliance, Inc. Home Depot, Inc.Procter & Gamble   Nike, Inc. YUM! Brands, Inc. Nordstrom, Inc. The Home Depot FY 18 Peer Company Comparison   Peer Data           Revenue ($B)*               Market Cap ($B)*       Median       $  25.5     $ 40.7 TJX       $  32.7     $ 49.0 TJX Percentile Rank       59th       56th *Revenue is trailing four quarters at the end of 2016. Market cap is as of December 30, 2016.   28    The TJX Companies, Inc. The ECC determined thatestablished the above group was an appropriatefiscal 2018 peer group for TJX for fiscal 2016 based on criteria that includedafter taking into account TJX’s growth and continued global focus, coupled with challenges facing smaller peers in the following:domestic retail industry. Criteria used in constructing the peer group included:   industry similarity, targeting retail companies and also considering consumer product companies that met complexity criteria;   revenues ranging from approximatelyone-third to three times our annual revenue (approximately $9 billion to $85 billion at the time of the analysis);revenue;   market capitalization ranging from approximatelyone-fourth to four times our market capitalization (approximately $11 billion to $175 billion at the time of the analysis);capitalization;   comparability of business model, including levels of operational complexity, reflected by factors such as significant global operations, brand and/or product line diversity, and multiple segments, ande-commerce strategy and other strategic and operational factors that contribute to business complexity; strategy; and   considerations of financial performance metrics, including operating and market performance. Compared to our fiscal 2017 peer group, the fiscal 2018 peer group removed five companies that in the judgment of the ECC no longer fit our size and business focus criteria: Amazon.com, Inc.; Bed Bath & Beyond Inc.; eBay, Inc.; Staples, Inc.; and YUM! Brands, Inc. The ECC also added three companies that it determined are more comparable in size, scale, and global focus: McDonald’s Corporation; PepsiCo, Inc.; and The Procter & Gamble Company. As shown in the table above, TJX was above the median of the fiscal 2018 peer group in both revenue and market cap. Although theThe ECC uses peer group data to provideinform the competitiveness of compensation and program design and believes that this data provides important context for its own determinations, itcompensation decisions. At the same time, the ECC recognizes that ouroff-price retail business model, in combination with our size and global focus, is distinct from other companies and the ECC does not rely on strict benchmarking or target any element of NEO compensation for our named executive officers by reference to any specified level atof compensation within the peer group. The ECC has also supplemented peer group data from time to time with additional case studies and market data to provide further context for its compensation decisions. Compensation Program ElementsCONSIDERATIONS FOR EXECUTIVE CHAIRMAN COMPENSATION CompensationMs. Meyrowitz assumed the role of Executive Chairman at the start of fiscal 2017 and is an active and integral member of the executive management team in addition to serving as Chairman of the Board. Our Board believes strongly that Ms. Meyrowitz, who has wide ranging,in-depth knowledge of our business and the retail industry overall, continues to play a critical role as an executive at TJX in addition to providing effective leadership to the Board. In her role as Executive Chairman, she serves as a key resource in the areas of merchandising, marketing, and internal training, and provides support to our CEO, CFO, and other members of senior management, with an emphasis on strategic initiatives and long-term company strategy. The ECC recognizes that the role of executive chairman varies across companies. In establishing compensation for Ms. Meyrowitz, the ECC, advised by Pearl Meyer, evaluated other Fortune 200 companies with executive chairman positions and took into account the degree of active involvement that Ms. Meyrowitz would have as part of the management team at TJX relative to other executive chairman roles that may be more limited or transitional in nature. 2018 Proxy Statement    29 FISCAL 2018 REVIEW During fiscal 2018, we solidly executed our business plan and growth strategies, increasing comparable store sales, driven by customer traffic, and growing our store base globally while maintaining focus on driving profitable sales, reinvesting in the business, managing expenses, and returning value to shareholders. These and other events during the year contributed to our annual incentive plan results, as described below. At the beginning of fiscal 2019, we announced plans to continue our growth and reinvestment initiatives, including driving comparable store sales and customer traffic gains, increasing ourlong-term store growth potential for some of our chains and, in light of U.S. tax law changes, planning a more substantial share buyback program and increase to our quarterly dividends and additional investments in our Associates and our communities. FISCAL 2018 BUSINESS REVIEW (53 weeks) Financial Results/ Business Execution Shareholder  Value Creation Business/Strategic Results •  Over $35 billion net sales, an increase of 8% over fiscal 2017 •  Comparable store sales1 increased 2% over a strong 5% in fiscal 2017 •  Surpassed $5 billion in net sales at HomeGoods, our U.S. home division •  7.4% total shareholder return •  Returned $2.4 billion to shareholders through our share repurchase and dividend programs •  Increased dividend by 20% during fiscal 2018; announced plan to increase an additional 25% in fiscal 2019 •  $49.3 billion market cap at fiscalyear-end •  Opened our 4,000th store, with 4,070 total stores at fiscal year-end •  More than 250 stores opened during fiscal 2018 •  Launched a second home store concept in the U.S., Homesense 1 Comparable store sales are defined in Appendix A. * See Appendix A for notes on Annual Sales Growth chart and reconciliations of adjusted EPS to GAAP EPS. 30    The TJX Companies, Inc. FISCAL 2018 INCENTIVE PLAN PERFORMANCE Our performance in fiscal 2018 led to the following results under our performance-based incentive plans: Actual results were below our target for our namedannual incentive plan (MIP). Results were impacted by a goodwill impairment charge taken during the fourth quarter related to our prior acquisition of Sierra Trading Post and challenges from severe weather during the year. Consistent with our pay for performance focus, below-target performance for corporate MIP target resulted in below-target payouts for our NEOs. Actual results were above target for our fiscal 2016-2018 performance cycle, reflecting the consistency and strength of the company’s performance over the longer term. This performance resulted in above target payouts for our long-term cash incentive plan (LRPIP) and full performance vesting for the long-term PBSAs on that cycle. Additional details about these performance results and the payouts for each NEO are included below. CEO TOTAL DIRECT COMPENSATION The chart below shows the total direct compensation1 of our CEO, including results of ournon-equity incentive compensation payouts, compared to recent years. 1  Total direct compensation for each fiscal year consists of the following elements: base salary,      annual cash incentives earned (MIP), and long term incentives, consisting of equity awards valued      at grant date (PBSAs granted during the fiscal year for Mr. Herrman or allocated to the year of the      related service and performance for Ms. Meyrowitz and stock options granted during the fiscal      year); and long-term cash earned (LRPIP with performance periods ending in that fiscal year). 2018 Proxy Statement    31 FISCAL 2018 EXECUTIVE COMPENSATION PROGRAM Our fiscal year 2018 executive officers includescompensation program consisted of base salary incentiveand annual and long-term incentives as summarized below: Base Salary •  Provide a base level of compensation to reflect individual responsibilities, experience, and value in the marketplace •  Recognize individual performance Annual Cash Incentives Management Incentive Plan (MIP) •  Incentivize performance to reach or exceed our annual financial objectives •  Encourage engagement, teamwork, and collaboration within divisions •  Reward achievement of financial goals for the current year Long Term Incentives Equity: PBSAs and Stock Options •  Align executive interests with shareholders •  Reward corporate performance reflected in stock performance •  Support longer-term retention objectives Cash: Long Range Performance Incentive Plan (LRPIP) •  Incentivize performance to reach or exceed our longer-term financial objectives across the company •  Foster teamwork and collaboration across divisions •  Reward company-wide achievement of multi-year financial goals •  Support longer-term retention objectives Our program also includes health and welfare, deferred compensation, (both cash and equity)retirement benefits, as well as relocation-related benefits and other benefits, each of which is described further below. Rather than applying a set formula, the ECC evaluates and balances thelimited perquisites. Our overall mix ofexecutive compensation elements. Base Salary Each of our named executive officers receives a base salary in cash during the fiscal year thatprogram is intended to sustain our competitive position, promote Associate engagement and retention, foster alignment with shareholder interests, and support effective leadership development, succession planning, and leadership transitions, which we believe are critical to our success. 32    The TJX Companies, Inc. Base Salary Base salaries provide competitive, fixed compensation to attract and retain the executive at a level commensurate with his or herour 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 in responsibilities. Base salaries atorganizational changes. For fiscal 2018 and fiscal 2019, the end 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 salariessalary increases as part of our annual individual performance and salary review process for each of our NEOs, other than Mr. Herrman and Ms. Meyrowitz, who did not receive salary increases for fiscal 20162019, and Mr. MacMillan, whose compensation arrangements reflect his move to Canada during fiscal 2018 and his scheduled retirement during fiscal 2019. Salary reviews are based on various factors, including assessment of individual performance and responsibilities, our fiscal 2015prior year performance, contractual obligations, and overall competitiveness. The ECC approved salary increases for eachcompetitiveness of our named executive officers, other than Ms. Meyrowitz, as part of our annual individual performance and salary review process described above. The Board approved Ms. Meyrowitz’s fiscal 2016 base salary at the end of fiscal 2015 in connection with the approval of a new employment agreement and related compensation that became effective at the beginning of fiscal 2016.compensation. Base Salaries at Fiscal 2018 Year-End     Ernie Herrman    $ 1,600,000   Carol Meyrowitz    $ 1,040,000   Michael MacMillan    CAD$ 1,418,280   Richard Sherr    $ 1,050,000   Scott Goldenberg    $ 900,000   Annual Cash Incentives A portion of each named executive officer’s compensation consists of cash incentives granted under ourIncentives: Management Incentive Plan (MIP) and Long Range Performance Incentive Plan (LRPIP). Awards under these plans require achievement, at levels specified by The objective of the ECC, of performance goals based on performance measures approved by our stockholders. Performance results for both MIP and LRPIP must be certified by the ECC, which has the authority to reduce, but not increase, the awards to our named executive officers. All MIP and LRPIP awards are subject to a maximum individual payout limit under plan terms (no more than $5,788,125 for fiscal 2016 MIP awards 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 rules of Section 162(m). Annual Cash Incentives (MIP).    The short-termannual cash incentive awards made under our MIP are designedis to motivate our named executive officersNEOs and other key Associates to achieve or exceed a fiscal year performance target pre-establishedset in advance by the ECC. Key Features of MIP: Broad-based program that extends throughout our global organization, emphasizing team-based execution of our business strategies Performance tied to objective annual business goals Performance results must be certified by the ECC for the fiscal year. Each individual 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 of our four major divisions (corporate goals) or for one or more of the divisions (divisional goals). The target opportunities and goals for our named executive officers No discretionary increases for fiscal 2016 are shown in the following table. 2018 MIP payments to our NEOs   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, HomeSense Maximum individual payout limits apply to all awards (for fiscal 2018, no more than $6,318,408, and tkmaxx.com in Europe and, starting in late 2015, Trade Secret in Australia. no more than 200% of each individual award opportunity) Performance goals:For each fiscal year,2018, 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 adjustments 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 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 for MIP, annual adjustedpre-tax income iswas an appropriate metricand effective measure to motivate, focus, and reward operational performance across the company, particularly for our management.Pre-tax income is used across the company to plan, manage, and evaluate our business. The ECC believes that it is a key measure of our success, as it reflectstop-line performance, effective management of expenses and profitability; promotes consistency of focus across the company over short- and long-term performance periods; and is objective and understandable by our participants. Our NEOs’ fiscal 2018 MIP award opportunities were tied to the aggregate of all divisional MIP goals, which we refer to as the corporate goal, to emphasize each NEO’s accountability to the business as a whole. MIP goals are generally intended to reflect the company’s strategic planning for the next fiscal year and are built from Board-approved annual business plans for our divisions. In setting these goals,the corporate MIP goal for fiscal 2018, the ECC believed that the various targets weretarget was challenging but reasonably achievable (considering, among other things, anticipated wage pressures, market volatility, and currency exchange volatility), and that the payout formulas reflected an appropriatepay-for-performance sensitivity based on the maturity and expected growth of each division. As a result of this 2018 Proxy Statement    33 process, the ECC established fiscal 2018 corporate MIP performance targets that were higher than both fiscal 2017 corporate MIP performance targets and fiscal 2017 corporate MIP actual results, even after accounting for the estimated benefit of the fiscal 2018 53rd week. The ECC also established a maximum payout percentagespecified rates for converting foreign income (to remove the impact of 200%.translational foreign exchange) and automatic adjustments to reflect certain contingent events that may affect performance. The fiscal 20162018 MIP performance levels and corresponding payout percentages are shown in the following table,below, including the thresholdsperformance target, threshold (the level of performance at or below which no payout would be made), and maximumsmaximum (the level at or above which the award payout would be the maximum under the award terms). After the end of the fiscal year,2018, our actual performance iswas measured against the pre-established performance targetstarget and MIP performance results arewere certified by the ECC. Participants are eligible Fiscal 2018 MIP Goals      Payout Opportunity (as a % of Target)      Performance Goals: AdjustedPre-Tax Income*   Performance Level       Dollars (in 000s)      % of Target   Threshold      0 %     $ 3,970,415        88.89 %  Target      100 %     $ 4,466,717        100 %  Maximum      200 %     $ 4,838,943        108.33 %  * Our Fiscal 2018 corporate MIP goal for all NEOs consisted of a consolidated adjustedpre-tax income goal for all TJX divisions, which included all of our businesses: Marmaxx (T.J. Maxx and Marshalls), HomeGoods, TJX International (including TJX Europe (T.K. Maxx and Homesense) and Trade Secret in Australia (rebranded as T.K. Maxx during fiscal 2018)), TJX Canada and oure-commerce businesses (including Sierra Trading Post). Under the termspre-established by the ECC, MIP performance goals and results were adjusted to reflect thepre-established currency exchange rates (to remove the impact of translational foreign exchange) and to exclude capitalized inventory costs, interest income and expense, andmark-to-market impact of inventory derivatives.   Performance results for fiscal 2018: Adjustedpre-tax income, which included the impact of the Sierra Trading Post impairment charge taken during the year, was $4,324,884, or 96.82% of target performance. This corresponded to receive theira final MIP payout percentage of 71.42%. Consistent with our pay for performance philosophy, the below-target results resulted in below-target MIP payouts for our NEOs, as detailed below. Award opportunities and payouts: Each MIP award has a target award ifopportunity, expressed as a percentage of the individual’s base salary earned during the fiscal year. The ECC approved these individual award opportunities at the beginning of fiscal 2018 based on a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, contractual obligations, and individual responsibilities. The fiscal 2018 MIP performance equals the target performance, and payout formulas pre-establishedaward earned 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 and results were adjusted to exclude capitalized inventory costs, interest income and expense, mark-to-market impact of inventory derivatives and certain new businesses (Austria, the Netherlands, U.S. e-commerce and Trade Secret) and to reflect the pre-established currency exchange rates. The payout of each individual MIP awardNEO was determined by applying the applicablecorporate MIP payout percentage of 71.42% to the individual’s target award opportunity, as shown below. 34    The TJX Companies, Inc. Fiscal 2018 MIP Opportunities and Payouts      Target (as a % of Base Salary)     Target1 (as a $ amount)     Actual Amount Earned   Ernie Herrman     150 %      $2,428,848       $1,734,683   Carol Meyrowitz     150 %      $1,580,770       $1,128,986   Michael MacMillan2     55 %      $   603,181       $   430,792   Richard Sherr     55 %      $   588,607       $   420,383   Scott Goldenberg     55 %      $   498,173       $   355,795   1 Target amount based on actual U.S. salary earned during fiscal 2018, a53-week year, plus, in the case of Mr. MacMillan, an amount based on his annual CAD salary adjusted to reflect his period of service in Canada during fiscal 2018. 2 For Mr. MacMillan, CAD-denominated amounts were converted to USD at the average annual exchange rate of $0.7753 per CAD for fiscal 2018.     Long-Term Incentives One of the key objectives of our long-term incentive programs is to strengthen the retention, succession planning, and stability of our leadership team, which has been a critical factor and key driver for the success of TJX. We use a mix of long-term vehicles to incentivize our executives, foster teamwork that drives execution of our business goals, and align the interests of our NEOs with the interests of our shareholders. Key Equity Grant Practices: All equity awards are subject to individual award limits under the plan. All stock awards granted to our NEOs during fiscal 2018 have three-year performance goals. Noone-time equity grants were made to our NEOs during fiscal 2018. All equity awards since September 2015 are “double-trigger” (no automatic full acceleration upon on a change of control). All options have an exercise price equal to the closing stock price on the NYSE on the grant date. Equity awards are granted under our Stock Incentive Plan (SIP) and generally granted at our regularly scheduled ECC meetings, held at approximately the same times each year. The ECC does not have any programs, plans, or practices of timing these equity grants in coordination with the release of materialnon-public information. Performance-Based Stock Awards (PBSAs). PBSAs include performance-based vesting conditions linked to TJX’s financial performance, service-based vesting conditions that provide important retention incentives, and retirement terms that support our succession planning process. Because our PBSAs granted prior to fiscal 2019 were designed to serve as a vehicle for stability and retention, and not solely as a performance incentive, targets for full PBSA vesting were set at a level below our cash incentive targets with no above-target opportunity. The following table summarizesVesting of these awards is subject to satisfaction of service requirements specified in the actual percentage payout relativeawards (described below on p. 48) as well as the performance criteria described below. 2018 Proxy Statement    35 Performance Vesting Criteria for Long-Term PBSAs Granted Before Fiscal 20191 Full Vesting Partial Vesting Achievement of at least 87% of the targeted cumulativepre-tax income performance for the applicable three-year cycle2 Achievement of at least 60% of the targeted cumulativepre-tax income performance for the applicable three-year cycle2 1 Applicable to fiscal 2016-2018 LRPIP-based PBSAs granted in March 2015; fiscal 2017-2019 LRPIP-based PBSAs granted in March 2016; and fiscal 2018-2020 LRPIP-based PBSAs granted in April 2017. 2 Full performance vesting requires a LRPIP payout of not less than 67% for the applicable cycle, and partial performance vesting requires a LRPIP payout above threshold level for the applicable cycle. For fiscal 2016-2018 LRPIP-based PBSAs, reflects the applicable divisional weightings (described further below) and assumes that each division performed at the same level against its target. Fiscal 2018 PBSAs In April 2017, the ECC granted PBSAs to targetour NEOs, with the size of each award determined based on factors including the executive’s responsibilities, contractual obligations, the potential value of each grant, and the actual MIP amounts earned foroverall competitiveness and mix of our executive compensation. Each April 2017 PBSA included a fiscal 2018-2020 LRPIP-based performance goal with a three-year vesting period, described in the table above. Fiscal 2018 PBSAs       Number of Shares      Grant Date Fair Value*   Ernie Herrman      117,325        $9,000,001   Carol Meyrowitz      65,181        $5,000,035   Michael MacMillan      40,000        $3,068,400   Richard Sherr      40,000        $3,068,400   Scott Goldenberg      40,000        $3,068,400   * Reflects the aggregate grant date fair value of April 2017 PBSAs 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. The underlying valuation assumptions for equity awards are further discussed in Note H to our audited financial statements filed with our Annual Report on Form10-K for fiscal 2018.   Previously Granted PBSAs Each of our NEOs, other than Ms. Meyrowitz, held previously granted PBSAs with performance-based vesting criteria that were satisfied based on fiscal 2016-2018 LRPIP performance payout of 121.37%, as described further below. These PBSAs remained subject to service-based vesting conditions after fiscal 2018 year-end, as described in footnote 3 to the Outstanding Equity Awards table. The career shares award granted to Mr. Herrman during fiscal 2016 performancein connection with the CEO transition is scheduled to vest in full at the end of fiscal 2026 withpro-rated annual vesting beginning at the end of fiscal 2020, subject to his continued employment with TJX. The remaining service condition for the PBSA granted to Ms. Meyrowitz during fiscal 2016 in connection with the CEO transition was satisfied at the end of fiscal 2018. 36    The TJX Companies, Inc. Stock Options. Stock options help align the interests of our NEOs with those of our shareholders because they only deliver value to the extent the value of our stock appreciates. The ECC determined the number of stock options granted to our NEOs during fiscal 2018 by setting a fixed dollar value for each namedNEO (other than Ms. Meyrowitz) and dividing this value by the closing price of our common stock on the NYSE on the grant date ($73.21). The fixed dollar value established for each NEO is a function of internal compensation levels and historical practices and was reviewed by the ECC for overall market competitiveness. Stock options generally vest in equal annual installments over three years from the grant date. As noted above, stock options have been eliminated for our NEOs in our new fiscal 2019 executive officer, which are also included in the Non-Equitycompensation program. Fiscal 2018 Stock Option Awards       Number of Shares      Grant Date Fair Value1   Ernie Herrman      43,220        $618,910   Carol Meyrowitz2      —        —   Michael MacMillan      19,540        $279,813   Richard Sherr      22,540        $322,773   Scott Goldenberg      19,540        $279,813   1 Reflects the aggregate grant date fair value of September 2017 option awards as determined for financial reporting purposes. 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 Form10-K for fiscal 2018.   2Under the terms of her employment agreement effective at the beginning of fiscal 2017, Ms. Meyrowitz is not eligible for new option grants.     Long Range Performance 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 LRPIP awards made under our LRPIP are based on cumulative divisional performance targets for a multi-year period. The program is designed to motivate our named executive officersNEOs and other key Associates to achieve or exceed long-term financial goals, as well as to foster teamwork and collaboration across the company and promote retention. As our LRPIP awards have overlapping three-year cycles, in each fiscal year we complete a cycle, continue our performance under an ongoing cycle and grant awards for a new cycle. CompletionKey Features of LRPIP: 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 long-term business goals Performance results must be certified by the ECC No discretionary increases for fiscal 2016-2018 LRPIP payments to our NEOs Maximum individual payout limits apply to all awards (no more than $5,788,125, and no more than 200% of each NEO award opportunity, for the fiscal 2016-2018 cycle) Fiscal 2016-2018 LRPIP – Completed Cycle. Performance conditions: LRPIP goals and awards for the fiscal 2014-20162016-2018 cycle were granted in fiscal 2014, with individual target opportunities and company-wide performance goals. Our named executive officers’ target award opportunities for this cycle were pre-establishedestablished 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 theduring fiscal 2016. 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 adjustmentsare generally intended to reflect certain contingent (but objectively determinable) events that may affect performance. Forthe company’s longer-term strategic planning, which is built from Board-approved company business plans and starts with our operating divisions, taking into account a variety of factors at the time the goals are established. In setting the fiscal 2014-2016 awards, the2016-2018 LRPIP performance target and results (shown in the table below) were based on adjusted pre-tax income goals for our four major divisions 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 these goals, the ECC believed that the targets were challenging but reasonably achievable and reflected the long-term growth goals for our primary divisions. The ECC determined that the payout formulaformulas reflected an appropriatepay-for-performance sensitivity for a long-term incentive programprogram; that cumulative three-year adjustedpre-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 thea weighted combination of performance of our mainfour major divisions helps towould promote our team-based approach to achieving our long-term goals. How our LRPIP Works 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%. * Each division contributes toward The fiscal 2016-2018 goals also included specified rates for converting foreign income (to remove the final payout without a divisional threshold or maximumimpact of translational foreign exchange) and automatic adjustments to reflect aggregate company results. Because of this aggregation of divisional performance, there is no single level of performance for threshold or maximum payouts. If we assumecertain contingent but objectively determinable events that each division performs at 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.may affect performance.        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% *2018 Proxy Statement    37 Performance results for the fiscal 2016-2018 cycle: After the end of fiscal 2018, LRPIP performance results for this cycle were certified by the ECC. Fiscal 2014-20162016-2018 LRPIP Goals and Results (AdjustedPre-Tax Income1 in 000s)     Performance Goals     Actual Performance Results   Division   Threshold2 60% performance (Payout% = 0%)     Cumulative 3-Year Performance Target (Payout% = 100%)     Maximum2 140% performance (Payout% = 200%)     Divisional Weighting     Actual Cumulative 3-Year Performance     Unweighted Divisional Contribution to Award Payout%     Weighted Divisional Contribution to Award Payout%               (A)            (B)     (C)     (D)     (B x D)   Marmaxx     $5,084,581       $  8,474,301       $  11,864,021       68.5 %    $ 9,129,890       119.35 %      81.75 %  HomeGoods     $   943,765       $  1,572,942       $    2,202,119       10.5 %    $ 1,820,857       139.40 %      14.64 %  TJX Canada     C$ 760,066       C$1,266,777       C$  1,773,488       10.5 %    C$ 1,737,064       192.95 %      20.26 %  TJX Europe     £   465,012       £     775,020       £    1,085,028       10.5 %    £ 604,430       44.98 %      4.72 %                                100 %      Total Payout:3       121.37 %  1 Fiscal 2016-2018 LRPIP performance was measured by adjustedpre-tax income goals for our four major divisions for the three-year period as shown above. (TJX Europe was renamed TJX International at the end of fiscal 2016.) Under the termspre-established by the ECC at the beginning of fiscal 2016, LRPIP performance goals and results were adjusted to reflectpre-established currency exchange rates (to remove the impact of translational foreign exchange) and to exclude capitalized inventory costs, interest income and expense,mark-to-market impact of inventory derivatives, and certain new businesses (U.S. (Austria, the Netherlands, U.S.e-commerce, and Trade Secret) and to reflect the pre-established currency exchange rates. After the end of fiscal 2016,. Fiscal 2016-2018 LRPIP performance results for the fiscal 2014-2016 cycle were certifiedfurther adjusted downward by the ECC to exclude certain transactional foreign exchange gains at TJX Europe during fiscal 2017. 2 The threshold and maximum amounts shown assume that each division performs at the same level against its target. Because each division contributes toward the final payout without a divisional threshold or maximum (to reflect aggregate company results), there is no single level of performance for threshold or maximum payouts. 3 To calculate the total payout, the actual performance (column C) is measured against the performance target for each division (column A). Apre-established payout formula determines the unweighted contribution of each division to the award payout (column D). Each unweighted contribution (column D) is then weighted according to thepre-established weightings (column B x column D) and added together to determine the overall LRPIP award was determined by applyingpayout percentage. Award opportunities and payouts:At the beginning of the fiscal 2016-2018 cycle, the ECC approved individual LRPIP award opportunities based on a variety of factors, including an assessment of overall payout percentage tocompetitiveness, mix of compensation elements, contractual obligations, and individual responsibilities at the individual’stime of the grant. The actual LRPIP award earned for each individual is the target opportunity for that cycle. The actual LRPIP amounts earnedthe cycle multiplied by the named executive officers for the fiscal 2014-2016 LRPIP awards are set forth in the table below and are also included in the Non-Equity Incentive Compensation columntotal payout percentage of the Summary Compensation Table.121.37%, as shown below.   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          Fiscal 2016-2018 Target Opportunities      Fiscal 2016-2018 LRPIP Actual Award Earned   Ernie Herrman*      $1,100,000             $1,335,070     Carol Meyrowitz*      $1,575,000             $1,911,577     Michael MacMillan      $   700,000             $   849,590     Richard Sherr      $   500,000             $   606,850     Scott Goldenberg      $   500,000             $   606,850     * In fiscal 2016 when these awards were granted, Mr. Herrman served as the President of the company and Ms. Meyrowitz as the CEO. The CEO transition occurred at the beginning of fiscal 2017, when Mr. Herrman became CEO and President and Ms. Meyrowitz became Executive Chairman.   38    The TJX Companies, Inc. Fiscal 2018-2020 LRPIP – New LRPIP Cycle.    During At the beginning of fiscal 2016,2018, the ECC established the new LRPIP dollar target award opportunities and performance goals for the fiscal 2016-20182018-2020 cycle for our named executive officers: Ms. Meyrowitz, $1,575,000; Mr. Herrman, $1,100,000; Mr. MacMillan, $700,000; Mr. Sherr, $500,000;NEOs. These opportunities were set after consideration of a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, contractual obligations, and individual responsibilities at the time of the grant and are as follows: Fiscal 2018-2020 LRPIP Target Opportunities Ernie Herrman $1,600,000 Carol Meyrowitz $1,040,000 Michael MacMillan $   700,000 Richard Sherr $   700,000 Scott Goldenberg $   500,000 Mr. Goldenberg, $500,000. TheAs part of the company’s long-term strategic planning process for fiscal years 2018 through 2020, the ECC also established the LRPIP performanceadjustedpre-tax income target for this new three-year cycle based on aggregate targets for each division for the new cycle,all divisions (without divisional weightings,weightings), payout formulas, and a maximum LRPIP payout percentage of 200%. The target is intended to be consistent with the Board-approved business plans for the fiscal 2016-2018 cycle, with each division contributing toward the final payout without a divisional threshold or maximumour divisions, to reflect aggregate company results. Assuming that each division performs at the same level against its target performance, thelong-term growth goals for these divisions, and to be challenging but reasonably achievable. The minimum (threshold) level for any payout is 60% of the performance target and the maximum payout level is achieved if performance is at or above 140% of the performance target. Consistent with our past disclosure practice, we plan to provide additional detail about the performance goals for this cycle, which are based on business targets forthrough fiscal 2016 and future periods (fiscal 2017 and fiscal 2018),2020, once the performance cycle is complete. Equity Incentives Equity awards are made under the Stock Incentive Plan (SIP), generally in the form of stock options and performance-based stock awards. Stock options do not deliver value unless the value of our stock appreciates and then only to the extent of such appreciation, thus aligning the interests of our executive officers with those of our stockholders. Performance-based stock awards include vesting conditions requiring achievement 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 as shown in the following table. The ECC granted additional performance-based stock awards to Ms. Meyrowitz and Mr. Herrman in January 2016 in connection with the CEO transition effective at the start of fiscal 2017, as further discussed below underPerformance-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 (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. 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. (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 entitledPerformance-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 entitledPerformance-Based Stock Awards in Connection with CEO Transition. Stock Option Grants.    The ECC determined 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 the overall competitiveness and mix of executive compensation. Each 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 receivedMIP-based stock awards intended to bridge 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 fiscal2016-2018 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.OTHER COMPENSATION PRACTICES, POLICIES AND GUIDELINES   Performance-Based Stock Awards in Connection with CEO Transition Name 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 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 performance conditions   (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. RETIREMENT BENEFITS The ECC granted the transition award of performance-based restricted stock to Ms. Meyrowitz as part 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 with 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. The ECC believes that using the multi-year performance period under LRPIP as the performance condition for future stock awards will help align her long-term interests with those of our stockholders, promote retention and be more consistent with performance conditions used in stock awards for our 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 that the units are scheduled to vest in full at the end of fiscal 2026, with prorated annual vesting beginning at the end of fiscal 2020, subject to his continued employment with us. In connection with 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: Satisfaction of Performance Vesting Criteria Performance Condition for Full Vesting Performance Results MIP-based Stock Awards 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 Fiscal 2016 corporate MIP payout of 168.92% LRPIP-based Stock Awards 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) Fiscal 2014-2016 LRPIP payout of 116.33% The service-based vesting conditions for Ms. Meyrowitz’s award were also satisfied at the end of fiscal 2016, but the awards held by our other named executive officers remained subject to service-based vesting conditions after fiscal 2016 year end, as described in footnote 3 to the Outstanding Equity Awards table. Other Compensation Components Retirement Benefits.    All of our named executive officersNEOs, other than Mr. MacMillan, 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, Mr. Sherr and Mr. Goldenberg participate in our alternative SERP benefit program, which is intended to restore pension benefits that would otherwise not be available due to Internal Revenue Code restrictions. Mr. MacMillan was eligible to participate in our U.S. retirement benefit programs for a portion of fiscal 2018, and, following his move to Canada, became eligible to participate in our Canadian retirement benefit programs for the balance of fiscal 2018. 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.Benefits. Deferred Compensation.    Our named executive officers canDEFERRED COMPENSATION During fiscal 2018, 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 rewarding and encouraging retention.retention while emphasizing performance-based pay. Participants in the ESP, other than those eligible for our primary SERP benefit, are eligible to receive an employer match based in part on our performance under our MIP. Mr. Herrman, Mr. MacMillan, Mr. Sherr and Mr. Goldenberg received thisan ESP match for fiscal 2016. 2018. Mr. MacMillan received an ESP match for a portion of fiscal 2018 Proxy Statement    39 2018, and, following his move to Canada, became eligible to participate and receive a match under our Canadian Executive Savings Plan (CESP) for the balance of fiscal 2018. Under his new employment agreement, Mr. Herrman is also eligible for supplemental Companyadditional performance-based company credits of $1 millionunder the ESP for each of fiscal 2017, fiscal 2018 and fiscal 20192019. The credits are made to Mr. Herrman’s ESP account after the end of the applicable fiscal year if he remains employed through the end of the year and to the extent applicable MIP performance goals are met for the year, with no credit provided if no MIP payout is achieved for the year. Mr. Herrman received the full additional ESP credit for fiscal 2018, which required achievement of at least 96% of the targeted corporate MIP performance (resulting in a MIP payout of at least 67%) for the year. Amounts deferredThe additional credits (and any earnings under the ESP) are payable to Mr. Herrman following his separation from service with the company if he complies with applicable post-employmentnon-competition,non-solicitation, and other covenants intended to protect the company. In determining the magnitude, duration, and conditions of the additional credits under ESP, the ECC undertook a holistic look at Mr. Herrman’s career compensation opportunities at the time of his transition to CEO, with the objective of ensuring the long-term retention of Mr. Herrman for the duration of his career as CEO while emphasizing performance-based pay. The additional performance-based ESP credits for Mr. Herrman are notionally invested in mutual funds or other market investments selected by the participant. not intended to continue beyond fiscal 2019. 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 deferred compensation plans for named executive officersNEOs are discussed with the compensation tables underNonqualified Deferred Compensation Plans.Plans. Company-provided amounts under these programs are included below as All Other Compensation and detailed in footnote 5 to the Summary Compensation Table. Relocation and Expatriate-Related Expenses.    EXPATRIATE-RELATED BENEFITS As part of our global mobility program, our policies provide that executive officers and other eligible Associates who relocate at our request are eligible for certain relocation and expatriate benefits to facilitate the transition and international assignment, including moving expenses, allowances for housing and goods and services, and tax assistance. These policies are intended to recognize and compensate Associates for higherthe 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 2016,2018, 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. in fiscal 2013 and relocating back to the U.S. in fiscal 2016, and wasbe eligible for expatriate benefits under this program.program in connection with his prior assignments in the U.K. and Canada. These expensesbenefits are detailed in footnote 5to5 to the Summary Compensation Table. Perquisites.    PERQUISITES We provide limited perquisites and other personal benefits to our named executive officers.NEOs, which are reviewed every year by the ECC. These benefits consist generally of automobile allowances, financial and tax planning services, payment of life insurance premiums, and, for Mr. MacMillan, certain Canada-based benefits, none of which is grossed up for taxes. The amounts are included below as All Other Compensation and detailed in footnote 5 to the Summary Compensation Table, consist generally of automobile allowances, legal, financial and tax planning services and payment of insurance premiums. None of these perquisites is grossed up for taxes.Table. Related Policies and ConsiderationsSTOCK OWNERSHIP GUIDELINES Stock Ownership Guidelines.    We have stock ownership guidelines that apply to all of our executive officers. Our Chief Executive OfficerCEO and President and our Executive Chairman are expected to attain stock ownership with a fair market value equal to at least five 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 ownership guidelines are reduced by fifty percent. These guidelines are designed to align our executives’ interests with those of our stockholdersshareholders and to encourage a long-term focus. As of April 11, 2016,9, 2018, each of our executive officers was in compliance with our stock ownership guidelines and policies. Our policies also prohibit our executive officers from engaging in pledging or hedging transactions with respect to TJX stock. Employment Agreements.     40    The TJX Companies, Inc. EMPLOYMENT AGREEMENTS The ECC has reviewed and approved, after consultation with its independent compensation consultant,Pearl Meyer, individual employment agreements for our named executive officersNEOs that set their terms of employment, including compensation, benefits, and termination and change of control provisions discussed underSeverance, Retirement, and Change of Control Provisions.Provisions. We believe that these employment agreements help retain our executives and support our succession planning process, including our CEO transition at the start of fiscal 2017. The ECC takes the terms of these agreements into account when approving compensation for our named executive officers, including the performance-based stock awards granted toNEOs. Each of our NEO employment agreements has a three-year term. Our agreements with Mr. Herrman and Ms. Meyrowitz, unless terminated earlier in connectionaccordance with our CEO transition, described above. their terms, continue until February 2, 2019. In January 2015,February 2018, we entered into new 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 prior three-year agreements,which became effective at the beginning of fiscal 2019 and, unless terminated earlier in accordance with their terms, will continue until February 3, 2018. In October 2015,January 30, 2021. Mr. MacMillan is scheduled to retire from TJX in April 2018, and in January 2018 we entered into new employment 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 employmenta letter agreement with Mr. Herrman replacedhim confirming the terms of his existing three-year agreement and, unless terminated earlier in accordance with its terms, will continue until February 2, 2019. The new employment agreement with Ms. Meyrowitz replaced her existing two-year agreement and, unless terminated earlier in accordance with its terms, will continue until February 2, 2019.retirement. The agreements with our named executive officersNEOs establish a minimum level of base salary and provide for participation in the 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, and also entitle the executives to participate in TJX’s fringe benefit and deferred compensation plans, including, in the case of Mr. Herrman and Ms. Meyrowitz, an automobile allowance commensurate with their respective positions.positions and, in the case of Mr. MacMillan, the company’s executive life insurance program. Mr. Herrman’s and Ms. Meyrowitz’s agreements also provide for minimum MIP and LRPIP target award levels during the term of the agreements, andagreements. Mr. Herrman’s agreement provides for enhanced benefits to him under our ESP, including an increased Companycompany match and the supplementaladditional performance-based Companycompany credits described above.above in Deferred Compensation. Ms. Meyrowitz’s agreement provides for annual performance-based stock awards with a grant date value of $5 million that will be subject to satisfaction of performance criteria with a three-year performance vesting period and also specifies interest rate assumptions for determining her SERP benefit. Mr. MacMillan’s agreement includes provisions related to his move to Canada during 2017 and his prior international assignments. Severance and Change of Control Provisions.    SEVERANCE, RETIREMENT, AND CHANGE OF CONTROL PROVISIONS We provide severance termsbenefits to our executive officers, includingin 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 officerNEO has agreed to post-employmentnon-competition,non-solicitation and other covenants intended to protect our business. We believe that severance, retirement, and change of control protections assist in attracting and retaining high quality executives and in keeping them focused on their responsibilities during any period in which a change of control may be contemplated or pending and that, more generally, it is important to define the relative obligations of TJX and our named executive officers,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 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 AccelerationCLAWBACK POLICY 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. 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 underPotential Payments upon Termination or Change of Control. Clawback Policy.    We have a clawback policy that, in the event of a material restatement of financial results, allows the Board, based on available remedies, to seek recovery or forfeiture 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 the Board reasonably determines that the executive engaged in knowing or intentional fraudulent or illegal conduct that materially contributed to the need for the restatement. Annual Compensation Risk Assessment.     2018 Proxy Statement    41 ANNUAL COMPENSATION RISK ASSESSMENT As discussed inCompensation Program Risk Assessment on page 13,p. 11, we consider our compensation policies and practices, including our executive officers’ compensation program, as part of our annual enterprise risk assessment process. The ECC considers, among other things, what risks could be created or encouraged by our executive compensation plans and arrangements and how those potential risks are monitored, mitigated and managed. In fiscal 2016,2018, the ECC 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.    TAX AND ACCOUNTING CONSIDERATIONS We generally structurehave historically structured incentive compensation arrangements with a view towardstoward qualifying them as performance-based compensation exempt from the deduction limitations under Section 162(m) of the Internal Revenue Code (Section 162(m)), butalthough we have viewed and continue to view the availability of a tax deduction as only one relevant consideration. Further, theThe ECC believes that its primary responsibility is to provide a compensation program that attracts, retains, and rewards the executive talent necessary for our success. Consequently, Federal tax legislation enacted in December 2017 eliminated the ECC authorizesSection 162(m) performance-based compensation in excess of $1 million that is not exempt from the deduction limitations underexemption prospectively and made other changes to Section 162(m)., but with a transition rule that preserves the performance-based compensation exemption for certain arrangements and awards in place as of November 2, 2017. We intend to continue to administer arrangements and awards subject to this transition rule with a view toward preserving their eligibility for the performance-based compensation exemption to the extent practicable and consistent with thenon-tax compensation program objectives noted above. 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 Form10-K for the fiscal year ended January 30, 2016.February 3, 2018. Executive Compensation Committee Alan M. Bennett,Chairman José B. Alvarez Jackwyn L. Nemerov Willow B. Shire William H. Swanson 42    The TJX Companies, Inc. Summary Compensation TableCOMPENSATION 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 20162018 (collectively, our named executive officers)officers (NEOs)):   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 and Principal Position   Fiscal Year   Salary(1)   Bonus   Stock Awards(2)   Option Awards(2)     Non-Equity Incentive Plan Compensation(3)   Change in Pension Value and Nonqualified Deferred Compensation Earnings(4)   All Other Compen- sation(5)   Total Ernie Herrman(6)     2018     $ 1,619,232     —     $  9,000,001         $ 618,910         $ 3,069,753     $ 1,286,199     $ 1,286,076        $ 16,880,171   Chief Executive Officer and President   2017         1,525,001     —         9,000,025             613,574             5,036,974           793,306     1,567,986       18,536,866     2016       1,382,309   —     14,106,551         527,072         3,614,627         160,103     390,093     20,180,755 Scott Goldenberg     2018           905,770     —         3,068,400             279,813                 962,645           483,738       133,767         5,834,133   SEVP, Chief Financial Officer   2017           813,462     —         2,751,700             277,323             1,293,405           374,162       245,798         5,755,850     2016         738,463   —       2,101,500         285,546         1,151,396         131,427     226,875       4,635,207 Carol Meyrowitz(7)     2018         1,053,846     —         5,000,035         —             3,040,563         4,217,594         43,190       13,355,228   Executive Chairman   2017         1,000,002     —         5,000,075         —             4,226,712         4,232,666         43,514       14,502,969     2016       1,575,002   —     10,000,030         631,618         5,706,608       1,597,465       48,974     19,559,697 Michael MacMillan(8)     2018         1,114,648     —         3,068,400             279,813             1,280,382           213,073       260,891         6,217,207   SEVP, Group President   2017         1,052,309     —         3,144,800             277,323             1,730,730           413,079       562,149         7,180,390     2016       1,003,847   —       2,802,000         285,546         1,613,318         185,561   1,182,833       7,073,105 Richard Sherr     2018         1,070,195     —         3,068,400             322,773             1,027,233           563,104       150,210         6,201,915   SEVP, Group President   2017           921,232     —         3,144,800             319,955             1,393,079           410,892       272,812         6,462,770     2016         855,540   —       3,511,600         329,420         1,313,292           90,222     256,620       6,356,694 (1) Reflects salary earned during the fiscal year, including any salary adjustments made during the fiscal year. Fiscal 2018 was a53-week year. Fiscal 2017 and fiscal 2016 were 52-week years.   (2) Reflects the aggregate grant date fair value of stock and option awards.awards, determined in accordance with ASC Topic 718, disregarding the effects of estimated forfeitures. 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 Form10-K for fiscal 2016.2018.   (3) Reflects amounts earned under both MIP and LRPIP. For fiscal 2016,2018, MIP amounts were: Mr. Herrman, $1,734,683; Mr. Goldenberg, $355,795; Ms. Meyrowitz, $3,990,740; Mr. Herrman, $2,334,997;$1,128,986; Mr. MacMillan, $799,008;$430,792; and Mr. Sherr, $731,642 and Mr. Goldenberg, $686,076.$420,383. For the fiscal 2014-20162016-2018 LRPIP cycle, the amounts were: Mr. Herrman, $1,335,070; Mr. Goldenberg, $606,850; Ms. Meyrowitz, $1,715,868; Mr. Herrman, $1,279,630;$1,911,577; Mr. MacMillan, $814,310;$849,590; and Mr. Sherr, $581,650 and Mr. Goldenberg, $465,320.$606,850. Amounts earned were paid in calendar 20162018 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 retirementpension plan and our SERP. Under SEC rules, these pension values reflect actuarial assumptions described underPension Benefits,, below. Our named executive officersNEOs did not receive above-market or preferential earnings onnon-tax qualified deferred compensation.   (5) The table below provides additional details about the amounts listed under All Other Compensation for fiscal 2016.2018. Perquisites and other personal benefits are valued on the basis of the aggregate incremental cost to the Company.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 2018 Proxy Statement    43 Name   Automobile Benefit     Reimbursement for Financial Planning Services     Employer Contributions or Credits Under Savings Plans(a)     Company Paid Amounts for Insurance/ Health(b)     Expatriate- Related Expenses(c)     Total All Other Compensation   Ernie Herrman     $ 36,594       $ 1,500       $ 1,246,941       $ 1,041       —       $ 1,286,076   Scott Goldenberg     36,594       1,500       94,632       1,041       —       133,767   Carol Meyrowitz     36,594       1,500       4,055       1,041       —       43,190   Michael MacMillan     37,756       —       87,877       6,178       129,080       260,891   Richard Sherr     36,594       1,500       111,075       1,041       —       150,210     (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,for each NEO, matching credits under our ESP.ESP for each NEO (other than Ms. Meyrowitz), matching credits under our CESP and broad-based Canadian retirement savings program for Mr. MacMillan, and additional performance-based company credits under our ESP for Mr. Herrman. More information about ESP and CESP 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.program, plus, for Mr. MacMillan, company-paid amounts under our life, AD&D, and long-term disability insurance programs and executive health assessment program in Canada.     (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.prior international assignments. Amounts listed underExpatriate-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 prior international assignments.assignments ($108,625), plus administrative costs under our global mobility program, including the cost of tax assistance services. The policies in our global mobility program are designed to enable us to relocate talent where needed throughout our global business.   (6) Ms. MeyrowitzMr. Herrman has served as Chief Executive Officer during fiscal 2016 and as ofPresident since 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 theCompensation 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 ofCompensation 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.2016. Mr. Herrman’s stock awards and total compensation reported above for fiscal 2016 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 ourMr. Herrman’s transition to CEO transitionand scheduled to vest in full at the end of fiscal 2026 withpro-rated annual vesting beginning at the end of fiscal 2020, subject to continued employment with the company. (7) Ms. Meyrowitz served as described on pages 31-32Chief Executive Officer during fiscal 2016. Since the beginning of fiscal 2017, Ms. Meyrowitz has served as Executive Chairman of theCompensation Discussion Board and Analysis; for fiscal 2015, 130,000 sharesas an active and integral member 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.our executive management team. For more information, refer to p. 29 in the CD&A.   (8) Amounts received byFor Mr. MacMillan, that wereamounts paid in U.K. pounds sterling were converted to U.S. dollars at the average annual exchange rate of $1.3021 per pound for fiscal 2018, $1.3391 per pound for fiscal 2017, and $1.5225 per pound for fiscal 2016; $1.6364 per pound for fiscal 2015;2016 and $1.5693 per pound for fiscal 2014. Amounts received by Mr. MacMillan that wereamounts denominated and paid in Canadian dollars were converted to U.S. dollars at the average annual exchange rate of $0.9628$0.7753 per Canadian dollar for fiscal 2014. (9) 2018. Under his employment agreement, Mr. Sherr’s stock award and total compensation for fiscal 2016 includes the value of accrued dividendsMacMillan is eligible to receive certain cash benefits (otherwise denominated in U.S. dollars) in Canadian dollars. Mr. MacMillan is retiring from TJX, with respect to a fiscal 2017 MIP-based stock award from thescheduled retirement date the ECC awarded the shares to the grant date for accounting purposes.in April 2018. Our named executive officersNEOs were entitled under their employment agreements to participate in our SIP, MIP and LRPIP and received cash incentives and equity incentives only pursuant to these plans during fiscal 2016. Ms. Meyrowitz’s agreement in effect during fiscal 2016, and the new2018. The employment agreements that became effective at 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 salarysalaries for MIP and at least 100% of their respective base salarysalaries 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 newThese employment agreements with Ms. Meyrowitz and Mr. Herrman also provideprovided for performance-based stock awards during fiscal 2016 for each executive in connection with our CEO transition and, starting in fiscal 2017, annual performance-based stock awards for Ms. Meyrowitz during the term of the agreement as described in the CD&A on pages 31-32 of the Compensation Discussion and Analysis.p. 41. Under his employment agreement, Mr. MacMillan also remains entitled towas eligible for the company’s executive life insurance program and for any remaining benefits in connection with his prior relocation to the U.S. from TJX Canada,international assignments, including service credit for vesting purposes, supplemental amounts under our ESP, and applicable tax equalization benefits.benefits, and also was eligible to receive certain cash benefits (otherwise denominated in U.S. dollars) in Canadian dollars. All of our named executive officers participatedNEOs were eligible to participate in ourtax-qualified defined benefit plan and were eligible to make deferrals to our 401(k) plan and our ESP.ESP for all or part of fiscal 2018. All of our named executive officersNEOs except Ms. Meyrowitz received matching credits under the ESP and participatedwere eligible to participate in our alternative SERP benefit duringfor all or part of fiscal 2016.2018. Mr. Herrman received additional performance-based company credits for fiscal 2018 under our ESP in connection with his employment agreement that became effective at the time of his transition to CEO, as described in the CD&A on p. 40. Ms. Meyrowitz participated in our primary SERP benefit. Mr. MacMillan was also eligible to participate in Canada-based retirement and savings programs, including the CESP, during fiscal 2018. Our named executive officersNEOs were also entitled to receive an automobile benefit and to participate in fringe benefit plans and programs made available to executives generally.generally (including Canada-based benefits for Mr. MacMillan). 44    The TJX Companies, Inc. Grants of Plan-Based Awards in Fiscal 2016GRANTS OF PLAN-BASED AWARDS IN FISCAL 2018 The following table reports potential payouts under our cash incentive plans and all other stock and option awards that were granted during fiscal 20162018 to our named executive officers:NEOs:   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)     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 ($)(3)             Threshold   Target   Maximum     Threshold   Target   Maximum                       Name and Award Type Grant Date       Threshold     Target     Maximum         Threshold     Target     Maximum     All Other Stock Awards: Number of Shares of Stock or Units       All Other Option Awards: Number of Securities Under- lying Options(#)       Exercise or Base Price of Option Awards ($)(2)       Grant Date Fair Value of Stock and Option Awards ($)(3)                                   MIP(4)       —     $  2,428,848     $  4,857,696                   LRPIP(5)       —     1,600,000     3,200,000                   Stock Options   9/14/17                     43,220     $  73.21     $ 618,910   Stock Awards(6)   4/4/17                       —     117,325     —               9,000,001   Scott Goldenberg                         MIP(4)       —     498,173     996,347                   LRPIP(5)       —     500,000     1,000,000                   Stock Options   9/14/17                     19,540     73.21     279,813   Stock Awards(6)   4/4/17                       —     40,000     —               3,068,400   Carol Meyrowitz                                                           MIP(4)       -   $ 2,362,503      $ 4,725,006                                —     1,580,770     3,161,539                   LRPIP(5)       -   1,575,000      3,150,000                                —     1,040,000     2,080,000                   Stock Options   9/17/15                          43,620      $ 72.54      $631,618        —                       —       Stock Awards(6)   1/29/16          -   140,371      -               10,000,030      4/4/17                       —     65,181     —               5,000,035   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                                —     603,181     1,206,363                   LRPIP(5)       -   700,000      1,400,000                                —     700,000     1,400,000                   Stock Options   9/17/15                          19,720      72.54      285,546      9/14/17                     19,540     73.21     279,813   Stock Awards(6)   3/31/15          -   40,000      -               2,802,000      4/4/17                       —     40,000     —               3,068,400   Richard Sherr                                                           MIP(4)       -   470,547      941,094                                —     588,607     1,177,214                   LRPIP(5)       -   500,000      1,000,000                                —     700,000     1,400,000                   Stock Options   9/17/15                          22,750      72.54      329,420      9/14/17                     22,540     73.21     322,773   Stock Awards(6)   3/31/15              -   40,000      -               2,802,000      4/4/17                       —     40,000     —               3,068,400     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 inCompensation Discussion and Analysis. the CD&A.   (2) All option awards were granted with an exercise price equal to the closing price of our common stock on the NYSE on the date of grant.   (3) Reflects the aggregate grant date fair market value of stock and option awards on the grant date.awards. Stock awards are valued based on the closing price of our common stock on the NYSE on the grant date.date, $76.71. 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 Form10-K for fiscal 2016.2018.   (4) Reflects award opportunities under the fiscal 20162018 MIP. Actual amounts earned under the fiscal 20162018 MIP awards are discloseddiscussed inCompensation Discussion and Analysis the CD&A and footnote 3 to the Summary Compensation Table. CAD-denominated amounts for Mr. MacMillan are converted from Canadian dollars at the average annual exchange rate of $0.7753 per Canadian dollar.   (5) Reflects award opportunities under the fiscal 2016-20182018-2020 LRPIP cycle.cycle discussed on p. 37 in the CD&A.   (6) Reflects performance-based restricteddeferred stock awards granted under SIP discussed on p. 35 in 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.CD&A. 2018 Proxy Statement    45 In fiscal 2016,2018, we granted all equity incentives, including stock options and performance-based stock awards, under our SIP. StockOur stock options have a maximum term of ten years from the grant date and generally vest in equal annual installments over three years and in the event of certain terminations of employment. In the event a named executive officer’san NEO’s employment is terminated by reason of death, disability, or retirement at or after age 65 with five or more years of service, vested options generally remain exercisable for up to five years following termination, unless the option terminates on an earlier date pursuant to its terms. Following a retirement at or after age 65 with ten or more years of service, or a retirement at or after age 60 with twenty or more years of service, vested options generally remain exercisable for five years following termination and unvested options continue to vest for the three-year period following retirement on the same basis as if the named executive officerNEO 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 our named executive officersNEOs 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 on a termination for cause. The performance-based 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 all stock awards made before September 2015 fully vest upon a change of control.conditions. For performance-based stock awards granted to our named executive officersNEOs in fiscal 2016,2018, the service-based conditions are satisfied by continuous employment through aone or more specified datedates or in the event of certain terminations of employment (as described below) and the performance-based conditions are tied to achievement of the corporatetargeted cumulativepre-tax income performance target under our MIP orfor the fiscal 2018-2020 LRPIP cycle, as described in theCompensation 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 portion of the CD&A on p. 39. The unvested award will be forfeited. If no payout is achieved forforfeited in whole or in part if achievement is below the performance period, the entire unvested award will be forfeited.specified vesting level. When a participant’s performance-based stock award vests, the participant is entitled to any dividends (or dividend equivalents) for the restricted period. 46    The TJX Companies, Inc. Outstanding Equity Awards at Fiscal 2016 Year EndOUTSTANDING EQUITY AWARDS AT FISCAL 2018YEAR-END The following table provides information on outstanding option and stock awards held as of January 30, 2016February 3, 2018 by our named executive officers: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($)(2)(3)     Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)(3)     Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(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        $10,000,030    Ernie Herrman                       25,000            0   –     20.565        9/09/20                90,380            0   –     26.555        9/07/21                53,140            0   –     45.17        9/20/22                31,036   15,516   –     56.72        9/19/23                14,744   29,486   –     59.70        9/10/24                         0   36,400   –     72.54        9/17/25                                              130,000        9,261,200        330,186        23,522,451    Michael MacMillan                         9,596            0   –     45.17        9/20/22                16,808     8,404   –     56.72        9/19/23                  7,987   15,973   –     59.70        9/10/24                         0   19,720   –     72.54        9/17/25                                              40,000        2,849,600        80,000        5,699,200    Richard Sherr                                0     8,404   –     56.72        9/19/23                         0   18,426   –     59.70        9/10/24                         0   22,750   –     72.54        9/17/25                                              35,000        2,493,400        80,000        5,699,200    Scott Goldenberg                       15,500            0   –     45.17        9/20/22                12,936     6,468   –     56.72        9/19/23                  7,987   15,973   –     59.70        9/10/24                         0   19,720   –     72.54        9/17/25                                              20,000        1,424,800        60,000        4,274,400        Option Awards             Stock Awards       Name     Number of Securities Underlying Unexercised Options Exercisable (#)(1)       Number of Securities Underling Unexercised Options Unexercisable (#)(1)       Equity Incentive Plan Awards:       Option Exercise Price ($)       Option Expiration Date             Number of Shares or Units of Stock That Have Not Vested (#)(3)       Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3)       Equity Incentive Plan Awards:               Number of Securities Underlying Unexercised Unearned Options                                 Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)                               Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)(3)                             Ernie   Herrman                                                                                     53,140       0       —     $ 45.17       9/20/22                 46,552       0       —       56.72       9/19/23                 44,230       0       —       59.70       9/10/24                 24,267       12,133       —       72.54       9/17/25                 14,057       28,113       —       75.04       9/15/26                 0       43,220       —       73.21       9/14/27                                                                 200,186     $  15,708,595       231,800     $ 18,189,346     Scott   Goldenberg                         6,468       0       —       56.72       9/19/23                 15,973       0       —       59.70       9/10/24                 13,147       6,573       —       72.54       9/17/25                 6,354       12,706       —       75.04       9/15/26                 0       19,540       —       73.21       9/14/27                                                                   30,000       2,354,100       75,000       5,885,250     Carol   Meyrowitz                         108,320       0       —       26.555       9/07/21                 17,666       0       —       59.70       9/10/24                 29,080       14,540       —       72.54       9/17/25                                                                 0       0       128,779       10,105,288     Michael   MacMillan                         7,986       0       —       59.70       9/10/24                 13,147       6,573       —       72.54       9/17/25                 6,354       12,706       —       75.04       9/15/26                 0       19,540       —       73.21       9/14/27                                                                 40,000       3,138,800       80,000       6,277,600     Richard   Sherr                         15,167       7,583       —       72.54       9/17/25                 7,330       14,660       —       75.04       9/15/26                 0       22,540       —       73.21       9/14/27                                                                 40,000       3,138,800       80,000       6,277,600   2018 Proxy Statement    47 (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, 2016February 2, 2018 (the last business day of fiscal 2016)2018), which was $71.24.$78.47.   (3) The stock awards have both service-based and performance-based vesting conditions, except that Ms. Meyrowitz’s awards fully vestas further described in the eventfollowing table and under Potential Payments upon Termination or Change of her death or disability termination and awards made before September 2015 fully vest upon a change of control.Control below. For performance-based stock awards granted to Ms. Meyrowitz and Mr. Herrman in connection with the CEO transition,since September 2015, performance conditions are deemed satisfied upon a change of control of TJX (with settlement of the award to the extent the original service conditions were satisfied) and the awards will vest in full 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. Performance-based stock awards granted before September 2015 fully vest upon a change of control of TJX. The following table shows the performance vesting conditions and scheduled vesting dates for our named executive officers’NEOs’ unvested performance-based stock awards as of January 30, 2016:February 3, 2018:     Name Number of Unvested Shares/Units NamePerformance Conditions(a)   Number of Unvested Shares/Units Performance Conditions(a) Vesting Date(b) Carol Meyrowitz 250,000 Fiscal 2016 MIP (Corporate) 3/28/16    70,186   Fiscal 2017 MIP (Corporate) 4/17(c)   70,185 Fiscal 2017 MIP (Corporate) 2/3/18 Ernie Herrman   130,000   Fiscal 2014-16 LRPIP 4/15/16 130,000   Fiscal 2015-17 LRPIP 4/15/17 130,000 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   40,000 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   35,000 Fiscal 2015-17 LRPIP 4/15/17   40,000 Fiscal 2016-18 LRPIP   4/15/18    5,000 114,475   Fiscal 2016 MIP (Corporate)2017-19 LRPIP   4/15/1619(c) 117,325 Fiscal2018-20 LRPIP 3/20(c)      5,000 70,186   Fiscal 2017 MIP (Corporate)   4/15/17 Prorated annual vesting beginning 2/01/20(d) Scott Goldenberg    20,000 30,000   Fiscal 2014-162016-18 LRPIP   4/15/1618    30,000 35,000   Fiscal 2015-172017-19 LRPIP   4/15/1719(c)      30,000 40,000   Fiscal2018-20 LRPIP 3/20(c)   Carol Meyrowitz 63,598 Fiscal2017-19 LRPIP 4/19(c) 65,181 Fiscal2018-20 LRPIP 3/20(c)   Michael MacMillan 40,000 Fiscal2016-18 LRPIP   4/15/18 40,000 Fiscal2017-19 LRPIP 4/19(c) 40,000 Fiscal2018-20 LRPIP 3/20(c)   Richard Sherr 40,000 Fiscal2016-18 LRPIP 4/15/18 40,000 Fiscal2017-19 LRPIP 4/19(c) 40,000 Fiscal2018-20 LRPIP 3/20(c) (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.   (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 otherLRPIP-based performance-based stock award shown above has service-based vesting conditions that will be satisfied by continued employment through the vesting date.last day of the three-year performance period or, for fiscal 2016-2018 LRPIP-based stock awards, willthrough the vesting date. Performance-based stock awards may also accelerate or 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,(or, for Mr. Herrman and Ms. Meyrowitz, involuntary termination) prior to the scheduled vesting date. Mr. Sherr’s MIP-baseddate, as described further under Potential Payments upon Termination or Change of Control below. Fiscal 2017-2019 LRPIP-based stock awards and fiscal 2018-2020 LRPIP based-stock awards will also remain outstanding and eligible to vest inupon retirement at or after age 65 with ten or more years of service, or retirement at or after age 60 with twenty or more years of service, prior to the eventscheduled vesting date, as described further under Potential Payments upon Termination or Change of termination due to death or disability after the end of the fiscal year that immediately precedes the vesting date.Control below.   (c) Expected date of ECC certification of fiscal 2017 MIPthe applicable performance results, which is typically occurs in March or April.April after the end of the performance cycle.   (d) Mr. Herrman’s performance-based career shares, granted in fiscal 2016 in connection with his transition to Chief Executive Officer, are restricted stock units that are scheduled to vest in full at the end of fiscal 2026 withpro-rated annual vesting beginning at the end of fiscal 2020, subject to his continued employment with the Company.TJX. 48    The TJX Companies, Inc. Option Exercises and Stock Awards Vested During Fiscal 2016OPTION EXERCISES AND STOCK AWARDS VESTED DURING FISCAL 2018 The following table provides information relating to option exercises and performance-based stock award vesting for our named executive officersNEOs during fiscal 2016:2018:      Option Awards    Stock Awards   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($)(2)   Number of Shares Acquired on Exercise(#)   Value Realized on Exercise($)(1)   Number of Shares Acquired on Vesting(#)   Value Realized on Vesting($)(2)   Ernie Herrman   70,380     $   3,695,090     130,000     $   9,985,300   Scott Goldenberg   0     0   30,000     2,304,300   Carol Meyrowitz    -    -    240,000    $16,446,400   91,115     1,905,345     140,371     11,005,086   Ernie Herrman    66,560    $3,264,840    130,000        8,676,200 Michael MacMillan    25,917         917,034      40,000        2,669,600   16,391     333,547     40,000     3,072,400   Richard Sherr    35,618         501,301      30,000        2,002,200   9,213     116,913     40,000     3,072,400   Scott Goldenberg      5,026         209,911      14,000           934,360 (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 onduring a weekend) multiplied by the number of shares vesting. Pension BenefitsPENSION BENEFITS In the U.S., we have atax-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. Under our Retirement Plan, participants accrue a benefit payable as an annuity at retirement. Once participation has commenced, after an initialone-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 ($120,000128,000 in calendar 20162018 and $116,000$124,000 in calendar 2015)2017) 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,$275,000, 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, apre-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 officersNEOs 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, Ms. Meyrowitz is entitled to specified interest rate averaging assumptions if more favorable than her primary benefit under existing SERP terms. In determining final average earnings, the primary SERP includes base salary and MIP, but not LRPIP, and uses the highest average of five years over the preceding ten years. The alternative SERP benefit provides participants whose Retirement Plan benefits are affected by Internal Revenue Code benefit restrictionslimitations 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. 2018 Proxy Statement    49 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, apre-retirement death benefit is payable to the participant’s surviving spouse. Pension Benefits for Fiscal 2016PENSION BENEFITS FOR FISCAL 2018 The following table provides information on pension benefits for our named executive officersNEOs eligible for these benefits as of January 30, 2016.February 3, 2018. All of our named executive officersNEOs 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    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    28      $ 670,268        —      SERP (Alternative)    28      4,495,932        —   Scott Goldenberg    Retirement Plan    25      799,888        —      SERP (Alternative)    25      1,532,791        —   Carol Meyrowitz    Retirement Plan    29       $753,626    -    Retirement Plan    31      977,840        —      SERP (Primary)    20    28,119,878    - Ernie Herrman    Retirement Plan    26        492,290    -    SERP (Alternative)    26      2,594,405    -    SERP (Primary)    20       36,345,924        —   Michael MacMillan    Retirement Plan    11         250,927    -    Retirement Plan    12      335,611        —      SERP (Alternative)    11      1,306,470    -    SERP (Alternative)    12      1,847,938        —   Richard Sherr    Retirement Plan    23         570,133    -    Retirement Plan    25      755,010        —      SERP (Alternative)    23      1,306,086    -    SERP (Alternative)    25      2,095,205        —   Scott Goldenberg    Retirement Plan    23         614,875    -    SERP (Alternative)    23         859,904    - (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 officerNEO 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 Form10-K for fiscal 2016,2018, including a post-retirement mortality assumption based on the sex distinctRP-2014 Tables projected generationally with Scale BB-2DMP-2017 from 2006. For our SERP, consistent with the assumptions used to determine the values in our Annual Report on Form10-K for fiscal 2016,2018, 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 3.1%2.41% for the primary SERP benefit and 3.7%3.30% for the alternative SERP benefit. Actual amounts payable to our named executive officersNEOs 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 PlansNONQUALIFIED 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 officersNEOs 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 officersNEOs (other than Ms. Meyrowitz) were eligible during all or a portion of fiscal 20162018 to receive matching credits on base salary deferrals of up to 10% of base salary, with an enhanced 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 2015,2017, the potential match for these executives was 100% (or, for Mr. Herrman, 150%) of their eligible deferrals, plus, if our MIP performance resulted in a payout of between 90% and 125% (or higher) of the target corporate award opportunities for fiscal 2016,2018, an additional match ranging from 50% to 150% (or, for Mr. Herrman, ranging from 50% to 200%) of their eligible deferrals. Our named executive officers (other than Ms. Meyrowitz) earned thisNo additional performance-based match at 150%was earned based on fiscal 20162018 corporate MIP results. Matching employer credits are 100% vested after five years of plan participation, at age 55, or upon a change of control or separation from service by reason of death or disability. Eligible participants are also entitled to supplemental employer credits. 50    The TJX Companies, Inc. As of January 30, 2016,February 3, 2018, all named executive officersNEOs with ESP employer credits were fully vested. Starting inFor fiscal 2017,2018, under his new employment agreement, Mr. Herrman will bewas eligible for increased matching credits and supplementaladditional performance-based employer credits and received the full credit of $1 million based on fiscal 2017 corporate MIP results as discussed above inCompensation Discussion and Analysis. the CD&A. 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 participatedwas eligible to participate 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. Supplemental amounts may also be contributed or credited to CESP. 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 notin connection with his prior service with TJX Canada, and again became eligible to make new contributions or receive matching credits under the CESPparticipate in this plan during fiscal 2016.2018 in connection with his move to Canada. 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. 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 2015,2017, this rate was 2.48%1.82%. No further deferrals were permitted beginning with fiscal 2009 compensation, but previously deferred amounts continue to be credited with notional interest amounts. Amounts deferred under the GDCP on or after January 1, 2005 (and earnings on those amounts) that had not been distributed prior to January 1, 2009 are distributed under the terms of the ESP, as described above. Amounts deferred under the GDCP prior to January 1, 2005 (and earnings on those amounts) 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. 2018 Proxy Statement    51 Nonqualified Deferred Compensation for Fiscal 2016 NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2018 The following table provides information on fiscal 20162018 nonqualified deferred compensation plans for our named executive officers: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)   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   $  161,923     $  1,242,885     $ 221,651       —     $ 6,925,286   Scott Goldenberg           ESP   90,577     90,577     508,570       —     3,451,270   Carol Meyrowitz                         GDCP   -    -     $14,751    -     $632,132     —       —     12,017       —     657,276   ESP   $315,000    -    (160,072)    -    2,932,273 Ernie Herrman               ESP     138,231    $344,856        7,396    -    3,409,474   210,769       —      595,248       —      4,288,180   Michael MacMillan                                 ESP     100,385      250,385    (257,146)    -    2,329,599   16,308     16,308     523,920       —     3,818,584   CESP(5)   -    -      (17,751)    -       296,425   46,682     54,362     101,471       —     483,202   Richard Sherr                         ESP     128,331      213,279    (164,101)    -    3,062,246   192,635     107,020     610,428       —     4,758,181   Scott Goldenberg                       ESP      73,846      183,534    (194,442)    -    1,947,317 (1) Reflects notional credits to participant accounts.accounts in ESP or after-tax participant contributions to CESP. Amounts are also included as Salary orNon-Equity Incentive Plan Compensation, as applicable, in the Summary Compensation Table.   (2) Reflects notional credits to participant accounts. Amounts include the performance-based matching credits earned by Mr. Herrman under the ESP for fiscal 2016.2018 but not credited until after the close of fiscal 2018, and the performance-based credits earned by Mr. MacMillan under the CESP for fiscal 2018 but not credited until after the close of fiscal 2018. 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 officersNEOs 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 and the CESP for fiscal 20162018 but not credited until after the close of fiscal 2016.2018.   (5) CESP amounts for Mr. MacMillan are converted from Canadian dollars at the average annual exchange rate of $.7730$0.7753 per Canadian dollar. 52    The TJX Companies, Inc. Potential Payments upon Termination or Change of ControlPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL We believe that providing severance and change of control benefits helps us attract and retain high quality executives and protect our other business interests, as discussed further in theCompensation Discussion and Analysis. CD&A. Potential Payments under our Employment Agreements. Each of our named executive officersNEOs in fiscal 20162018 was party to an employment agreement providing for payments in connection with the specified termination or change of control events, generally describedthe material terms of which are summarized below.     •   Termination Other than for Cause or Constructive Termination: If we terminate a named executive officer’san NEO’s employment other than for cause or the executive terminates employment in connection with a forced relocation of more than forty40 miles (a “constructive termination”)(referred to as a constructive termination), the executive would be entitled to twenty-four24 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;period (for executives other than Mr. MacMillan); 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,both Mr. Herrman and 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 officerNEO (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 supplementalthe additional performance-based credit under the ESP for the year of termination if applicable performance goals are met.     •   Retirement or Voluntary Termination: Our named executive officersNEOs 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’sher 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,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. 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 officerNEO 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 officerNEO 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 The events that constitute a change of control under the agreements in effect during fiscal 2018 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. 2018 Proxy Statement    53     •   Change of Control Followed by Qualifying Termination: Upon a qualifying termination of employment following a change of control, each named executive officerNEO 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 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. 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 asbenefits (as described below.below). Mr. MacMillan may also remain entitled to compensation andwould be eligible for any remaining expatriate benefits under our global mobility programassociated with his prior international assignments following a termination of employment. In connection with his move to Canada, Mr. MacMillan would be eligible under his employment agreement to receive certain cash benefits (otherwise denominated in U.S. dollars) in Canadian dollars and for any continued coverage under TJX’s executive life insurance program. Our named executive officersNEOs would not be entitled to any taxgross-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 betterafter-tax position. Potential Acceleration or Continued Vesting of Unvested Equity Awards.Awards. Under the terms of awards granted under ourthe SIP, upon a termination due to death or disability each of our named executive officersNEOs would be entitled to partial vestingacceleration of stock options granted more than three months prior to the date of termination; Mr. Herrman would be entitled to continued vesting of his fiscal 2016-2018 LRPIP-based stock award to the extent applicable performance goals are met and acceleration of his other LRPIP-based stock awards; Ms. Meyrowitz would be entitled to full vestingacceleration of unvestedher stock awards; and each of our named executive officers,NEOs, other than Mr. Herrman and Ms. Meyrowitz, would be entitled to continued vesting of stock awards to the extent applicable performance goals are met and prorated, if applicable, based on the completed portion of the performance period.met. In the event of a termination without cause or a constructive termination, stock options held byMr. Herrman and 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 satisfaction of the applicable performance conditions but applicable service-based conditions would be deemed satisfied; and Mr. Herrman would be entitled to full acceleration of unvested stock options and continued vesting of LRPIP-based stock awards to the extent applicable performance goals are met and prorated, if applicable, based on the completed portion of the performance period.met. Following a termination of employment at the end of fiscal 2016,2018, each of the executives would have been able to exercise vested options in accordance with applicable post-termination exercise periods and Ms. Meyrowitz and Mr. Goldenberg, uponperiods. Upon retirement at the end of fiscal 2016,2018, Ms. Meyrowitz, Mr. Goldenberg, Mr. Sherr, and Mr. MacMillan would have been eligible for continued vesting of outstanding options, in each case in accordance with the terms described above under the Grants of Plan-Based Awards table.table, and for continued vesting of fiscal 2017-2019 LRPIP-based stock awards and fiscal 2018-2020 LRPIP-based stock awards to the extent applicable goals are met. In each of these circumstances, the potential acceleration or continued vesting of unvested LRPIP-based stock awards held by our NEOs would be subject to proration, if applicable, based on the rules described in footnote 3 to the table below. Similar terms apply to PSUs and RSUs under our new compensation program for fiscal 2019 described above in the CD&A. As described in theCompensation Discussion and Analysisand in the following table, CD&A, new equity awards granted in September 2015 or later do not include automatic full accelerated vesting upon a change of control of TJX. Instead, performance conditions for performance-based stock awards will be deemed satisfied upon the change of control (with settlement of the award to the extent the original service conditions were satisfied), and stock options and performance-based stock awards 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 54    The TJX Companies, Inc. 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 in full upon a change of control of TJX. The following table sets forth the aggregate estimated valueExcept as described above in connection with a change of thecontrol of TJX, Mr. Herrman’s performance-based 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.employment.      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 Deferred 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. Related Provisions.Provisions. Each named executive officerNEO agreed tonon-solicitation andnon-competition provisions that operate during the term of employment and for twenty-four24 months thereafter, and to confidentiality provisions during and after employment. Benefits under the employment agreements and SERP, as well as benefits attributable to the enhanced employer credits at or above the Senior Executive Vice President level under the ESP (including Mr. Herrman’s additional performance-based credits), are also conditioned on compliance with restrictive covenants. Upon a change of control, our named executive officersNEOs would no longer be subject to any covenant not to compete following a termination of employment. In accordance For LRPIP awards starting with TJX policy regarding expatriatethe fiscal 2019-2021 LRPIP cycle, under terms established by the ECC, NEOs and tax equalizationother LRPIP 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, will be eligible for benefits TJX hasunder LRPIP to the discretionextent applicable LRPIP goals are met and adjusted, if applicable, to require repayment by Mr. MacMillanreflect the participant’s period of all or a portion of his assignment-relatedservice during the performance period. These LRPIP benefits if his employment is terminated for cause, or if he fails to complyare conditioned on compliance with applicable restrictive covenants. 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. 2018 Proxy Statement    55   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,February 3, 2018, 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) 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                                                 Ernie Herrman     Scott Goldenberg     Carol Meyrowitz     Michael MacMillan     Richard Sherr   Death/Disability                                         Severance   $ 3,200,000      $ 1,800,000     $ 3,150,000     $ 2,199,185     $ 2,100,000   MIP/LRPIP(2)     3,978,848        998,173       2,594,103       1,303,181       1,155,274   Acceleration of Option Awards(3)     75,517        36,597       32,884       36,597       42,222   Acceleration or Continued Vesting of Stock Awards(3)     19,812,355        5,374,500       8,566,873       6,455,533       6,455,533   Health, Life, and/or Automobile Benefits     145,113        124,909       124,909       74,491       124,909   Total(4)     27,211,833        8,334,179       14,468,769       10,068,987       9,877,938   Retirement or Voluntary Termination                                         LRPIP(2)     —        —       1,013,333       —       —   Continued Vesting of Option Awards(3)     —        185,340       86,222       185,340       213,811   Continued Vesting of Stock Awards(3)     —        2,935,875       8,566,873       1,058,767       3,204,033   Total     —        3,121,215       9,666,428       1,244,107       3,417,844   Termination without Cause/Constructive Termination                                         Severance     3,200,000        1,800,000       3,150,000       2,199,185       2,100,000   MIP/LRPIP(2)     1,550,000        500,000       1,013,333       700,000       566,667   Acceleration of Option Awards(3)     395,713        —       86,222       —       —   Continued Vesting of Stock Awards(3)     19,812,355        —       8,566,873       —       —   Health, Life and/or Automobile Benefits     145,113        124,909       124,909       74,491       124,909   Total     25,103,181        2,424,909       12,941,337       2,973,676       2,791,576   Change of Control                                         Settlement of MIP/LRPIP     3,125,000        1,000,000       2,040,000       1,400,000       1,200,000   Settlement or Acceleration of Stock Awards(3)     10,567,375        5,374,500       8,566,873       6,455,533       6,455,533   Total     13,692,375        6,374,500       10,606,873       7,855,533       7,655,533   Change of Control followed by Qualifying Termination                                         Change of Control Benefits (see above)     13,692,375       6,374,500       10,606,873       7,855,533       7,655,533   Acceleration of Option Awards(3)     395,713       185,340       86,222       185,340       213,811   Acceleration of Stock Awards(3)     24,186,739       3,056,088       1,725,287       3,190,167       3,190,167   Severance     8,000,000       2,790,000       6,270,000       3,408,737       3,255,000   Deferred Compensation Enhancement(5)     —       —       2,373,125       —       —   Health, Life, and/or Automobile Benefits     140,314       130,566       130,566       80,673       130,566   Reduction to MaximizeAfter-Tax Benefit(6)     —       (305,599 )      —       —       —   Total(4)     46,415,141       12,230,895       21,192,073       14,720,450       14,445,077   56    The TJX Companies, Inc.   (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 hernon-competition,non-solicitation, confidentiality, or other obligations to us following termination; the executive (other than Mr. MacMillan) 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. For health care benefits, we estimated an amount sufficient after taxes to cover the cost of continuation of health coverage based on the COBRA rates in effect as of January 30, 2016February 3, 2018 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.February 3, 2018.   In the case of payments following termination by reason of disability, the amounts shown assume salary continuation and/or long-term disability payments, coordinated to avoid duplication. We valued performance-based stock awards and stock options using $78.47, the closing price of our common stock on the NYSE on February 2, 2018, the last business day of the fiscal year. For equity awards that would have accelerated or settled upon or continued vesting following the triggering event, we included the full value of all performance-based stock awards ($78.47 per share), plus the value of any accumulated dividends as of February 3, 2018 that would be payable upon the vesting of such awards, and the spread value ($78.47 per share minus the option exercise price) for allin-the-money stock options. See the Outstanding Equity Awards table on p. 47 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 SERP enhancement described in footnote 5 of this table, our NEOs were eligible for benefits described above under Pension Benefits and Nonqualified Deferred Compensation Plans. Amounts for Mr. MacMillan that are denominated in Canadian dollars are converted from Canadian dollars at the average annual exchange rate of $0.7753 per Canadian dollar. We did not include any amounts in respect of accrued but unpaid base salary or benefits,benefits; any amounts in respect of bonuses under MIP and LRPIP for performance periods ending on January 30, 2016February 3, 2018 that were earned but remained unpaid as of that datedate; any amounts in respect of stock options that were notin-the-money or outstanding equity awards that were earned based on service and performance as of February 3, 2018 or that would not have accelerated upon or continued vesting following the triggering event; or, for Mr. MacMillan, any remaining tax equalization benefits or other expatriate-related amounts under our global mobility program. For additional assumptions applicable to equity awards, seePotential Acceleration of Unvested Equity Awards, above. In addition to the SERP enhancement described in footnote 5 of this table, our named executive officers were eligible for benefits described above underPension Benefits andNonqualified Deferred Compensation Plans.   (2) The amount, for each executive, includes a prorated award for each LRPIP cycle ending after January 30, 2016,February 3, 2018, based on the portion of the cycle completed as of January 30, 2016February 3, 2018 and assuming target performance, plus, in the event of termination due to death or disability, the fiscal 20162018 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 retirement or voluntary termination, with 90 days’ notice, the number of completed years in the cycle.   (3) The value of continued vesting of stock awards included in this table assumes that applicable performance conditions are satisfied. In the event of termination due to death or disability, retirement, or termination without cause or constructive termination, the potential acceleration, settlement, or continued vesting of LRPIP-based stock awards 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 LRPIP-based stock awards would be proratedone-third if the triggering event occurs before the end of the first fiscal year of the performance period ortwo-thirds if the triggering event occurs before the end of the second fiscal year of the performance period. Equity awards granted before September 2015 vest in full upon a change of control of TJX and are included in theunder “Change of Control” scenario in this table. Equity awards granted in September 2015 or later (double-trigger awards) are assumed to bedo not include automatic full accelerated vesting upon a change of control of TJX. These awards would vest in full upon a change of control of TJX if not continued or assumed in connection withthe transaction or, if continued or assumed, in the event of a qualifying termination of employment following the change of control, and are included in theunder “Change of Control followed by Qualifying Termination” scenario in this table. SeePotential Accelerationtable, except that stock awards are included under “Change of Unvested Equity Awards, above for additional detail about these amounts.Control” in this table to the extent the applicable service conditions were satisfied and the award would have been settled in connection with a change of control on February 3, 2018.   (4) In the event of death on January 30, 2016,February 3, 2018, the beneficiaries of our named executive officersNEOs would also have been entitled to the following amounts under our management- and executive-level life insurance programs: $1,075,000$720,240 for Mr. MacMillan and $975,000 for each other named executive officer.NEO. Company-paid amounts for these programs are included and described above in the Summary Compensation Table under All Other Compensation for fiscal 2016.2018.   (5) For Ms. Meyrowitz, the amount represents the estimated value of any enhancement under our SERP in the case of a qualifying termination following a change of control. The enhancement value represents the difference between (a) the estimated amount payable to Ms. Meyrowitz under SERP using the post-change of control actuarial assumptions specified in her employment agreement representing early commencement of her unreduced benefit and (b) the estimated amounts payable to Ms. Meyrowitz under SERP using thepre-change of control actuarial assumptions specified in the plan and her employment agreement (which as of January 30, 2016February 3, 2018 would have produced higher lump sum benefit values than those shown in the Pension Benefits table above by $4,285,116)$1,096,023).   (6) In the case of a change of control (both with and without a termination)termination of employment) occurring on January 30, 2016,February 3, 2018, we estimated the mandatory reductions to benefits that would apply in order to maximize the executive’s benefit afterchange-of-control excise and other taxes. For purposes of this determination, we assumed that all equity awards would have been cashed out at closing in the amounts described above under Potential Accelerationin footnote 3 of Unvested Equity Awards;this table; that only a portion of the value of stock options, performance-based stock awards with performance periods ending on January 30, 2016,February 3, 2018, accumulated cash dividends with respect to such stock 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 fiscal 2016.2018. Applying these assumptions we determined that the only case in which a mandatory reduction to benefits would have been required would have been a reduction to ScottMr. Goldenberg’s benefits in the case of a change inof control with a qualifying termination occurring in both cases on January 30, 2016.February 3, 2018. 2018 Proxy Statement    57 CEO PAY RATIO At the end of fiscal 2018, we operated over 4,000 retail stores, including more than 1,000 stores outside the U.S., and employed approximately 249,000 Associates worldwide. More than 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 flexibleoff-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. Our CEO’s annual total compensation for fiscal 2018 was $16,880,171 as reflected in the Summary Compensation Table above. In accordance with SEC rules, the median of the annual total compensation of all employees (other than the CEO) was estimated to be $11,243 for fiscal 2018, which resulted in an estimated ratio of 1,501:1. The median employee for purposes of this estimate was a part-time hourly retail store Associate. To identify the median employee in accordance with these rules, we included all employees in our global operations as of the last day of fiscal 2018, including full-time, part-time, seasonal, and temporary employees, and estimated annual total compensation for all of these employees based on calendar 2017 payroll records in each jurisdiction, converting foreign currencies to U.S. dollars using an average annual exchange rate for calendar 2017. As part of this process, we annualized earnings for employees, other than seasonal and temporary employees, who were hired during the fiscal year. 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. 58    The TJX Companies, Inc. DIRECTOR COMPENSATION OVERVIEW For fiscal 2016,2018, ournon-employee directors were entitled to the following payments:   Annual retainer of $75,000$80,000 for eachnon-employee director   Additional annual retainer of $28,000 for the Audit Committee Chairman   Additional annual retainer of $15,000 for each Audit Committee member (other than the Chairman)   Additional annual retainer of $26,000 for the Chairman of the subcommittee of the Audit Committee   Additional annual retainer of $23,000 for the Executive Compensation Committee Chairman   Additional annual retainer of $10,000 for each Executive Compensation Committee member (other than the Chairman)   Additional annual retainer of $18,000 for the Corporate Governance Committee Chairman   Additional annual retainer of $8,000 for each Corporate Governance Committee member (other than the Chairman)   Additional annual retainer of $18,000 for the Finance Committee Chairman   Additional annual retainer of $8,000 for each Finance Committee member (other than the Chairman)   Additional annual retainer of $70,000 for the Lead Director   Two annual deferred stock awards for eachnon-employee director, each representing shares of our common stock valued at $75,000$80,000 Employee directors do not receive separate compensation 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. The deferred stock awards (including deferred dividend awards) are granted under ourthe SIP. One of the deferred stock awards vests immediately and is payable with accumulated dividends in stock at the earlier of separation from service as a director or change of control. The second award vests based on a director’s continued service until the annual meeting next following the grant of the award (subject to possible earlier vesting uponin 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 anon-employee director separates from service as a director prior to vesting in the second award, that award will beis forfeited. Ournon-employee directors are eligible to defer their retainers and fees under the ESP (described above in Nonqualified Deferred Compensation Plans) but are not eligible for matching credits. Amounts deferred by directors under the ESP are notionally invested in mutual funds or other market investments. Participatingnon-employee directors may select a distribution date earlier than retirement from the Board, but no earlier than January 1st of the second year following the year of the deferral. During fiscal 2016,2018, Mr. Bennett and Ms. ShireNemerov deferred amounts under the ESP. Prior to January 1, 2008, ournon-employee directors were eligible to defer their retainers and fees in our GDCP (described above in Nonqualified Deferred Compensation Plans), under which amounts deferred earn interest at a periodically adjusted market-based rate. Amounts deferred under the GDCP on or after January 1, 2005 (and earnings on those amounts) will be 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 scheduled to be paid upon or after leaving the Board. Mr. Bennett and Ms. Shire currently participate inhave amounts previously deferred under the GDCP. We do not provide retirement, health or life insurance benefits to ournon-employee directors. 2018 Proxy Statement    59 The following table provides information concerning compensation for ournon-employee directors for fiscal 2016.2018. Information about Mr. Cammarata served as Chairman of the Board for a portion of fiscal 2016. While he was Chairman, Mr. Cammarata was also an executive officer of TJX, other than a named executive officer, who did not receive any additionalHerrman’s and Ms. Meyrowitz’s compensation for servicesfiscal 2018 is provided as a director. Ms. Meyrowitz’s and Mr. Herrman’s compensation are each shown above in the Summary Compensation Table with that of the other named executive officers.NEOs in the CD&A and in the accompanying tables above. Directors Compensation for Fiscal 2016DIRECTORS COMPENSATION FOR FISCAL 2018   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     Fees Earned or Paid In Cash     Stock Awards(1)(2)     Total       Zein Abdalla       $  96,000       $ 169,031       $      265,031           José B. Alvarez         105,000          203,647             308,647           Alan M. Bennett         111,000          206,307             317,307           David T. Ching         129,000          189,793             318,793           Michael F. Hines         116,000          208,780             324,780           Amy B. Lane         113,000          200,284             313,284           Jackwyn L. Nemerov           90,000          160,602             250,602           John F. O’Brien         150,000          220,089             370,089           Willow B. Shire         108,000          223,269             331,269           (1) Reflects the grant date fair value of annual deferred share awards totaling $150,000 (and for Mr. Swanson, prorated deferred share awards granted at his election to the Board of Directors in February 2015)$160,000 and annual credits of additional deferred shares in the amount of dividends accrued on deferred shares.shares, determined in accordance with ASC Topic 718, disregarding the effect of estimated forfeitures and valued based on the closing price of our common stock on the NYSE on the grant date.   (2) The following table shows the number of shares subject to outstanding stock awards for ournon-employee directors as of January 30, 2016 (other than Ms. Meyrowitz and Mr. Herrman, whose outstanding equity awards are shown with the named executive officers above):February 3, 2018:   Name   Outstanding Stock Awards(a)Awards*   Zein Abdalla    7,242 9,486 José B. Alvarez   38,561 41,640 Alan M. Bennett   39,824 45,177 David T. Ching   26,026 28,770 Michael F. Hines   42,061 47,473 Amy B. Lane   35,519 39,049 Jackwyn L. Nemerov 3,224 John F. O’Brien   53,437 56,911 Willow B. Shire   56,315 William H. Swanson 59,865     2,669   (a)* 1,145Includes awards of 1,082 deferred shares for eachnon-employee director werethat are unvested as of the end of fiscal 20162018 and that are scheduled to vest on the day before the 20162018 Annual Meeting. 60    The TJX Companies, Inc. PROPOSAL 2 -2: RATIFICATION OF AUDITOR RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS AS TJX’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2019 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 January 28, 2017, subject to ratification by our stockholders.February 2, 2019. PwC has been retained as the Company’sTJX’s independent registered public accounting firm since 1962. We are asking stockholdersshareholders to ratify PwC’s appointment. A representative of PwC is expected to attend the Annual Meeting where theyand will have the opportunity to make a statement if they wish to do so andso. The representative will also be available to answer questions from the stockholders.shareholders. The members of the Audit Committee and Board believe that the continued retention of PwC to serve as the Company’scompany’s independent external auditor is in the best interests of the Companycompany and its stockholders.shareholders. Your Board of Directors unanimously recommends athat you vote FOR Proposal 2. PROPOSAL 3 -3:SAY-ON-PAY ADVISORY APPROVAL OF TJX’S EXECUTIVE COMPENSATION TheCompensation Discussion and Analysis (CD&A), compensation tables, and narrative discussion beginning on page 19p. 21 of this proxy statement describe our executive compensation program and the compensation of our named executive officersNEOs for fiscal 2016, including2018. This year it includes a discussion of the focused shareholder engagement effort on executive compensation during fiscal 2018, a discussion of changes made by our ECC to the executive compensation program for fiscal 2019 in response to that engagement effort, as well as an overview of our fiscal 2018 program design and details of the various elements of the program. It also provides details of our fiscal 2016 performance to provide context for the compensation.compensation described in the CD&A and in the tables that follow it. The Board of Directors, as required pursuant to Section 14A of the Exchange Act, is asking stockholdersshareholders to cast anon-binding, advisory vote indicating their approval of that compensation by voting FOR the following resolution: RESOLVED, that the stockholders of The TJX Companies, Inc. APPROVE, on an advisory basis, the compensation paid to its named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. RESOLVED     That the shareholders of The TJX Companies, Inc. APPROVE, on an advisory basis, the compensation paid to the company’s named executive officers (NEOs), as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis (CD&A), compensation tables, and narrative discussion. As described in more detail in theCompensation Discussion CD&A, we believe a key component of our continued success is developing and Analysis,retaining talent that can execute the fundamentals of ouroff-price business model throughout our complex global operations and drive our long-term strategy. To support this strategy, our overall compensation philosophyprogram is intended to create a program that attracts, motivatesattract and rewardsretain top talent; motivate executives to achieve our executives while maintainingbusiness objectives; reward performance; emphasize variable, performance-based compensation; support succession planning and effective leadership transitions; and maintain pay practices that help align the interest of our Associates and stockholders. We have designed a program that seeks to: attract top talent in the highly competitive retail environment, maintain an extremely high talent level in our company and provide for succession broadly across our management team, reward objective achievement of our short- and long-term financial objectives with plans based on core business goals, and enhance stockholder value by directly aligning the interests of our Associates and stockholders. shareholders. The Board is asking stockholdersshareholders to support this proposal. We believe TJX’s performance demonstrates the effectiveness of our compensation program. We received a strong supporting vote in the past several years (more than 95% of votes cast) expressing support for our compensation policies and practices and believe our program continues to be effective. We continue to focus on pay for performance in our compensation program, as described in theCompensation Discussion and Analysis, which we encourage you to review.review the CD&A, including the design changes to our fiscal 2019 program that respond to the shareholder feedback we received. Although the vote we are asking you to cast isnon-binding, the ECC and the Board value the views of our stockholders. As with past years, theshareholders. The Board and ECC will consider the outcome of this vote when determining future compensation arrangements for our named executive officers. Our Board of Directors currently intends to conduct an annual advisory stockholder vote on executive compensation each year until the next advisory vote on the frequency of our say-on-pay advisory votes is held, which we expect will be at the annual meeting of stockholders in 2017.NEOs, as they have done every year. Your Board of Directors unanimously recommends athat you vote FOR Proposal 3.3 to approve, on an advisory basis, executive compensation. 2018 Proxy Statement    61 PROPOSAL 4 -4: SHAREHOLDER PROPOSAL STOCKHOLDER PROPOSAL FOR INCLUSION OF DIVERSITY AS A CEO PERFORMANCE MEASUREREPORT ON COMPENSATION DISPARITIES BASED ON RACE, GENDER, OR ETHNICITY We received the following proposal from NorthStarZevin Asset Management, Inc., P.O. Box 301840,LLC, 11 Beacon Street, Suite 1125, Boston, Massachusetts 02130,02108, on behalf of David Fenton, a beneficial owner of approximately 519860 shares of our common stock. In accordance with SEC rules, we are reprinting the proposal and supporting statement in this proxy statement as they were submitted to us. The stockholdershareholder proposal is required to be voted upon at the Annual Meeting only if properly presented at the Annual Meeting. As explained below, ouryour Board unanimously recommends that you vote AGAINST the stockholdershareholder proposal. StockholderShareholder Proposal Executive Compensation & Diversity in Senior Level Management Whereas: In an increasingly complex global marketplace,The median income for women working full time in the abilityU.S. is reportedly approximately 80 percent of that of their male counterparts. According to draw on a wide rangeEconomic Policy Institute, average hourly wages for black men are 78 percent of viewpoints, backgrounds, skills,those of similarly situated white men. Wages for black women are 66 percent of those of comparable white men and experience is critical88 percent of those received by white women. Women hold just over one half of retail industry positions, but women are underrepresented in higher paying retail management positions and overrepresented in low paying front line jobs. According to a company’s success;Demos, “retail employers pay Black and Latino full-time retail salespersons just 75 percent of the wages of their white peers.” The Proponent believes that diversityStubborn pay gaps have attracted attention from national media and policymakers. Regulatory risk exists as the Paycheck Fairness Act, pending in senior management helps ensure that different perspectives are broughtCongress, would aim to bear on issues, while enhancing the likelihood that proposed solutions will be nuancedimprove company-level transparency and comprehensive;strengthen penalties for equal pay violations. California, Maryland, Massachusetts, and New York have passed strong equal pay legislation. In early 2015,Proper attention to inclusion and equity promotes effective human capital management. According to McKinsey, Research found that companies in the top quartilequartiles for gender and racial/ethnic diversity were 35% more likely to outperform those inhave financial returns above the bottom quartile;industry median (“Why diversity matters,” McKinsey, 2015). In a Catalyst report, racial and gender diversity were positively associated with more customers, increased sales revenue, and greater relative profits. (“Why Diversity Matters,” Catalyst, 2013). Furthermore, research indicatesLeading companies are addressing diversity and inclusion via pay equity. In 2014, Gap Inc released data showing wage parity between male and female workers. Amazon, Apple, Costco, Intel, and Starbucks have committed to report on gender pay gaps. Intel and Microsoft have begun publishing pay gap data covering gender and race. TJX reports that companies in the MSCI World Index with strong female leadership generated a Return on Equitypeople of 10.1% per year versus 7.4%color account for those without, as56 percent of September 9, 2015; Shareholders believe that it is crucial for the Company’s senior management to reflect the diversityU.S. workforce but only 32 percent of its employees and customers. Accordingmanagers. TJX has taken steps to Forbes, TJX’s customer profile is a 25 to 44 year old female customer with middle to upper-middle income, while labor force statistics indicate that 49.8% of retail employees are female and 33.1% are minorities; Unfortunately in the past 5 years, TJX’s senior management team has remained 0% minority and merely 16% female. Of the six executive officers currently comprising senior management, the one female (current CEO Carol Meyrowitz) will leave her position in 2016, leaving the executive offices filled entirely with white men. Given the primarily female customer base, this shift in the executive team is particularly alarming; A recent article published on theHarvard Law School Forum on Corporate Governance and Financial Regulation indicated that management-level diversity “signals that women’s and minorities’ perspectives are important to the organization, and that the organization is committed to inclusion not only in principle but also in practice. Further, corporations with a commitment to diversity have access to a wider pool of talent and a broader mix of leadership skills than corporations that lack such a commitment”; McKinsey Research (2015) reinforces the need for diversity in management, noting that “in the United States,promote diversity; however, there is a linear relationship between racialno reporting on gender, race, or ethnic pay gaps. Investors seek clarity on how TJX manages risks and ethnic diversity and better financial performance: for every 10 percent increase in racial and ethnic diversity on the senior-executive team, earnings before interest and taxes (EBIT) rise 0.8 percent”; Shareholders are concerned that TJX’s dearth of senior management diversity may be adversely affecting shareholder value and believe that adding diversity in senior level management as a clear metric in our CEO’s compensation package creates an incentiveopportunities related to strive for excellence in this area just as our financial metrics incent performance.pay equity. Resolved: Shareholders request that the Board’s Compensation Committee, when setting CEO compensation, include metrics regarding diversity among senior executives as one of the performance measures for the CEO underTJX prepare a report (at reasonable cost, in a reasonable timeframe, and omitting proprietary and confidential information) on the Company’s annual and/policies and goals to identify and reduce inequities in compensation due to gender, race, or long-term incentive plans. For the purposes of this proposal, “diversity” isethnicity within its workforce. Gender-, race-, or ethnicity -based inequities are defined as the difference, expressed as a percentage, between the earnings of each demographic group in comparable roles. Supporting Statement: A report adequate for investors to assess strategy and performance would include: (1) an aggregated, anonymized chart ofEEO-1 data identifying employees according to gender racial, and ethnic diversity.race in the major EEOC-defined job categories, listing numbers or percentages in each category; (2) the percentage pay gap between groups (using a similar chart or square matrix); (3) discussion of policies addressing any gaps and quantitative reduction targets; and (4) the methodology used to identify pay inequities, omitting proprietary information. Statement of the Board of Directors in Opposition to Proposal 62    The TJX Companies, Inc. STATEMENT OF THE BOARD OF DIRECTORS IN RESPONSE TO PROPOSAL 4 The Board of Directors unanimously recommends a vote AGAINST this StockholderShareholder Proposal. The Board of Directors opposes this proposal because we have designed a compensation structure intended to pay our Associates competitively and equitably based on their skills, qualifications, roles, and abilities and because this proposal would not enhance our existing commitment to fostering a diverse and inclusive culture. As a large, complex, and global business, we believe it believesis important to our independent Board committee, the Executive Compensation Committee, or ECC, issuccess in the best positionlong-term that our workforce be inclusive and reflect the diversity of our customers and the communities we serve. We have broadnon-discrimination policies, and we strive for diversity at all levels of our organization. We continue to evaluate changeswork on initiatives that further embed inclusion as one of our core values, as it impacts not only our ability to recruit and retain Associates, but also reflects our team-based culture. To that end, in addition to our executive compensation practices. At TJX, we are committed to our culture, which is honest, integrity-driven,existing learning and focusedtraining initiatives on Associate development. We work to cultivate an inclusive environment, and we value the benefits of leveraging differences. We publish a Corporate Responsibility Report, which speaks, among other things, to our approach regarding diversity and inclusion, we recently developed additional inclusion pilot programs that are currently underway. These include an online unconscious bias training and diversity and inclusion guides for Associates, managers, and human resources. Women and people of color are an important part of our workplace diversity and represent an increasing percentage of our leadership team. We are proud to report that, around the world, women hold approximately 65% of our managerial positions, which we define as Assistant Store Manager and above, and approximately 51% of our leadership positions, which we define as Assistant Vice President and above. Averaged over the past three years, women earned 76% of all our promotions globally. In our more senior leadership positions, over the past three years, on average, women earned 51% of the promotions into Senior Vice President roles, 40% of the promotions into Vice President roles, and 58% of the promotions into Assistant Vice President roles. In the United States, approximately 56% of all our Associates and 32% of our Associates in managerial positions are members of racially or ethnically diverse groups. We are proud of the recognition we have received for our diversity and inclusion efforts. In 2017, we received a score of 100 on the Corporate Equality Index of the U.S.-based Human Rights Campaign, and we were listed as a top 50 employer by Equal Opportunity magazine. As discussed in further detail in our annual corporate responsibility report, which is available on our website, www.tjx.com,tjx.com, in the Corporate Responsibility section.section, we provide and promote inclusion-related learning and training initiatives on diversity; sponsor several Associate Resource Groups organized for networking and career development, including Women Adding Value Everyday (WAVE) and The Multicultural Coalition; and partner with organizations, including the National Council of La Raza and the National Urban League, to supplement our internal training and recruitment initiatives, among other efforts. We believe it is imperative that diversity throughoutwe focus on attracting and retaining the best talent at all levels and in all functions, and we strive to provide compensation that is both competitive in the market and equitable across our organization, including withindiverse workforce. We set objective pay targets by position and conduct general periodic compensation reviews to ensure that our executive team,compensation structure is an important componentworking as intended. Furthermore, our incentive plans emphasize objective, performance-based pay and team-based execution of our success. Our Company was led by Ms. Meyrowitz as Chief Executive Officer from January 2007 until January 2016, and she continuesbusiness goals across the company. We remain committed to be an active and integral member of the six person executive team in her current role as Executive Chairman. We have been recognized for our ongoing efforts to maintain fair pay practices, promote diversity, and inclusion, as we discuss into foster a diverse and inclusive culture where all Associates feel welcomed, valued for their contributions, and fully engaged with our Corporate Responsibility report, and we have broad non-discrimination policies. We believe that it is most appropriate for the ECC to continue to determine the CEO’s performance measures that are part ofbusiness. Given our compensation program. Consistent with best practices of governance, each year, the ECC carefully considers the design, overall level and mix of compensation for our CEO, including the performance metrics and other details of our incentive compensation programs and is advised by an independent compensation consultant. We believe the ECC is in the best position to evaluate changesapproach to our compensation program that will best promoteand our objectivesmultipronged diversity and align the interests of our Associates and stockholders. We believe that the decisions the ECC has made in recent years, including those more fully described in theCompensation Discussion and Analysis included in this Proxy Statement, have promoted the best interest of our stockholders through an incentive compensation program that, by using a profit-based metric as the key performance indicator, is objective, transparent and aligned with our core business goals and an overall compensation program that emphasizes pay for performance. For several years, our stockholders have expressed strong support for our executive compensation policies and practices in the annual advisory vote on executive compensation, andinclusion efforts, we believe the requested report would not offer shareholders meaningful additional information or further our program continues to be effective.diversity, inclusion, and pay equity goals. Your Board of Directors unanimously recommends athat you vote AGAINST Proposal 4. 2018 Proxy Statement    63 PROPOSAL 5 -5: SHAREHOLDER PROPOSAL STOCKHOLDER PROPOSAL FOR A REVIEW AND SUMMARY REPORT ON EXECUTIVE COMPENSATION POLICIESAMENDING TJX’S CLAWBACK POLICY We received the following proposal from the PriestsComerica Bank & Trust, National Association, 411 W. Lafayette Boulevard, MC 3464, Detroit, Michigan 48226, in its capacity as trustee of the Sacred Heart, U.S. Province, 7373 S. Highway 100, P.O. Box 289, Hales Corners, Wisconsin 53130,Trowel Trades Large Cap Equity Index Fund, a beneficial owner of at least $2,000 of our common stock. In accordance with SEC rules, we are reprinting the proposal and supporting statement in this proxy statement as they were submitted to us. The stockholdershareholder proposal is required to be voted upon at the Annual Meeting only if properly presented at the Annual Meeting. As explained below, ouryour Board unanimously recommends that you vote AGAINST the stockholdershareholder proposal. StockholderShareholder Proposal TOP EXECUTIVES’ PAY WHEREAS, Recent events have increased concerns about the extraordinarily high levelsRESOLVED: Shareholders of executive compensation at many U.S. corporations. Concerns about the structure of executive compensation packages have also intensified, with some suggesting compensation systems incentivize excessive risk-taking. In aForbes article on Wall Street pay, the director of the Program on Corporate Governance at Harvard Law School noted that “compensation policies will prove to be quite costly—excessively costly—to shareholders.” Another study by Glass Lewis & Co. declared that compensation packages for the most highly paid U.S. executives “have been so over-the top that they have skewed the standards for what’s reasonable.” That study also found CEO pay may be high even when performance is mediocre or dismal. On July 25, 2015,The New York Times featured an extended front-page article entitled: “Pay Gap Widening as Top Workers Reap the Raises.” Later, a September 5, 2015 article in the same paper (“Low-Income Workers See Biggest Drop in Paychecks”TJX Companies, Inc. (the “Company”) showed the decline in real wages 2009-2014 for the lowest-paid quintile was -5.7% while that of the highest-paid quintile was less than half of that: -2.6%. A September 2015Harvard Business Review piece noted that a recent global study found that CEO-to-worker pay ratio in most countries is “at least 50 to one,” but “in the United States it’s 354 to one.” Commenting on “the momentum to rein in runaway pay,” a May 16, 2015 piece inThe New York Times (“For the Highest-Paid C.E.O.s the Party Goes On”) commented: “Dodd-Frank introduced new say-on-pay measures, allowing shareholders to express their discontent. The Securities and Exchange Commission is developing rules that would require companies to reveal the ratio of the chief executive’s pay to that of average workers. And last month, the S.E.C. proposed requiring companies to disclose how performance affects executive pay.” RESOLVED:    Shareholders request the Board’s Compensation Committee initiate a review of our company’s executive compensation policies and make available, upon request, a summary report of that review by October 1, 2016 (omitting confidential information and processed at a reasonable cost). We request that the report include: 1) A comparison of the total compensation package of senior executives and our employees’ median wage (including benefits) in the United States in July 2006, July 2011 and July, 2016; 2) an analysis of changes in the relative size of the gap and an analysis and rationale justifying this trend; 3) an evaluation of whether our senior executive compensation packages (including, but not limited to, options, benefits, perks, loans and retirement agreements) should be modified to be kept within boundaries, such as that articulated in the Excessive Pay Shareholder Approval Act; and 4) an explanation of whether sizable layoffs or the level of pay of our lowest paid workers should result in an adjustment of senior executive pay to more reasonable and justifiable levels and how the Company will monitor this comparison annually in the future. Statement of, urge the Board of DirectorsDirectors’ Executive Compensation Committee to amend the company’s compensation clawback policy, as applied to senior executives, to add that the Committee will review and determine whether to seek recoupment of incentive compensation paid, granted or awarded to a senior executive if, in Oppositionthe Committee’s judgment, certain conduct resulted in a violation of law or company policy and caused financial or reputational harm to Proposalthe company, and if a senior executive either engaged in the conduct or failed in his or her responsibility to manage or monitor the conduct or risks, with the company to disclose to shareholders the circumstances of any recoupment or decision not to pursue recoupment in these situations. “Recoupment” includes both recovery of compensation already paid and forfeiture, recapture, reduction or cancellation of amounts awarded or granted over which the company retains control. This policy should operate prospectively and be implemented so as not to violate any contract, compensation plan, law or regulation. SUPPORTING STATEMENT: As long-term shareholders, we believe that compensation policies should promote sustainable value creation. We agree with former GE general counsel Ben Heineman Jr. that recoupment policies are “a powerful mechanism for holding senior leadership accountable to the fundamental mission of the corporation: proper risk taking balanced with proper risk management and the robust fusion of high performance with high integrity.” (http//: blogs.law.harvard.edu/corpgov/2010/08/13/making-sense-out-of-clawbacks/) The company’s current clawback policy allows recoupment of certain incentive pay from a corporate officer if financial results are required to be restated due to material noncompliance with any financial reporting requirement as a result of misconduct. In our view, a recoupment policy that is limited to accounting and financial reporting noncompliance is too narrow. We view recoupment as an important remedy for other kinds of conduct that may not lead to a restatement, but may nonetheless harm the company’s reputation and prospects, as well as its shareholders. We also believe a clawback policy should apply without regard to “materiality,” an element of the current policy. The reason for a stronger policy is illustrated by the political and reputational risks TJX is incurring from its association with what a USA Today investigation calledmodem-day indentured serv[itude ]” in the Los Angeles and Long Beach port trucking industry. https://www.usatoday.com/pages/interactives/news/rigged-forced-into-debt-worked-past-exhaustion-left-with-nothing/. The report documented how truck drivers, including those moving products destined for retail stores, are pressured to violate hours of service standards, pay for their own insurance, repairs, and fuel, and to sign“lease-to-own” agreements that do not allow them to keep the truck or recover their investment if they quit or are fired. The report prompted four U.S. Senators to write to TJX asking about its knowledge of labor violations in the port trucking industry and its plans to cut ties with offending companies. 64    The TJX Companies, Inc. STATEMENT OF THE BOARD OF DIRECTORS IN RESPONSE TO PROPOSAL 5 The Board of Directors unanimously recommends a vote AGAINST this StockholderShareholder Proposal. The Board of Directors opposes this proposal because the company has already adopted a customary recoupment policy and implemented compliance programs that adequately address senior executive conduct. Our existing incentive compensation clawback policy, which is described above on p. 41, was adopted by our Board of Directors after a review of market practice and proposed SEC rules. The policy allows the Board (or a Committee of the Board) to seek recovery or forfeiture of incentive compensation from a current or former executive officer in the event of a material restatement of our financial results if the Board reasonably determines such officer engaged in knowing or intentional fraudulent or illegal conduct that materially contributed to the need for the restatement. Under this policy, the Board will evaluate the circumstances and may seek recoupment of the portion of such executive officer’s incentive compensation that would not have been earned had performance been measured on the basis of the restated results. The policy covers incentive compensation received by or vested in the executive officer during the three-year period leading up to the determination that the restatement was required. Under our clawback policy, the Board has reasonable discretion to act. This helps ensure that recoupment would be in the best interests of the company and our shareholders, while avoiding the vague and imprecise standards advocated by the proposal. Public disclosure of determinations under our clawback policy would be made in compliance with SEC rules and other applicable laws and otherwise at the Board’s discretion in order to balance investors’ interest in receiving the information with applicable legal, commercial, and privacy concerns. Our clawback policy is not the sole basis for remedies the company may have in the event of executive misconduct and does not limit the company’s ability to pursue, under the terms of our executive agreements and compensation plans, the adjustment or recovery of compensation in other circumstances. Further, we have implemented compliance policies that extend throughout our organization, such as our Associate Global Code of Conduct, as well as those that apply specifically to our executive officers, such as our Code of Ethics for TJX Executives. These policies require our executive officers to commit themselves to, among other things, acting with honesty and integrity; proactively promoting ethical behavior; and providing constituents with information that is accurate, complete, objective, relevant, timely, and understandable. We believe that the reputational risks described in the proposal are adequately managed by our current practices. Our Board of Directors is responsible for overseeing our enterprise risk management function, which includes oversight of matters that may present material risk to our reputation, among other things. The Board believes that our current compensation structure strikes the right balance to motivate executive officers to drive long-term profitable and sustainable growth, while discouraging illegal or unethical conduct through our clawback policy and other means. Further, the proposal’s imprecise standards could undermine our ability to compete for and retain executive talent, in part because we do not believe it is consistent with prevalent peer practices. Accordingly, as we believe our current policy and practices are effective, we believe that the amendment requested by the proposal is unnecessary and would not add meaningful value to the policies and processes already in place. Your Board of Directors unanimously recommends that you vote AGAINST Proposal 5. 2018 Proxy Statement    65 PROPOSAL 6: SHAREHOLDER PROPOSAL SUPPLY CHAIN POLICY ON PRISON LABOR We received the following proposal from NorthStar Asset Management, Inc. Funded Pension Plan, P.O. Box 301840, Boston, Massachusetts 02130, a beneficial owner of 819 shares of our common stock. In accordance with SEC rules, we are reprinting the proposal and supporting statement in this proxy statement as they were submitted to us. The shareholder proposal is required to be voted upon at the Annual Meeting only if properly presented at the Annual Meeting. As explained below, your Board unanimously recommends that you vote AGAINST the shareholder proposal. Shareholder Proposal WHEREAS:Financial and operational risks related to the sale of goods produced with prison labor, including reputational damage, litigation, and supply chain disruption, can adversely affect shareholder value; Our company’s Vendor Code of Conduct appears to prohibit forced prison labor: “Our vendors must not use involuntary or forced labor, whether in the form of prison labor, indentured labor, bonded labor, labor acquired through slavery or human trafficking, or otherwise”; However, prison labor in the United States and other countries where TJX goods are sourced can be both forced and voluntary. Although slavery and involuntary servitude were abolished by the 13th Amendment, an exception was made for “punishment for crime”; Some U.S. prisoners are paid$0.23-$1.15 per hour, however in the U.S. and worldwide many inmates are often forced to work for no compensation, in unsafe or unhealthy conditions; Companies enjoy low overhead costs when inmates make consumer products on their behalf, including furniture, clothing, food products, and packaging materials; Watchdogs assert that prison labor is often deployed in an inhumane manner, failing to balance company cost savings with prisoner mistreatment. These issues can undermine a retailer’s reputation. In 2015, Whole Foods experienced significant backlash when customers learned that prisoner-made products were sold in stores; Our Company has a factory auditing program which appears to only apply to factories manufacturing products that TJX designs, and it is unclear whether the Company also surveys forvoluntaryprison labor or verifies the absence of all forms of prison labor in the entire vendor supply chain; Careful review of our supply chain for voluntary and involuntary prison labor would help ensure that TJX suppliers are consistent with Company policies and minimize risks to TJX’s reputation and shareholder value. RESOLVED:Shareholders of TJX urge the Board of Directors to adopt a policy committing the Company to: a) Survey all suppliers to identify sources of prison labor in the Company’s supply chain; b) Develop and apply additional criteria or guidelines for suppliers regarding the use of prison labor; and c) Report to shareholders no later than June 30, 2019, at reasonable cost and omitting proprietary information, on TJX’s progress in implementing the policy. SUPPORTING STATEMENT:The Proponent recommends that the company’s progress report include: Summary of results of the supplier survey, including actual and/or potential sources of prison labor identified, and in particular any use of: a) Suppliers using prison labor with compulsory, uncompensated, or severely undercompensated work programs, b) Suppliers using prison labor fromprivately-run prisons; 66    The TJX Companies, Inc. Summary of new criteria and guidelines for the use of prison labor; Methodologies to be used to track, audit, and measure supplier performance; Nature and extent of consultation with relevant stakeholders in connection with the policy development and implementation. Examples for possible guidelines or criteria could include: consideration of a minimum wage and/or overtime pay for inmate laborers, safety/health conditions, supplier-providedjob-matching programs for inmates upon release. STATEMENT OF THE BOARD OF DIRECTORS IN RESPONSE TO PROPOSAL 6 The Board of Directors unanimously recommends a vote AGAINST this Shareholder Proposal. The Board of Directors opposes this proposal because it believes the adoption of the requested reviewpolicy and report is an inefficient use of company resources that would not provideresult in useful additional information to stockholdersshareholders. We prohibit all of our vendors from using prison labor when manufacturing products that we sell in our stores. Our Vendor Code of Conduct, which embraces internationally recognized principles designed to protect the interests of the workers who manufacture products for sale in our stores, prohibits our vendors from using “voluntary or involuntary prison labor…or any forms of involuntary or forced labor.” The Vendor Code of Conduct applies to all of our vendors as well as all subcontractors and any other third parties our vendors may use in the production or distribution of goods offered for sale in our stores. It applies even if a vendor applies its own code of conduct, monitoring, or ethical sourcing guidelines. A vendor’s violation of our Vendor Code of Conduct may result in corrective action, our cancellation of purchase order(s), and/or termination of our business relationship with the vendor. Moreover, there are several issues that we consider‘zero-tolerance’ issues, including the use of prison labor in the manufacturing of products for sale in our stores. Our policy is to terminate immediately our relationship with a factory where prison labor is found. Our Vendor Code of Conduct has historically required that vendors not use prison labor in any form. Nevertheless, upon receipt of this proposal, we amended our Vendor Code of Conduct to make more explicit our position. We immediately posted the amended Vendor Code of Conduct to our publicly-available website and to our vendor intranet site, which centralizes our communications of our business standards and requirements to our vendors. We also updated our Global Social Compliance Manual, which is distributed to our vendors and buying agents. Our long-running social compliance trainings with our buying agents, vendors, and factory management that cover many topics, including our policy prohibiting the use of any prison labor, continue. We believe the actions we have taken to prohibit the use of prison labor in the manufacture of products that we sell in our stores are sufficient and that the shareholder’s request that we survey each of our over 20,000 vendors around the globe regarding this practice would requirebe costly, time-consuming, unnecessary, and impracticable in light of our existing policies, practices, and sourcing model. Accordingly, we do not believe that the requested policy and report is an unnecessary expenditureeffective or prudent use of corporate resources that is not inwould serve the best interest of our stockholders. We believe this proxy statement provides more meaningful information for stockholders about the compensation paid to our executives than the analysis and report requested by this proposal. The proxy statement includes a detailed discussion of our compensation objectives and methods, including the process by which compensation decisions are made in the context of our business, which is large, operationally complex and global, with stores in nine countries across three continents and vendors in over 100 countries worldwide. The ECC, which has responsibility for overseeing our executive compensation program and for approving the compensation of our executive officers, has used the same principles of compensation for many years: establish a program of total compensation competitive with our peers, heavily weighted toward objective, performance-based incentives that focus on execution and reward achievement of our core business goals. The detailed annual disclosures in our proxy statement allow stockholders to assess the reasonableness of TJX’s executive compensation. Moreover, we provide our stockholders the right to vote, on an advisory basis, on executive compensation at each annual meeting of stockholders. This say-on-pay vote provides our stockholders with the opportunity to provide feedback on our executive compensation practices and disclosure every year. For several years, our stockholders have expressed strong support for our executive compensation practices and disclosure in this say-on-pay vote (more than 95% of votes cast in the past several years), and we believe our program continues to be effective. As in prior years, the ECC will take into account the outcome of this year’s say-on-pay vote when considering future executive compensation arrangements. We believe it is imperative that we focus on attracting and retaining the best talent at all levels and in all functions. We want our customers to love shopping our stores and we know our in-store experience is driven by our Associates. In February 2015, we announced a wage initiative that benefits current and future U.S. store Associates. This wage initiative is an important part of our strategy to continue attracting and retaining the best talent to deliver a great shopping experience for our customers, remain competitive on wages in our U.S. markets and remain focused on our value mission. We believe that the compensation information disclosed in the annual proxy statement and the annual advisory vote on our executive compensation practices and disclosure provide both the information necessary for stockholders to assess whether our compensation practices are appropriate and an appropriate means for stockholders to express approval or disapproval of those practices. As a result, we believe the additional review and report requested by the proposal is unnecessary and an inefficient use of our resources.shareholders. Your Board of Directors unanimously recommends athat you vote AGAINST Proposal 5. 6. 2018 Proxy Statement    67 EQUITY COMPENSATION PLAN INFORMATION The following table provides certain information as of January 30, 2016February 3, 2018 with respect to our equity compensation plans:   Plan Category   Number of securities to be issued upon exercise of outstanding options, warrants and rights(a)   Weighted-average exercise price of outstanding options, warrants and rights(b)   Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))(c) Equity compensation plans approved by security holders(1)   29,340,048   $41.68   35,954,546 Equity compensation plans not approved by security holders   N/A   N/A   N/A             Total   29,340,048   $41.68   35,954,546             (1) We use one equity compensation plan, the Stock Incentive Plan (or SIP), which was most recently approved by stockholders in 2013. Securities reported in column (a) include outstanding options as well as outstanding deferred stock awards where the underlying shares have not been issued. The weighted-average exercise price in column (b) takes into account option awards but not the 653,841 shares subject to other awards. Plan Category     Number of securities to be issued upon exercise of outstanding options, warrants and rights(a)       Weighted-average exercise price of outstanding options, warrants and rights(b)       Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))(c)       Equity compensation plans approved by security holders             29,187,510                   $55.03                   26,557,537           Equity compensation plans not approved by security holders             —                   —                   —           Total             29,187,510                   $55.03                   26,557,537         We use one equity compensation plan, the Stock Incentive Plan (or SIP). The number of securities available for issuance under the SIP was most recently approved by shareholders in 2013. Securities reported in column (a) include outstanding options and restricted stock unit awards as well as outstanding deferred stock awards where the underlying shares have not been issued. The weighted-average exercise price in column (b) takes into account option awards but not the 1,557,703 shares subject to other awards. For additional information concerning our equity compensation plan see Note H to our consolidated financial statements included in our Annual Report on Form10-K for fiscal 2016.2018. 68    The TJX Companies, Inc. VOTING REQUIREMENTS AND PROXIESPRACTICES VOTING REQUIREMENTS Quorum: A majority of the shares outstanding and entitled to vote at the meeting is required for a quorum for the meeting. Election of directors: A nominee receiving a majority of the votes properly cast at the meeting for the nominee’s election (meaning he or she receives more votes cast “for”‘for’ than cast “against”‘against’) will be elected director. As described above in Majority Voting in the Board Nominees and Service at TJX section, we require any incumbent director standing for election to provide an irrevocable contingent resignation to be considered by the Board if the director receives a greater number of votes “against”‘against’ his or her election than votes “for”‘for’ such election. You may vote “for”‘for’ or “against”‘against’ each of the nominees for director in Proposal 1 or “abstain”abstain from voting for one or more nominees for director. Other proposals: All other proposals require the approval of thea majority of the votes properly cast at the meeting (meaning the proposal receivesis approved if there are more votes properly cast “for”‘for’ than cast “against”‘against’). You may vote “for”‘for’ or “against” or “abstain” from voting on‘against’ one or more of the other proposals. You may also abstain from voting on any of the proposals. VOTING YOUR SHARES If you owned TJX common stock at the close of business on April 9, 2018, our record date, you are entitled to vote at the meeting. Each of the 626,927,947 shares of common stock outstanding on the record date is entitled to one vote. There are multiple ways to vote your shares. If you are a shareholder of record (meaning you hold TJX shares registered in your name) please follow the instructions on the enclosed proxy card to indicate how you would like your shares voted. You may vote online or by telephone (using the toll-free telephone number provided) or sign and return the proxy card by mail. If you are a street name holder, sometimes referred to as a beneficial holder, (meaning you own TJX shares through a bank, broker, or other third party), please refer to the voting instruction card or other enclosures provided by that third party with this proxy statement to see how and when to provide voting directions for your shares. (Online or telephone voting may be permitted.) Both shareholders of record and street name holders may vote in person at the meeting. If you are a shareholder of record, you may vote in person at the meeting with proper documentation that demonstrates you were a TJX shareholder at the close of business on April 9, 2018 or hold a valid proxy for the annual meeting from such a shareholder. If you are a street name holder, you will need to bring proof of your beneficial ownership as of April 9, 2018, such as a brokerage account statement showing your ownership on that date or similar evidence of ownership. If you vote your shares by mail, telephone, or Internet,online, your shares will be voted in accordance with your directions. If you are a record holder and vote your proxy for the 2018 Annual Meeting by mail, telephone, or Internet,online, but do not indicate specific choices for some or all proposals as part of that process, your shares will be voted foras follows: FOR the election of the director nominees (Proposal 1), for FOR the ratification of the appointment of thePricewaterhouseCoopers as TJX’s independent registered public accounting firm for fiscal 2019 (Proposal 2), for FOR the advisory approval of ourTJX’s executive compensation (thesay-on-pay vote) (Proposal 3), and against AGAINST each of the shareholder proposals (Proposal 4 andthrough Proposal 5)6). The persons named as proxies will also be able to vote your shares at postponed or adjourned meetings. If any director nominee should become unavailable, your shares will be voted for another nominee selected by the Board or for only the remaining nominees. 2018 Proxy Statement    69 However, if you are a street name holder, note that banks, brokers, and other third parties are not permitted to vote your shares on any matter other than the ratification of the appointment of the independent registered public accounting firm (Proposal 2) without instruction from you. If your shares are held in the name of a bank, broker, or nomineeother third party and you do not instruct the bank, broker, or nomineeother third party on how to vote your shares with respect to the election of the director nominees (Proposal 1), the advisory vote on executive compensation (Proposal 3) or the shareholder proposals for inclusionany of diversity as a CEO performance measure and for a review and summary report on executive compensation policies (Proposal 4 and Proposal 5, respectively),Proposals 3 through 6, or if you abstain from voting on any matter, your shares will not be counted as having been voted on that matter andmatter. Your shares will therefore have no effect on the outcome of the vote, but will be counted as in attendance at the meeting for purposes of a quorum. CHANGING OR REVOKING YOUR PROXY If you are a shareholder of record, you may change or revoke your proxy at any time before it is voted at the Annual Meeting by voting plan shares,later online or by telephone, returning a later-dated proxy card by mail, or delivering a written revocation to the Secretary of TJX at our corporate offices at: Corporate Secretary c/o Legal Department The TJX Companies, Inc. 770 Cochituate Road Framingham, Massachusetts 01701 If you must provideare a street name holder, you should refer to the voting instruction card provided with this proxy statement or contact your broker, bank, or other third party holder of record for instructions on how to change or revoke your vote. You also should have a choice of methods to change or revoke your voting instructions bybefore the deadline described above in theIntroduction so that the plan trustee may vote your plan shares in accordance with your instructions. If you do not timely provide your voting instructions, your plan shares will not be voted. meeting. STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE NEXT ANNUAL MEETING PROPOSALS TO BE INCLUDED IN NEXT YEAR’S PROXY STATEMENT A stockholdershareholder who intends to present a proposal for business other than director nominations at the 20172019 Annual Meeting of StockholdersShareholders and who wishes the proposal to be included in our proxy materials for that meeting pursuant to Rule14a-8 under the Exchange Act must submit the proposal in writing to us so that we receive it no later than December 30, 2016.27, 2018 and must otherwise comply with SEC rules in order to be eligible for inclusion in our proxy materials for that meeting. A stockholdershareholder who wishes to nominate a director at the 2019 Annual Meeting of Shareholders and who wishes the nomination to be included in our proxy materials for that meeting must notify us in writing no earlier than November 27, 2018 and no later than December 27, 2018. The notice must be given in the manner and must include the information and representations required by our by-laws. Our by-laws, which are available on our website, tjx.com, describe the requirements for nominating directors at the annual meeting. 70    The TJX Companies, Inc. PROPOSALS NOT TO BE INCLUDED IN NEXT YEAR’S PROXY STATEMENT A shareholder who intends to present a proposal for business at the 20172019 Annual Meeting of StockholdersShareholders but who does not wish the proposal to be included in our proxy materials for that meeting must provide written notice of the proposal to us no earlier than February 7, 20175, 2019 and no later than March 9, 2017.7, 2019. Notices must be given in the manner and must include the information and representations required by ourby-laws. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. Our by-laws, which are available onrequirements of our website, www.tjx.com, describe the requirements for submitting proposals at the Annual Meeting. by-laws. A stockholdershareholder who wishes to nominate a director at the 20172019 Annual Meeting of Shareholders but who does not wish the nomination to be included in our proxy materials for that meeting must notify us in writing no earlier than February 7, 20175, 2019 and no later than March 9, 2017. The notice must be given in the manner and must include the information and representations required by our by-laws.7, 2019. OTHER MATTERS At the time of mailing of this proxy, we do not know of any other matter that may come before the Annual Meeting and do not intend to present any other matter. However, if any other matters properly come before the meeting or any adjournment or postponement, the persons named as proxies will have discretionary authority to vote the shares represented by the proxies in accordance with their own judgment, including the authority to vote to adjourn the meeting. We will bear the cost of solicitation of proxies. We have retained Morrow & Co.,Sodali LLC to assist in soliciting proxies by mail, telephone, and personal interview for a fee of $11,500, plus expenses. Our officers and other Associates may also assist in soliciting proxies in those manners. 2018 Proxy Statement    71 DIRECTIONS TO THEAPPENDIX A DEFINITIONS We define comparable store sales (comp sales) to be sales of stores that have been in operation for all or a portion of two consecutive fiscal years, or in other words, stores that are starting their third fiscal year of operation. We calculate comp sales on a 52-week basis by comparing the current and prior year weekly periods that are most closely aligned. Relocated stores and stores that have changed in size are generally classified in the same way as the original store, and we believe that the impact of these stores on the consolidated comp percentage is immaterial. Sales excluded from comp sales consists of: new stores (stores that have not yet met the comp sales criteria); stores that are closed permanently or for an extended period of time; and sales from our e-commerce businesses, meaning Sierra Trading Post (including stores), tjmaxx.com and tkmaxx.com. We determine which stores are included in the comp sales calculation at the beginning of a fiscal year and the classification remains constant throughout that year unless a store is closed permanently or for an extended period during that fiscal year. Comp sales of our foreign segments are calculated by translating the current year’s comp sales of our foreign segments at the same exchange rates used in the prior year. This removes the effect of changes in currency exchange rates, which we believe is a more accurate measure of segment operating performance. The method for calculating comp sales varies across the retail industry, therefore our measure of comp sales may not be comparable to other retail companies. We define customer traffic to be the number of transactions in stores included in the comp sales calculation. The way we define these financial measures may not be comparable to similarly titled measures used by other entities. NOTES ON CHARTS Annual Sales Growth, p. 30. Peer group averages are based on sales reported for the comparable period to TJX’s fiscal year-end. TJX’s fiscal 2018 revenue is reported on a 53-week basis. Peer group data is on a reported basis and may include 52-week figures. Nike and Starbucks figures are based on the last four quarters reported; Procter Gamble figures are excluded because it experienced a corporate event that resulted in restated financial statement. TJX’s adjusted growth for fiscal 2018 on a52-week basis is 6.3%, with an estimated impact of approximately 170 basis points from the 53rd week. Earnings Per Share, p. 30. For the EPS and Adjusted EPS chart on p. 30, see below for reconciliations of TJX ANNUAL MEETINGadjusted EPS to GAAP EPS. Four Seasons Hotel DenverRECONCILIATIONS 1111 14th StreetEarnings Per Share.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 following positive and negative effects of items that affect comparability between periods. Several of the peer group members also report adjusted EPS, which were used in calculating the five-year adjusted EPS growth rate for our fiscal 2018 peer group. Peers might not calculate adjusted EPS in the same way we do. Adjusted EPS for our peers includes GAAP EPS for years in which no adjusted EPS was reported. Denver, CO 80202For TJX EPS: From Denver International AirportFiscal 2012 adjusted EPS of $1.99 excludes the negative impact of $0.06 per share from the A.J. Wright consolidation from GAAP EPS of $1.93. Fiscal 2013 adjusted EPS of $2.47 excludes an estimated $0.08 per share benefit from the 53rd week from GAAP EPS of $2.55. Fiscal 2014 adjusted EPS of $2.83 excludes an $0.11 per share tax benefit from GAAP EPS of $2.94. Fiscal 2015 adjusted EPS of $3.16 excludes the negative impact of a second quarter debt extinguishment charge of $0.01 per share on GAAP EPS of $3.15. Fiscal 2017 adjusted EPS of $3.53 excludes the negative impact of $0.07 from a third quarter debt extinguishment charge and a pension settlement charge from GAAP EPS of $3.46. Fiscal 2018 adjusted EPS of $3.85 excludes $0.17 from benefits related to the 2017 Tax Cuts and Jobs Act, offset by charges from a special, discretionary bonus to eligible,non-bonus plan Associates; incremental contributions to TJX’s defined contribution retirement plans; and contributions to TJX’s charitable foundations; an estimated $0.11 benefit from the 53rd week; and a $0.10 impairment charge related to Sierra Trading Post from GAAP EPS of $4.04.   Exit the Airport and go North on Pena Boulevard Merge onto I-70 West via the exit lane on the left Take I-25 South, Exit 274, toward Colorado Springs Take the Speer Boulevard Exit (Exit 212B) Make a left onto Lawrence Street • Make a right onto 14th Street and enter the main drive of the Four Seasons Hotel Denver on the left-hand side From the North   Travel I-25 South Take Speer Boulevard Exit (Exit 212B) Make a left onto Lawrence Street • Make a right onto 14th Street and enter the main drive of the Four Seasons Hotel Denver on the left-hand side From the South Travel I-25 North Take the exit toward Broadway (Exit 207A) Merge onto Lincoln Street Make a left onto Speer Boulevard Make a right onto Lawrence Street • Make a right into 14th Street and enter the main drive of the Four Seasons Denver on the left-hand side From the East Travel I-70 West Take I-25 South, Exit 274 toward Colorado Springs Take the Speer Boulevard Exit (Exit 212B) Make a left onto Lawrence Street • Make a right onto 14th Street and enter the main drive of the Four Seasons Hotel Denver on the left-hand side From the West Travel I-70 East Take I-25 South, Exit 274 toward Colorado Springs Take the Speer Boulevard Exit (Exit 212B) Make a left onto Lawrence Street • Make a right onto 14th Street and enter the main drive of the Four Seasons Hotel Denver on the left-hand side Parking Valet parking is available at the Four Seasons Hotel Denver Room Location Aspen Room          Mark your votes with an X as shown in this example. Please do not write outside the designated areas.   ☒          Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies for record holders submitted online or by the Internet or telephone must be received by 1:00 a.m., MountainEastern Daylight Time, on June 7, 2016.5, 2018. See reverse for more information.     Vote by InternetOnline   • Go towww.envisionreports.com/TJX   • Or scan the QR code with your smartphone   • Follow the steps outlined on the secure website Vote by telephone   • Call toll free 1-800-652-VOTE (8683) within the USA, US territories &and Canada on a touch tone telephone   • Follow the instructions provided by the recorded message Mark your votes with anX as shown in this example. Please do not write outside the designated areas. x q IF YOU HAVE NOT VOTED ONLINEOR VIA TELEPHONE, PLEASE VOTE, DATE, AND SIGN ON THE REVERSE SIDE OF THIS CARD,q FOLD ALONG THE PERFORATION, AND DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.   q  IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, PLEASE VOTE, DATE AND SIGN BELOW, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.   q   A     Voting ItemsManagement Proposals  The Board recommends a voteFOR each of the nominees andFOR Proposals 2 and 3.nominees:    + 1.  Election of Directors:   For   Against   Abstain     For   Against   Abstain     For   Against   Abstain           01 - Zein Abdalla   ¨☐   ¨☐   ¨☐   02 - José B. Alvarez ¨ ¨ ¨ 03 - Alan M. Bennett   ¨☐   ¨☐   ¨☐        0403 - David T. Ching   ¨☐   ¨☐   ¨☐      04 - Ernie Herrman ☐ ☐ ☐   05 - Ernie Herrman ¨ ¨ ¨ 06 - Michael F. Hines   ¨☐   ¨☐   ¨☐        0706 - Amy B. Lane   ¨☐   ¨☐   ¨☐      07 - Carol Meyrowitz ☐ ☐ ☐   08 - Carol MeyrowitzJackwyn L. Nemerov   ¨☐   ¨☐   ¨☐   09 - John F. O’Brien   ¨☐   ¨☐   ¨☐         10 - Willow B. Shire   ¨☐   ¨☐   ¨☐                    The Board recommends a voteFOR Proposals 2 and 3: For Against Abstain For Against Abstain 2. Ratification of appointment of PricewaterhouseCoopers as TJX’s independent registered public accounting firm for fiscal 2017. ¨ ¨ ¨ 3. Say-on-Pay: Advisory approval of TJX’s executive compensation. ¨ ¨ ¨   The Board recommends a voteAGAINST Proposals 4 and 5.     For   Against   Abstain                For   Against   Abstain 2.    Ratification of appointment of PricewaterhouseCoopers as TJX’s independent registered public accounting firm for fiscal 2019   ☐   ☐   ☐     3.    Advisory approval of TJX’s executive compensation (the say-on-pay vote)   ☐   ☐   ☐     B   Shareholder Proposals For Against Abstain For Against Abstain 4. Stockholder proposal for inclusion of diversity as a CEO performance measure. ¨ ¨ ¨ 5. Stockholder proposal for a review and summary report on executive compensation policies. ¨ ¨ ¨   B    The Board recommends a voteAGAINST Proposals 4, 5, and 6:        For   Against   Abstain                For   Against   Abstain 4.    Shareholder proposal for a report on compensation disparities based on race, gender, or ethnicity   ☐   ☐   ☐     5.    Shareholder proposal for amending TJX’s clawback policy   ☐   ☐   ☐ 6.    Shareholder proposal for a supply chain policy on prison labor   ☐   ☐   ☐             The TJX Companies, Inc. 2018 Annual Meeting of Shareholders Tuesday, June 5, 2018, 9:00 a.m. (local time) Hilton Garden Inn Montreal Centre-Ville 380 Sherbrooke St. West, Montreal, Quebec, H3A 0B1, Canada Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. You can view the Annual Report and Proxy Statement online at: www.envisionreports.com/TJX Your vote is important. Please vote online, by telephone, or by mail. q IF YOU HAVE NOT VOTED ONLINEOR VIA TELEPHONE, PLEASE VOTE, DATE, AND SIGN BELOW,q FOLD ALONG THE PERFORATION, AND DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. – – – – – – – – – – – – –  – – – – – – – – – – – – – – – – – – – –  – – – – – – – – – – – – – – – – – – – –  – – – – – – – – – – – – – – – – – – – Proxy — THE TJX COMPANIES, INC. + 2018 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting - June 5, 2018 Ernie Herrman, Scott Goldenberg, and Alicia C. Kelly, 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 2018 Annual Meeting of Shareholders of The TJX Companies, Inc. to be held at the Hilton Garden Inn Montreal Centre-Ville, 380 Sherbrooke St. West, Montreal, Quebec, H3A 0B1, Canada on Tuesday, June 5, 2018 at 9:00 a.m. (local time) and at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the Proxies subject to the directions indicated by the shareholder 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, 5, and 6. In their discretion, the Proxies are hereby authorized to vote upon such other business as may properly come before the meeting and any postponement or adjournment thereof. (Items to be voted appear on reverse side.)  C   Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Below Please sign exactly as your name(s) appear(s) on the books of the Company. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title to indicate the capacity in which you are signing. Date (mm/dd/yyyy) — Please print date below.   Signature 1 — Please keep signature within the box.   Signature 2 — Please keep     signature within the box.      /      /              ¢     1 U P X + 02CEAD The TJX Companies, Inc. 2016 Annual Meeting of Stockholders Tuesday, June 7, 2016, 9:00 a.m. Mountain Daylight Time Four Seasons Hotel Denver 1111 14th Street Denver, Colorado 80202 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 Your vote is important. Please vote by Internet, by telephone or by mail. q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Proxy — THE TJX COMPANIES, INC. + 2016 Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting - June 7, 2016 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 14th 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 by11:59 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. (Items to be voted appear on reverse side.)    CD      Non-Voting Items   Change of Address— Please print new address below.   Comments— Please print your comments below. ¡∎   IF VOTING BY MAIL, PLEASE COMPLETE BOTH SIDES OF THIS CARD. +