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![(TJX LOGO)](https://capedge.com/proxy/PRE 14A/0000950135-05-001954/b53077prb5307700.gif)
Sincerely, |
![]() | ![]() | |
Bernard Cammarata | Edmond J. English | |
Chairman of the Board | President and Chief Executive Officer |
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• | Election of directors. | |
• | Proposal to ratify appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. | |
• | Proposal to amend the Company’s Certificate of Incorporation to declassify the board of directors. | |
• | Three shareholder proposals if presented at the meeting. | |
• | Any other business properly brought before the meeting. |
By Order of the Board of Directors |
Secretary |
April , 2005
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Director since 2001
Member of the Audit and Finance Committees
Director since 1996
Chairman of the Executive Compensation Committee and member of the Audit Committee
Director since 1996
Lead Director and member of the Executive Committee
Director since 1995
Chairperson of the Corporate Governance Committee and member of the Executive Compensation Committee
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Director since 2001
Chairman of the Audit Committee
Director since 1989
Chairman of the Board and Chairman of the Executive Committee
Director since 1974
Member of the Executive, Executive Compensation and Corporate Governance Committees
Director since 1990
Member of the Audit and Corporate Governance Committees
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Director since 2000
Chairman of the Finance Committee
Director since 1999
Member of the Executive and Finance Committees
Director since 1995
Member of the Finance Committee
• | the director is, or has been within the last five years, an employee of TJX or an immediate family member is, or has been within the last five years, an officer of TJX; | |
• | the director has received, or has an immediate family member who has received, during any twelve-month period within the last five years, more than $100,000 in direct compensation from TJX, other than director and committee fees and pension or other forms of deferred compensation for prior service that is not contingent in any way on continued service; |
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• | the director or an immediate family member is a partner of the firm that is the internal or external auditor of TJX, the director is a current employee of such firm, the director has an immediate family member who is an employee of such firm and who participates in such firm’s audit, assurance or tax compliance (but not tax planning) practice; or the director or an immediate family member was within the last five years (but is no longer) a partner or an employee of such firm and who personally worked on TJX’s audit within that time; | |
• | the director or an immediate family member is, or has been within the last five years, employed as an executive officer of another company for which any of the current executive officers of TJX at the same time serves or served on the compensation committee of such other company; | |
• | the director is a current employee or an immediate family member is an executive officer of another company that has made payments to, or received payments from, TJX for property or services in an amount which, in any of the last five fiscal years, exceeds the greater of $1,000,000 or 2% of such other company’s consolidated gross revenues; and | |
• | the director is, or was during the last year, an officer, director or trustee of a charitable organization to which TJX’s annual contributions (excluding matching contributions) exceeded $50,000 per year during the last year. |
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Corporate | Executive | |||||||||||||||||||
Name | Audit | Governance | Executive | Compensation | Finance | |||||||||||||||
David Brandon | X | * | ||||||||||||||||||
Bernard Cammarata | X | * | ||||||||||||||||||
Gary L. Crittenden | X | * | ||||||||||||||||||
Gail Deegan | X | X | ||||||||||||||||||
Edmond J. English | X | X | ||||||||||||||||||
Dennis F. Hightower | X | X | * | |||||||||||||||||
Richard G. Lesser | X | |||||||||||||||||||
John F. O’Brien | X | |||||||||||||||||||
Robert F. Shapiro | X | X | X | |||||||||||||||||
Willow B. Shire | X | * | X | |||||||||||||||||
Fletcher H. Wiley | X | X | ||||||||||||||||||
Fiscal 2005 Meetings | 12 | 5 | 1 | 7 | 3 |
* | Chair |
• | reviewing with management, internal auditors and the independent auditors TJX’s quarterly and annual financial statements including the accounting principles and procedures applied in their preparation and any changes in accounting policies; | |
• | monitoring TJX’s 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 TJX’s compliance and ethics programs; | |
• | selecting or terminating the independent auditors, approving their compensation and evaluating the performance of the independent auditors, including the lead audit and reviewing partners; | |
• | establishing and maintaining procedures for receipt, retention and treatment of complaints, including the confidential and anonymous submission of complaints by employees, regarding accounting or auditing matters; | |
• | pre-approving all work by the independent auditors; and | |
• | reviewing other matters as the Board deems appropriate. |
• | approving the compensation of TJX’s executive officers and members of senior management, including awards of stock options, bonuses and other incentives; | |
• | determining the performance goals and performance criteria under TJX’s incentive plans; | |
• | approving the terms of employment of the executive officers of TJX; and | |
• | administering a number of TJX incentive plans, including our stock-based plans. |
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• | recommending director nominees to the Board; | |
• | developing and reviewing corporate governance principles; | |
• | reviewing practices and policies with respect to directors, including retirement policies, the size of the Board and the meeting frequency of the Board, and reviewing the functions, duties and composition of the committees of the Board; | |
• | recommending processes for the annual evaluations of the performance of the Board, the Chairman, the Lead Director, and each committee and its chair; | |
• | establishing performance objectives for the Chief Executive Officer and annually evaluating the performance of the Chief Executive Officer against such objectives; and | |
• | overseeing the maintenance and presentation to the Board of management’s plans for succession to senior management positions. |
• | reviewing and making recommendations to the Board with respect to financing plans and strategies, financial condition, capital structure, tax strategies, liabilities and payments, dividends, stock repurchase programs and insurance programs of TJX and its subsidiaries; |
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• | approving TJX’s cash investment policies, foreign currency exchange policies and capital investment criteria, and agreements for borrowing by TJX and its subsidiaries from banks and other financial institutions; and | |
• | reviewing investment policies, performance and actuarial status of TJX’s pension and other retirement benefit plans. |
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In thousands | 2005 | 2004 | ||||||
Audit | $ | 4,721 | $ | 2,158 | ||||
Audit Related | 538 | 706 | ||||||
Tax | 1,503 | 750 | ||||||
All other | — | — | ||||||
Total | $ | 6,762 | $ | 3,614 |
• | Audit fees were for professional services rendered for the audits of the TJX consolidated financial statements, financial statement schedule and statutory and subsidiary audits, consents, income tax provision procedures, and assistance with review of documents filed with the SEC, and, in fiscal 2005, opinions on management’s assessment of the effectiveness of internal controls over financial reporting and the effectiveness of internal controls over financial reporting. | |
• | Audit Related fees were for services related to consultations concerning financial accounting and reporting standards, advisory services in fiscal year 2004 related to internal controls, employee benefit plan audits and business review of acquisition candidates. | |
• | Tax fees were for services related to tax compliance; and tax planning and tax advice, including assistance with tax audits and appeals, tax services for employee benefit plans, preparation of tax returns for expatriate employees and requests for rulings or technical advice from tax authorities. |
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Audit Committee | |
David Brandon, Chairman | |
Gail Deegan | |
Dennis F. Hightower | |
Fletcher H. Wiley |
• | an annual retainer of $35,000. | |
• | fees of $1,500 per meeting for attendance at Board meetings ($4,500 for attendance at the annual three-day Board meeting). | |
• | fees of $1,250 per meeting for attendance at committee meetings (other than the Executive Committee). | |
• | an annual retainer of $7,500 for each Committee chair. | |
• | an annual retainer of $105,000 for the Lead Director. | |
• | a deferred share award representing $30,000 of common stock, together with deferred dividends. | |
• | a stock option with respect to 12,000 shares of common stock. | |
• | reimbursement for customary expenses for attending Board and committee meetings. |
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Percentage of | ||||||||
Number of | Outstanding | |||||||
Name | Shares(1) | Common Stock | ||||||
Arnold S. Barron | 302,501 | (2) | 0.1 | |||||
David Brandon | 43,000 | — | ||||||
Bernard Cammarata | 2,421,072 | (3)(4) | 0.5 | |||||
Donald G. Campbell | 705,702 | (2)(4) | 0.1 | |||||
Gary L. Crittenden | 45,000 | — | ||||||
Gail Deegan | 42,000 | — | ||||||
Edmond J. English | 1,461,215 | (2) | 0.3 | |||||
Dennis F. Hightower | 1,000 | (4) | — | |||||
Richard G. Lesser | 834,000 | 0.2 | ||||||
Peter A. Maich | 609,500 | (2) | 0.1 | |||||
Carol Meyrowitz | 75,000 | (2) | — | |||||
John F. O’Brien | 80,000 | — | ||||||
Robert F. Shapiro | 111,000 | — | ||||||
Willow B. Shire | 68,000 | — | ||||||
Alexander W. Smith | 257,058 | (2) | 0.1 | |||||
Fletcher H. Wiley | 71,200 | — | ||||||
All Directors, Nominees and Executive Officers as a group (17 persons) | 7,227,248 | 1.5 |
(1) | All directors and officers have sole voting and investment power except as indicated below. Includes shares of common stock which each of the following persons had the right to acquire on March 31, 2005 or within sixty days thereafter through the exercise of options: Mr. Barron (265,001), Mr. Brandon (36,000), Mr. Cammarata (1,521,000), Mr. Campbell (525,000), Mr. Crittenden (44,000), Ms. Deegan (36,000), Mr. English (860,000), Mr. Lesser (829,000), Mr. Maich (572,000), Mr. O’Brien (64,000), Mr. Shapiro (36,000), Ms. Shire (60,000), Mr. Smith (150,000), and Mr. Wiley (60,000) and all directors, nominees, and executive officers as a group (5,083,001). Excludes vested deferred shares payable in shares upon leaving the Board or upon a change of control: Mr. Brandon (3,282), Mr. Crittenden (4,894), Ms. Deegan (3,886), Mr. Hightower (8,550), Mr. O’Brien (8,348), Mr. Shapiro (15,523), Ms. Shire (9,036) and Mr. Wiley (15,017). |
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(2) | Includes shares that are subject to forfeiture restrictions: Mr. Barron (37,500), Mr. Campbell (75,000), Mr. English (400,000), Mr. Maich (37,500), Ms. Meyrowitz (75,000), Mr. Smith (93,750) and all directors, nominees, and executive officers as a group (793,750). |
(3) | Excludes 1,608 shares owned by Mr. Cammarata’s wife as to which Mr. Cammarata disclaims beneficial ownership, and includes 211,559 shares owned by trusts of which Mr. Cammarata is sole trustee. |
(4) | Includes shares owned by a charitable foundation of which the individual is a trustee or officer: Mr. Cammarata (162,464), Mr. Campbell (10,000) and Mr. Hightower (1,000). |
Percentage of | ||||||||
Number of | Class | |||||||
Name and Address of Beneficial Owner | Shares | Outstanding | ||||||
Capital Research & Management Co. | 48,820,000 | (1) | 10.1 | % | ||||
333 South Hope Street Los Angeles, CA 90071 | ||||||||
Ruane, Cunniff & Goldfarb, Inc. | 40,895,871 | (2) | 8.3 | % | ||||
767 Fifth Avenue New York, NY 10153-4798 |
(1) | Reflects no sole or shared voting power and sole dispositive power. |
(2) | Reflects sole voting power with respect to 21,359,281 shares, no shared voting power, and sole dispositive power with respect to all of the shares. |
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Compensation Philosophy |
• | attract and retain very talented individuals, | |
• | reward achievement of business objectives and financial goals, and | |
• | enhance shareholder value by achieving our short-term and long-term strategic objectives. |
• | base salaries that are competitive with salaries paid by peer companies, | |
• | short-term incentive programs tied to defined financial measures that our executives can influence, and | |
• | longer-term incentives designed to encourage strategic planning and execution. |
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Base Salary |
Short-Term Incentives |
Long-Term Incentives |
• | reward executives for achieving long-term pre-tax income goals over a three-year period, | |
• | provide retention incentives for executives, and | |
• | tie a significant portion of an executive’s total compensation to our long-term performance. |
• | level of responsibility and past performance, | |
• | total compensation strategy for mix of base salary, short-term incentives and long-term incentives, and other equity incentives granted, |
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• | contractual obligations, and | |
• | economic cost of options granted. |
Section 162(m) of the Internal Revenue Code of 1986 |
Executive Compensation Committee | |
Dennis F. Hightower, Chairman | |
Robert F. Shapiro | |
Willow B. Shire |
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Long-Term Compensation | |||||||||||||||||||||||||||||||||
Awards Granted | |||||||||||||||||||||||||||||||||
Payouts | |||||||||||||||||||||||||||||||||
Annual Compensation | |||||||||||||||||||||||||||||||||
Restricted | Long-Term | ||||||||||||||||||||||||||||||||
Other Annual | Stock | Securities | Incentive | All Other | |||||||||||||||||||||||||||||
Name and | Fiscal | Compensation | Awards($) | Underlying | Plan | Compensation | |||||||||||||||||||||||||||
Principal Position | Year(3) | Salary | Bonus(4) | (5) | (6) | Options | Payouts | (7) | |||||||||||||||||||||||||
Edmond J. English | 2005 | $ | 1,267,308 | $ | 833,762 | $ | 10,759 | — | 300,000 | $ | 531,440 | $ | 4,011 | ||||||||||||||||||||
President and Chief | 2004 | $ | 1,157,693 | $ | 847,952 | $ | 10,588 | $ | 9,400,000 | 300,000 | $ | 477,240 | $ | 3,936 | |||||||||||||||||||
Executive Officer | 2003 | $ | 1,000,000 | $ | 643,500 | $ | 9,781 | — | 300,000 | $ | 355,168 | $ | 3,936 | ||||||||||||||||||||
Arnold S. Barron | 2005 | $ | 668,077 | $ | 263,717 | $ | 10,882 | $ | 271,875 | 137,500 | $ | 212,576 | $ | 4,011 | |||||||||||||||||||
Senior Executive Vice | 2004 | $ | 632,308 | $ | 279,274 | $ | 10,666 | — | 125,000 | $ | 198,850 | $ | 3,936 | ||||||||||||||||||||
President, Group President | 2003 | $ | 578,270 | $ | 193,214 | $ | 8,294 | $ | 992,500 | 125,000 | $ | 188,955 | $ | 3,936 | |||||||||||||||||||
Donald G. Campbell | 2005 | $ | 775,000 | $ | 373,907 | $ | 10,882 | $ | 1,631,250 | 150,000 | $ | 300,468 | $ | 4,011 | |||||||||||||||||||
Senior Executive Vice | 2004 | $ | 776,827 | $ | 417,257 | $ | 10,356 | — | 225,000 | $ | 278,390 | $ | 3,936 | ||||||||||||||||||||
President-Chief | 2003 | $ | 721,923 | $ | 309,705 | $ | 6,235 | — | 225,000 | $ | 266,376 | $ | 3,936 | ||||||||||||||||||||
Administrative and Business Development Officer | |||||||||||||||||||||||||||||||||
Peter A. Maich | 2005 | $ | 753,846 | $ | 330,637 | $ | 10,882 | — | 150,000 | $ | 241,192 | $ | 4,011 | ||||||||||||||||||||
Senior Executive Vice | 2004 | $ | 722,404 | $ | 317,475 | $ | 10,649 | — | 150,000 | $ | 234,643 | $ | 3,936 | ||||||||||||||||||||
President, Group President | 2003 | $ | 664,135 | $ | 256,422 | $ | 6,078 | $ | 1,488,750 | 150,000 | $ | 226,016 | $ | 3,936 | |||||||||||||||||||
Carol Meyrowitz(1) | 2005 | $ | 890,770 | $ | 658,996 | $ | 10,461 | — | 225,000 | $ | 333,240 | $ | 4,011 | ||||||||||||||||||||
Former President of | 2004 | $ | 843,077 | $ | 455,114 | $ | 9,620 | — | 225,000 | $ | 278,390 | $ | 3,936 | ||||||||||||||||||||
Marmaxx Group | 2003 | $ | 767,308 | $ | 313,349 | $ | 9,620 | $ | 2,977,500 | 225,000 | $ | 201,552 | $ | 3,936 | |||||||||||||||||||
Alexander W. Smith(2) | 2005 | $ | 887,641 | $ | 419,045 | $ | $ | 815,625 | 187,500 | $ | 200,672 | $ | |||||||||||||||||||||
Senior Executive Vice | 2004 | $ | 617,164 | $ | 265,476 | $ | $ | 1,510,500 | 150,000 | $ | 154,524 | $ | |||||||||||||||||||||
President, Group President | 2003 | $ | 496,803 | $ | 212,852 | $ | — | 150,000 | $ | 109,555 | $ |
(1) | Ms. Meyrowitz resigned as Senior Executive Vice President and President of Marmaxx Group in January 2005 prior to the end of the fiscal year; she continues to provide services to the Company. |
(2) | For the periods in which Mr. Smith was paid in pounds sterling, his compensation has been converted to U.S. dollars at the average applicable exchange rate during the fiscal year. |
(3) | Fiscal 2004 was a 53-week year. |
(4) | Bonus consists of amounts paid pursuant to the Management Incentive Plan. |
(5) | Other Annual Compensation consists of tax reimbursements associated with car allowances. |
(6) | This column indicates the market value on the date of grant. In fiscal 2005, the following executives received performance-based restricted stock awards scheduled to vest as follows: Mr. Campbell (75,000 shares/ 4 years), Mr. Barron (12,500 shares/ 2 years) and Mr. Smith (37,500 shares/ 2 years). The aggregate holdings and market value of restricted stock on January 29, 2005 by the named executive officers are: Mr. English (400,000 shares/$9,936,000), Mr. Barron (37,500 shares/$931,500), Mr. Campbell (75,000 shares/$1,863,000), Mr. Maich (37,500 shares/$931,500), Ms. Meyrowitz (75,000 shares/$1,863,000) and Mr. Smith (93,750 shares/$2,328,750). Restricted stock generally vests over two to five years after the date of grant based on the passage of time or the achievement of performance goals. Restricted shares also vest on death, disability, change of control and some situations involving termination of employment. Regular dividends are paid on restricted stock. |
(7) | All Other Compensation for each of Messrs. English, Barron, Campbell and Maich and Ms. Meyrowitz includes Company contributions to TJX’s General Savings/ Profit Sharing Plan of $3,075 for calendar year 2004 and $3,000 for calendar years 2003 and 2002, and Company-paid amounts for life insurance in the amount of $936 for calendar years 2004, 2003 and 2002. |
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Individual Grants | ||||||||||||||||||||||||||||
Number of | Percent of | Potential Realizable Value at Assumed | ||||||||||||||||||||||||||
Securities | Total Options | Exercise or | Annual Rates of Stock Price | |||||||||||||||||||||||||
Underlying | Granted to | Base Price | Appreciation for Option Term(2) | |||||||||||||||||||||||||
Options | Employees in | (Per | Expiration | |||||||||||||||||||||||||
Name | Granted(1) | Fiscal Year | Share)(1) | Date | 0% | 5% | 10% | |||||||||||||||||||||
Edmond J. English | 300,000 | 2.3 | % | $ | 21.75 | 9/08/14 | $ | 0 | $ | 4,103,537 | $ | 10,399,170 | ||||||||||||||||
Arnold S. Barron | 137,500 | 1.1 | % | $ | 21.75 | 9/08/14 | $ | 0 | $ | 1,880,788 | $ | 4,766,286 | ||||||||||||||||
Donald G. Campbell | 150,000 | 1.2 | % | $ | 21.75 | 9/08/14 | $ | 0 | $ | 2,051,769 | $ | 5,199,585 | ||||||||||||||||
Peter A. Maich | 150,000 | 1.2 | % | $ | 21.75 | 9/08/14 | $ | 0 | $ | 2,051,769 | $ | 5,199,585 | ||||||||||||||||
Carol Meyrowitz | 225,000 | 1.8 | % | $ | 21.75 | 9/08/14 | $ | 0 | $ | 3,077,653 | $ | 7,799,377 | ||||||||||||||||
Alexander W. Smith | 187,500 | 1.5 | % | $ | 21.75 | 9/08/14 | $ | 0 | $ | 2,564,711 | $ | 6,499,481 | ||||||||||||||||
All Optionees(3) | 12,828,420 | 100.0 | % | $ | 21.7563 | $ | 0 | $ | 175,523,833 | $ | 444,811,854 | |||||||||||||||||
All Shareholders(4) | 480,699,154 | $ | 0 | $ | 6,577,127,800 | $ | 16,667,733,184 | |||||||||||||||||||||
All Optionee Gains as % of All Shareholders Gain | 2.7 | % | 2.7 | % |
(1) | All options were granted with an exercise price equal to the closing price on the New York Stock Exchange on the day of grant. Options vest in equal annual installments over three years, beginning on the first anniversary of the grant date. All options vest upon a change of control. |
(2) | The dollar amounts under these columns are the result of calculations at 0%, and at the 5% and 10% rates required by the SEC, and therefore are not intended to forecast possible future appreciation of TJX’s stock price at the end of ten years. |
(3) | The All Optionees example assumes the average price per share of all options granted during fiscal 2005 ($21.7563) for a ten-year term based on assumed annual stock price appreciation of 0%, 5% and 10%, respectively. |
(4) | No gain to the optionees is possible without an increase in stock price, which will benefit all shareholders commensurately. The All Shareholders example assumes the same price and ten-year term used in the All Optionees example and is based on the number of shares outstanding on January 29, 2005 of 480,699,154 but does not reflect dividends which may be received during the period shown. |
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Number of Securities | ||||||||||||||||||||||||
Underlying Unexercised | ||||||||||||||||||||||||
Options at Fiscal Year-End | Value of Unexercised | |||||||||||||||||||||||
Shares | In-The-Money Options | |||||||||||||||||||||||
Acquired on | at Fiscal Year-End(1) | |||||||||||||||||||||||
Exercise | Value | Exercisable | Unexercisable | |||||||||||||||||||||
Name | (# of Shares) | Realized | (# of Shares) | (# of Shares) | Exercisable | Unexercisable | ||||||||||||||||||
Edmond J. English | 133,332 | $ | 1,773,812 | 886,666 | 600,000 | $ | 6,548,124 | $ | 2,366,000 | |||||||||||||||
Arnold S. Barron | 26,998 | $ | 321,824 | 265,001 | 262,499 | $ | 1,642,772 | $ | 1,024,453 | |||||||||||||||
Donald G. Campbell | 100,000 | $ | 994,483 | 525,000 | 375,000 | $ | 3,310,500 | $ | 1,542,750 | |||||||||||||||
Peter A. Maich | 176,000 | $ | 2,456,210 | 572,000 | 300,000 | $ | 5,033,030 | $ | 1,183,000 | |||||||||||||||
Carol Meyrowitz(2) | 525,000 | $ | 3,161,198 | 0 | 450,000 | $ | 0 | $ | 1,774,500 | |||||||||||||||
Alexander W. Smith | 140,000 | $ | 964,941 | 150,000 | 337,500 | $ | 734,000 | $ | 1,298,875 |
(1) | The value of unexercised in-the-money options was calculated based on $24.84, the closing price of TJX’s common stock as of January 29, 2005, the last day of the fiscal year, less the exercise price of the options. |
(2) | Ms. Meyrowitz’s previously awarded stock options under our Stock Incentive Plan will continue to vest in accordance with their original terms through September 30, 2005. |
Fiscal Year | Estimated Future Payouts Under | |||||||||||||||
Performance | Non-Stock Price-Based Plan | |||||||||||||||
Period Until | ||||||||||||||||
Name | Payout | Threshold ($) | Target ($) | Maximum ($) | ||||||||||||
Edmond J. English | 2005-2007 | $ | 0 | $ | 975,000 | $ | 1,462,500 | |||||||||
Arnold S. Barron | 2005-2007 | $ | 0 | $ | 305,000 | $ | 457,500 | |||||||||
Donald G. Campbell | 2005-2007 | $ | 0 | $ | 387,500 | $ | 581,250 | |||||||||
Peter A. Maich | 2005-2007 | $ | 0 | $ | 380,000 | $ | 570,000 | |||||||||
Alexander W. Smith | 2005-2007 | $ | 0 | $ | 462,500 | $ | 693,750 |
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Estimated Annual Retirement Benefits | ||||||||||||||
for Years of Service Indicated(2) | ||||||||||||||
Average | ||||||||||||||
Annual Earnings(1) | 10 Years | 15 Years | 20 Years or More | |||||||||||
$ | 100,000 | $ | 25,000 | $ | 37,500 | $ | 50,000 | |||||||
150,000 | 37,500 | 56,250 | 75,000 | |||||||||||
200,000 | 50,000 | 75,000 | 100,000 | |||||||||||
300,000 | 75,000 | 112,500 | 150,000 | |||||||||||
400,000 | 100,000 | 150,000 | 200,000 | |||||||||||
500,000 | 125,000 | 187,500 | 250,000 | |||||||||||
600,000 | 150,000 | 225,000 | 300,000 | |||||||||||
800,000 | 200,000 | 300,000 | 400,000 | |||||||||||
1,000,000 | 250,000 | 375,000 | 500,000 | |||||||||||
1,200,000 | 300,000 | 450,000 | 600,000 | |||||||||||
1,400,000 | 350,000 | 525,000 | 700,000 | |||||||||||
1,600,000 | 400,000 | 600,000 | 800,000 |
(1) | Average Annual Earnings includes salary and short-term bonuses and is based on the highest compensation during five of the last ten years of employment. Mr. Smith’s SERP benefit is determined by reflecting a reduction for employer-funded U.K. benefits, converted to dollars using an agreed-upon exchange rate of $1.8196 per pound sterling for benefits attributable to company contributions prior to July 1, 2004. |
(2) | As of January 29, 2005, the years of service for the following executive officers under SERP are as follows: Mr. English, 22 years; Mr. Barron, 25 years; Mr. Campbell, 31 years; Mr. Maich, 20 years; Ms. Meyrowitz, 19 years; and Mr. Smith, 10 years. |
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1. | All workers have the right to form and join trade unions and to Bargain collectively. (ILO Conventions 87 and 98; UN Norms, section D9). | |
2. | Workers representatives shall not be the subject of discrimination and shall have access to all workplaces necessary to enable them to carry out their representation functions. (ILO Convention 135; UN Norms, section D9) | |
3. | There shall be no discrimination or intimidation in employment. Equality of opportunity and treatment shall be provided regardless of race, color, sex, religion, political opinion, age, nationality, social origin or other distinguishing characteristics. (ILO Conventions 100 and 111; UN Norms, section B2). | |
4. | Employment shall be freely chosen. There shall be no use of force, including bonded or prison labor. (ILO Conventions 29 and 105; UN Norms, section D5). | |
5. | There shall be no use of child labor. (ILO Convention 138; UN Norms, section D6), and, |
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• | The private label sourcing system. | |
• | Monitoring systems for private label products, including consulting relationships and percent of facilities currently monitored. | |
• | Findings and responses in summary form regarding non-compliance in facilities. | |
• | Policies relating to name brand sourcing. | |
• | Work TJX is doing to partnership with industry groups and opportunities available for constructive partnerships. | |
• | Long term goals and challenges relating to product sourcing and human rights.” |
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2. | Number, Election and Terms of Directors. Except as otherwise fixed pursuant to the provisions of Article FOURTH hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under the specified circumstances, the number of directors of the Corporation shall be fixed from time to time by or pursuant to the by-laws. | |
4. | Newly Created Directorships and Vacancies. Except as otherwise fixed pursuant to the provisions of Article FOURTH hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office | |
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THE TJX
COMPANIES, INC.
YOUR VOTE IS IMPORTANT
VOTE BY INTERNET / TELEPHONE
24 HOURS A DAY, 7 DAYS A WEEK
INTERNET | TELEPHONE | |||||||||||||
https://www.proxyvotenow.com/tjx | 1-866-252-6933 | |||||||||||||
• | Go to the website address listed | OR | • | Use any touch-tone telephone. | OR | • | Mark, sign and date your proxy | |||||||
above. | card. | |||||||||||||
• | Have your proxy card ready. | • | Have your proxy card ready. | • | Detach your proxy card. | |||||||||
• | Follow the simple instructions that appear on your computer screen. | • | Follow the simple recorded instructions. | • | Return your proxy card in the postage-paid envelope provided. | |||||||||
1-866-252-6933
6DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET6
Please Vote, Date and Sign | ||||
Below and Return Promptly | x | |||
in the Enclosed Envelope. | Votes MUST be indicated | |||
(x) in Black or Blue ink. |
The Board of Directors recommends a vote FOR the Election of Directors.
1. Election of Directors.
FORall nominees listed below | o | WITHHOLD AUTHORITYto vote for all nominees listed below | o | *EXCEPTIONS | o | |||||||
Nominees: (01) Gail Deegan, (02) Dennis F. Hightower, (03) John F. O’Brien, (04) Willow B. Shire | ||||||||||||
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the “Exceptions” box and write that nominee’s name in the space provided below.) |
*Exceptions | ||||
The Board of Directors recommends a vote FOR Proposal 2 | ||||||
FOR | AGAINST | ABSTAIN | ||||
2. Ratification of appointment of PricewaterhouseCoopers LLP. | o | o | o | |||
Please sign exactly as your name(s) appear(s) on the books of the Company. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and when more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.
The Board of Directors recommends a vote FOR Proposal 3.
FOR | AGAINST | ABSTAIN | ||||||
3. | Amendment to Certificate of Incorporation to Declassify Board of Directors. | o | o | o | ||||
The Board of Directors recommends a vote AGAINST Shareholder Proposals 4, 5 and 6. | ||||||||
FOR | AGAINST | ABSTAIN | ||||||
4. | Shareholder Proposal regarding ILO standards code of conduct and independent monitoring. | o | o | o | ||||
5. | Shareholder Proposal regarding Board report on vendor compliance program. | o | o | o | ||||
6. | Shareholder Proposal regarding election of directors by majority vote. | o | o | o |
S C A N L I N E
Date Stockholder sign here | Co-Owner sign here |
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THE TJX COMPANIES, INC.
Please take note of the important information enclosed with this proxy card. Your vote counts and you are strongly encouraged to exercise your right to vote your shares.
Please vote on the internet or by telephone or by mail prior to the Annual Meeting of Stockholders to be held on June 7, 2005.
Thank you in advance for your prompt consideration of these matters.
THE TJX COMPANIES, INC.
ANNUAL MEETING OF STOCKHOLDERS — JUNE 7, 2005
The stockholder(s) whose signature(s) appear(s) on the reverse side of this Proxy Card hereby appoint(s) EDMOND J. ENGLISH, MARY B. REYNOLDS and JEFFREY G. NAYLOR, or any of them, each with full power of substitution, as proxies, to vote at the Annual Meeting of Stockholders of The TJX Companies, Inc. (the “Company”) to be held at the Company’s corporate office, 770 Cochituate Road, Framingham, Massachusetts on Tuesday, June 7, 2005 at 11:00 a.m., and any adjournment thereof, all the shares of Common Stock of the Company which the stockholder(s) could vote, if present, in such manner as the proxies may determine on any matters which may properly come before the meeting and to vote as specified on the reverse.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN.IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES, FOR PROPOSALS 2 AND 3 AND AGAINST SHAREHOLDER PROPOSALS 4, 5 and 6. THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT.THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
The Board of Directors recommends a vote FOR the Election of Directors, FOR Proposals 2 and 3 and AGAINST shareholder Proposals 4, 5 and 6.
Mark box at right if you have noted an address change. | o | |||||
THE TJX COMPANIES, INC. | ADDRESS CHANGE/COMMENTS | |||||
P.O. BOX 11323 | ||||||
NEW YORK, N.Y. 10203-0323 | ||||||
Mark box at right if you have noted comments. | o | |||||