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[TJX LOGO]
770 Cochituate Road
Framingham, Massachusetts 01701
April 27, 2001
Dear Stockholder:
We cordially invite you to attend our 2001 Annual Meeting on Tuesday, June
5, 2001, at 11:00 a.m. at FleetBoston, 100 Federal Street, Boston,
Massachusetts.
The proxy statement accompanying this letter describes the business we will
consider at the meeting. Your vote is important regardless of the number of
shares you own. Please read the proxy statement and complete, sign and return
your proxy promptly in the enclosed envelope.
We hope that you will be able to join us on June 5th.
Sincerely,
/s/ Bernard Cammarata /S/ Edmond J. English
BERNARD CAMMARATA EDMOND J. ENGLISH
Chairman of the Board President and Chief Executive Officer
Printed on Recycled Paper
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THE TJX COMPANIES, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 5, 2001
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The Annual Meeting of Stockholders of The TJX Companies, Inc. will be held
at FleetBoston, 100 Federal Street, Boston, Massachusetts, on Tuesday, June 5,
2001, at 11:00 a.m. for the following purposes:
- To elect three Class I directors.
- To approve changes to the Stock Incentive Plan.
- To act on a shareholder proposal if presented at the meeting.
- To transact any other business properly brought before the meeting.
Stockholders of record at the close of business on April 16, 2001 are
entitled to notice of and to vote at the Annual Meeting.
By Order of the Board of
Directors
JAY H. MELTZER
Secretary
Framingham, Massachusetts
April 27, 2001
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
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THE TJX COMPANIES, INC.
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ANNUAL MEETING OF STOCKHOLDERS
JUNE 5, 2001
PROXY STATEMENT
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The Board of Directors of The TJX Companies, Inc., or TJX, is soliciting
your proxy for the 2001 Annual Meeting. A majority of the shares outstanding and
entitled to vote at the meeting is required for a quorum for the meeting.
- A plurality of the votes properly cast for the election of directors is
required to elect the nominated directors.
- The affirmative majority of the votes properly cast is required for
approval of Proposal 2 or 3.
If you sign and return your proxy, the shares represented by your proxy
will be voted in accordance with your directions. If you do not indicate
specific choices, your proxy will be voted for the election of the three
director nominees, for Proposal 2 and against Proposal 3. If a proxy or ballot
reflects a broker non-vote with respect to Proposal 3 (meaning shares held by
brokers or nominees as to which instructions have not been received from the
beneficial owners) or if a stockholder abstains or withholds authority to vote
on a matter, the shares will not be counted as having been voted on that
proposal but will be counted as in attendance at the meeting for purposes of a
quorum.
You may revoke your proxy at any time before it is voted. You can revoke
your proxy by:
- returning another signed proxy to TJX bearing a later date;
- delivering a written revocation to the Secretary of TJX; or
- attending the meeting and voting the shares represented by the proxy in
person.
You are entitled to receive notice of and to vote at the meeting if you are
a stockholder of record at the close of business on April 16, 2001. Each share
of common stock outstanding on the record date is entitled to one vote. There
were 278,380,012 shares of common stock outstanding and entitled to vote as of
the close of business on April 16, 2001.
This proxy statement, the enclosed proxy and the annual report for our
fiscal year ended January 27, 2001 are being first mailed to stockholders on or
about the date of the notice of meeting. Our address is 770 Cochituate Road,
Framingham, Massachusetts 01701.
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ELECTION OF DIRECTORS
The Board of Directors has voted to fix the number of directors at ten. The
Board of Directors is classified into three classes, as nearly equal in number
as possible, with the term of office of one class expiring each year. The
enclosed proxy will be voted to elect the nominees named below, unless otherwise
instructed, as Class I directors for a term of three years expiring at the 2004
Annual Meeting of Stockholders and until their respective successors are duly
elected and qualified. If any nominee should become unavailable, such proxy will
be voted either for a substitute nominee designated by the Board of Directors or
a lesser number of directors designated by the Board of Directors, unless
otherwise instructed. We do not anticipate that any of the nominees will become
unavailable. Arthur F. Loewy, who has been a director of TJX since 1989, is
retiring from the Board effective June 5, 2001. John M. Nelson, who has been a
director since 1993 and served as TJX's Chairman of the Board from 1995 to 1999,
is retiring from the Board at the end of his term of office which expires at the
Annual Meeting. Mr. Crittenden and Ms. Deegan were elected Directors by the
Board. The nominees as Class I directors, and the incumbent Class II and Class
III directors, are as follows:
NOMINEES AS CLASS I DIRECTORS -- TERMS EXPIRE 2004
GARY L. CRITTENDEN, 47.
Director since 2000.
Member of the Finance Committee.
Mr. Crittenden has been Executive Vice President and Chief Financial
Officer of American Express Company, a financial services company, since June
2000. Mr. Crittenden was Senior Vice President and Chief Financial Officer of
Monsanto Company, a life sciences company, from 1998 to April 2000. He had been
employed by Sears Roebuck & Co., a retail chain, as Executive Vice President and
Chief Financial Officer, 1998; President, Hardware Stores Division, 1996-1998;
and Executive Vice President, Strategy and Business Development, 1996. From 1994
to 1996, he was the Executive Vice President and Chief Financial Officer of
Melville Corp. Mr. Crittenden is a director of Ryerson Tull, Inc. and Wilsons
The Leather Experts Inc.
EDMOND J. ENGLISH, 48.
Director since 1999.
Member of the Executive and Finance Committees.
Mr. English has been Chief Executive Officer of TJX since April 2000 and
has been TJX's President since 1999. Mr. English has been employed by TJX since
1983. He was Chairman of The Marmaxx Group from April 2000 to January 2001,
Chief Operating Officer of TJX from 1999 to April 2000, Senior Vice President
and Group Executive from 1998 to 1999, Executive Vice President, Merchandising,
Planning and Allocation of The Marmaxx Group from 1997 to 1998, Senior Vice
President, Merchandising from 1995 to 1997, and held various merchandising
positions with TJX from 1983 to 1995.
RICHARD G. LESSER, 66.
Director since 1995.
Mr. Lesser has been Executive Vice President of TJX since 1991 and Chairman
of The Marmaxx Group since January 2001. Mr. Lesser has been employed by TJX
since 1981. He was President of The Marmaxx Group from 1995 to January 2001,
Chief Operating Officer of TJX from 1994 to 1999, Senior Vice President of TJX
from 1989 to 1991, President of the T.J. Maxx Division from 1986 to 1994, and
held various merchandising positions with TJX from 1981 to 1986. Mr. Lesser is a
director of Reebok International Ltd., A.C. Moore Arts & Crafts, Inc. and Dollar
Tree Stores, Inc.
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CLASS II DIRECTORS -- TERMS EXPIRE 2002
GAIL DEEGAN, 54.
Director since February 2001.
Member of the Audit and Finance Committees.
Ms. Deegan has been an Executive Vice President and the Chief Financial
Officer of Houghton Mifflin Co., a publishing company, since 1996. She was
employed by NYNEX (New England), a telecommunications provider, as Vice
President, Chief Financial Officer from 1991 to 1995 and Senior Vice President,
Regulatory and Government Affairs from 1995 to 1996.
DENNIS F. HIGHTOWER, 59.
Director since 1996.
Member of the Audit and Executive Compensation Committees.
Mr. Hightower served as Chief Executive Officer of Europe Online Networks,
S.A., a broadband interactive entertainment provider, from June 2000 to February
2001. Mr. Hightower was Professor of Management at the Harvard Business School
from July 1997 to June 2000 and a Senior Lecturer from July 1996 to July 1997.
He was employed by The Walt Disney Company from June 1987 to June 1996 serving
as President of Walt Disney Television & Telecommunications from 1995 to 1996,
President-Disney Consumer Products (Europe, Middle East and Africa) from 1991 to
1995, and held related executive positions in Europe from 1987 to 1991. He is a
director of The Gillette Company, Northwest Airlines, Inc., PanAmSat Corporation
and Phillips-Van Heusen Corporation.
JOHN F. O'BRIEN, 58.
Director since 1996.
Chairman of the Finance Committee and member of the Executive and Executive
Compensation Committees.
Mr. O'Brien has been Chief Executive Officer, President and a director of
Allmerica Financial Corporation (holding company) since 1995; Chief Executive
Officer, President and a director of First Allmerica Financial Life Insurance
Company (insurance company) since 1989; Chairman of the Board and director of
Allmerica Financial Life Insurance and Annuity Company (insurance company) since
1989; Chairman of the Board and Trustee of Allmerica Investment Trust
(investment company) since 1989; and Chairman of the Board and Trustee of
Allmerica Securities Trust (investment company) since 1989. Mr. O'Brien is also
a director of ABIOMED, Inc. and Cabot Corporation.
WILLOW B. SHIRE, 53.
Director since 1995.
Chairperson of the Committee on Directors and Corporate Governance and member of
the Executive Compensation Committee.
Ms. Shire has been an executive consultant with Orchard Consulting Group
since 1994. She was employed by Digital Equipment Corporation from 1976 to 1994,
holding various positions including Vice President and Officer, Health
Industries Business Unit from 1990 to 1994.
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CLASS III DIRECTORS -- TERMS EXPIRE 2003
BERNARD CAMMARATA, 61.
Director since 1989.
Chairman of the Board and member of the Executive Committee.
Mr. Cammarata has been Chairman of the Board of TJX since June 1999 and was
Chief Executive Officer from 1989 to April 2000. Mr. Cammarata was President of
TJX from 1989 to 1999 and Chairman of TJX's T.J. Maxx Division from 1986 to 1995
and of The Marmaxx Group from 1995 to April 2000. Mr. Cammarata was Executive
Vice President of TJX from 1986 to 1989, President, Chief Executive Officer and
a director of our former TJX subsidiary from 1987 to 1989, and President of
TJX's T.J. Maxx Division from 1976 to 1986.
ROBERT F. SHAPIRO, 66.
Director since 1974.
Chairman of the Executive Compensation Committee and member of the Committee on
Directors and Corporate Governance.
Mr. Shapiro has been a Partner of Klingenstein Fields & Co., L.L.C., an
investment advisory business, since June 1997 and has been President of RFS &
Associates, Inc., an investment and consulting firm, since 1988. He was
Co-Chairman of Wertheim Schroder & Co. Incorporated, investment bankers, from
1986 to 1987, and was President of Wertheim & Co., Inc., from 1975 to 1987. Mr.
Shapiro is a director of The Burnham Fund, Inc. and Genaera Corporation. He is a
past Chairman of the Securities Industry Association.
FLETCHER H. WILEY, 58.
Director since 1990.
Chairman of the Audit Committee and member of the Committee on Directors and
Corporate Governance.
Mr. Wiley has been a principal in, and the Executive Vice President and
General Counsel of, PRWT Services, Inc., a technology-oriented products and
services firm, since 1996 and is of counsel with the law firm, Schnader Harrison
Goldstein & Manello, the successor to the firm where he was a senior partner
from 1993 to 1996. Mr. Wiley was a partner at the law firm Fitch, Wiley, Richlin
& Tourse, P.C. and its predecessor firm from 1979 to 1993.
THE BOARD AND ITS COMMITTEES
The Audit Committee performs the following functions:
- reviews with management, the internal audit group 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;
- reviews TJX's system of internal control and accounting practices;
- oversees the internal and external audit process, including the scope and
implementation of the annual audit;
- reviews matters relating to compliance with our policies, laws and
regulations;
- recommends to the Board the appointment of the independent auditors;
- evaluates the performance and independence of the independent auditors;
and
- reviews other matters as the Board deems appropriate.
The Audit Committee held five meetings during fiscal 2001. The charter of the
Audit Committee was approved by the Board of Directors in June 2000 and is
included as Exhibit A to this proxy statement.
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The Executive Compensation Committee, or the ECC, reviews salary policies
and compensation of officers and other members of management. It also approves
compensation plans and compensation of some of our officers and members of
senior management. In addition, the ECC administers a number of our incentive
plans, including our stock-based plans. The ECC held three meetings during
fiscal 2001.
The Committee on Directors and Corporate Governance, or the Governance
Committee, reviews with the Board our practices and policies with respect to
directors, including retirement policies and compensation for non-employee
directors, the size of the Board, the ratio of employee directors to non-
employee directors, the meeting frequency of the Board and the structure of
Board meetings. The Governance Committee also performs the following functions:
- reviews the functions, duties and composition of Board committees and
compensation for committee members;
- insures that the Company maintains policies with respect to significant
issues of corporate public responsibility;
- recommends to the Board processes for evaluating the performance of the
Board, the Chairman of the Board and the Chief Executive Officer;
- insures that management maintains and presents to the Board plans for
succession to senior management positions; and
- recommends qualified candidates to the Board for election as directors.
The Governance Committee will consider nominees for directors who are
recommended by stockholders if the recommendation is in writing and is filed
with our Secretary on a timely basis. The Governance Committee held six meetings
during fiscal 2001.
The Executive Committee has the authority to act for the Board of Directors
on most matters during the intervals between meetings of the Board. The
Executive Committee held one meeting during fiscal 2001.
The Finance Committee reviews and makes recommendations to the Board
regarding financial matters, including:
- our financial condition, financing plans, borrowing and investment
policies, financial strategies, capital investment criteria, dividend
policy and capital structure;
- tax liabilities and payments;
- the sale and pricing of our securities;
- the oversight of our pension and benefit plans;
- our insurance program; and
- our foreign exchange policies.
The Finance Committee held three meetings during fiscal 2001.
The Board of Directors held seven meetings during fiscal 2001. Each
director attended at least 75% of all meetings of the Board and committees of
which he or she is a member.
AUDIT COMMITTEE REPORT
We operate in accordance with a written charter adopted by the Board of
Directors. We assist the Board in fulfilling its responsibility for oversight of
the quality and integrity of TJX's accounting, auditing and financial reporting
practices. Our committee is composed solely of members who are independent, as
defined by the New York Stock Exchange, and who have no relationship to TJX that
may interfere with the exercise of our independence from TJX and its management.
Further, all of our members possess financial literacy, and some of our members
possess accounting or related financial management expertise.
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The committee met five times during fiscal 2001. In addition, our chairman,
acting as our representative, met with TJX's chief financial officer, corporate
controller and independent auditors prior to the public release of each of TJX's
quarterly earnings announcements in order to discuss the interim financial
information contained in the announcement.
We took numerous actions in order to discharge our oversight responsibility
with respect to the audit process. We obtained from the independent auditors a
formal written statement describing all relationships between the auditors and
TJX that might bear on the auditors' independence, consistent with Independence
Standards Board Standard No. 1, "Independence Discussions with Audit
Committees." We also discussed with the auditors any relationships that may
impact their objectivity and independence; and we considered whether the
provision of non-audit services was compatible with maintaining the auditors'
independence. We were satisfied as to the auditors' independence. We also
discussed with management, the internal auditors, and the independent auditors
the quality and adequacy of TJX's internal controls and the internal audit
function's organization, responsibilities, budget and staffing. We reviewed with
both the independent and internal auditors their audit plans, audit scope and
identification of audit risks.
We discussed and reviewed with the independent auditors all communications
required by generally accepted auditing standards, including those described in
Statement on Auditing Standards No. 61, as amended, "Communication with Audit
Committees," and, with and without management present, discussed and reviewed
the results of the independent auditors' examination of the financial
statements. We also discussed the results of the internal audit examinations
both with and without management present.
We received the following information concerning the fees of the
independent auditors for the fiscal year ended January 27, 2001, and have
considered whether the provision of these services is compatible with
maintaining the independence of the independent auditors:
- - Audit Fees (including review of 10-Qs)...................... $1,056,000
- - Financial Information Systems Design and Implementation -0-
Fees........................................................
- - All Other Fees.............................................. $1,856,000
We reviewed the audited financial statements of TJX as of and for the
fiscal year ended January 27, 2001 with management and the independent auditors.
Management has the responsibility for the preparation of TJX's financial
statements, and the independent auditors have the responsibility for the
examination of those statements.
Based on these reviews and discussions with management and the independent
auditors, we recommended to the Board that TJX's audited financial statements be
included in its Annual Report on Form 10-K for the fiscal year ended January 27,
2001 for filing with the Securities and Exchange Commission. We also recommended
the reappointment of the independent auditors; and the Board approved this
recommendation.
Audit Committee
Fletcher H. Wiley, Chairman
Gail Deegan
Dennis F. Hightower
Arthur F. Loewy
John M. Nelson, ex-officio
COMPENSATION OF DIRECTORS
Non-employee directors receive an annual retainer of $30,000 (increased
from $25,000 paid in fiscal 2001) and fees of $1,250 for Board meetings and
$1,000 for committee meetings (other than the Executive Committee). Committee
chairs receive an annual fee of $5,000 (increased from $3,500 paid in fiscal
2001). Directors may participate in our General Deferred Compensation Plan.
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Under our deferred stock plan for non-employee directors, referred to as
the Deferred Stock Plan, we credit the account of each director who is not a
current or former employee of TJX with deferred shares representing $10,000 of
common stock each year. We will distribute common stock for the deferred shares
when the director leaves the Board.
Our 1993 Stock Option Plan for Non-Employee Directors provides annual
grants to each director who is not a current or former employee of TJX of
options to purchase 4,000 shares of common stock at fair market value of the
common stock on the date of grant. Each option expires after ten years and
becomes fully exercisable after one year. If the director dies or otherwise
ceases to be a director prior to the date the option becomes exercisable, the
option will immediately expire. Vested options remain exercisable for varying
periods of up to three years following termination of service as a director. In
some circumstances, options continue to vest during the exercise period
following retirement. Unvested options will become immediately exercisable
immediately prior to, and will terminate upon the consummation of various
corporate transactions. This plan has been terminated as to future grants
subject to the approval of the stockholders of the amendments to TJX's 1986
Stock Incentive Plan under Proposal 2.
BENEFICIAL OWNERSHIP
The following table shows as of March 30, 2001 the number of shares of TJX
common stock beneficially owned by each director, nominee and executive officer
named in the Summary Compensation Table and by all directors, nominees and
executive officers as a group.
PERCENTAGE OF
NUMBER OF OUTSTANDING
NAME SHARES(1) COMMON STOCK
- ---- ---------------- -------------
Bernard Cammarata....................................... 2,026,250(2) 0.7%
Donald G. Campbell...................................... 335,999(3) 0.1%
Gary L. Crittenden...................................... 500 --
Gail Deegan............................................. 2,000 --
Edmond J. English....................................... 235,763(3) 0.1%
Dennis F. Hightower..................................... 13,800 --
Richard G. Lesser....................................... 210,170 0.1%
Arthur F. Loewy......................................... 32,006(4) --
Peter Maich............................................. 143,340 0.1%
Carol Meyrowitz......................................... 47,282(3) --
John M. Nelson.......................................... 34,000 --
John F. O'Brien......................................... 22,000 --
Robert F. Shapiro....................................... 64,500(5) --
Willow B. Shire......................................... 18,000 --
Fletcher H. Wiley....................................... 21,600 --
All Directors, Nominees and Executive Officers as a
group (17 persons).................................... 3,261,226 1.2%
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(1) Includes shares of common stock which each of the following directors and
executive officers had the right to acquire on March 30, 2001 or within
sixty (60) days thereafter through the exercise of options: Mr. Cammarata
(1,525,000), Mr. Campbell (180,000), Mr. English (99,980), Mr. Hightower
(8,000), Mr. Lesser (210,170), Mr. Maich (143,340), Ms. Meyrowitz (16,670),
Mr. Nelson (18,000), Mr. O'Brien (14,000), Mr. Shapiro (10,000), Ms. Shire
(16,000), Mr. Wiley (20,000) and all directors, nominees and executive
officers as a group (2,298,510). Excludes vested deferred shares payable in
shares upon leaving the Board: Mr. Crittenden (494), Mr. Hightower (2,286),
Mr. Nelson (4,380), Mr. O'Brien (2,186), Mr. Shapiro (5,703), Ms. Shire
(2,524), and Mr. Wiley (5,454).
(2) Includes 132,446 shares owned by a foundation of which Mr. Cammarata is sole
trustee.
(3) Includes shares that are subject to forfeiture restrictions: Mr. Campbell
(100,000), Mr. English (125,000) and Ms. Meyrowitz (30,612).
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(4) Includes 542 shares owned by a foundation of which Mr. Loewy is a Trustee
and excludes 3,064 shares owned by Mr. Loewy's wife as to which Mr. Loewy
disclaims beneficial ownership.
(5) Includes 6,000 shares of common stock owned by a foundation of which Mr.
Shapiro is a Vice President and Chairman of the Board.
As of March 30, 2001, based on information filed with the Securities and
Exchange Commission, the persons known to us to beneficially own five percent or
more of our outstanding voting stock are as follows:
PERCENTAGE OF
NUMBER OF CLASS
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OUTSTANDING
- ------------------------------------ ------------ -------------
FMR Corp................................................. 20,706,628(1) 7.4%
Edward C. Johnson 3d
Abigail P. Johnson
82 Devonshire Street
Boston, MA 02109
Ruane, Cuniff & Co., Inc................................. 21,185,973(2) 7.6%
767 Fifth Avenue
New York, NY 10153-4798
Vanguard Windsor Funds - Vanguard Windsor Fund........... 19,511,200(3) 7.0%
Post Office Box 2600
Valley Forge, PA 19482-2600
Wellington Management Company, LLP....................... 18,658,200(4) 6.7%
75 State Street
Boston, MA 02109
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(1) Reflects (directly or indirectly) sole dispositive power over all shares,
sole voting power over 458,982 shares and no shared voting power, and shares
held principally by Fidelity Management & Research Company, a wholly-owned
investment adviser, and other investment companies and institutional
accounts managed by subsidiaries of FMR Corp. The family of Edward C.
Johnson 3d, including Mr. Johnson and Abigail P. Johnson, a director, and
trusts for the family members' benefit may be deemed to form a controlling
group with respect to FMR Corp.
(2) Reflects sole voting power with respect to 12,893,575 shares, no shared
voting power, sole dispositive power with respect to 13,292,173 shares and
shared dispositive power with respect to 7,893,800 shares.
(3) Reflects sole voting power and shared dispositive power with respect to all
shares.
(4) Reflects no sole voting power, shared voting power with respect to 30,100
shares and shared dispositive power with respect to all shares.
PROPOSAL 2
INCREASED SHARE AUTHORIZATION AND OTHER
AMENDMENTS TO STOCK INCENTIVE PLAN
The Board of Directors believes that equity incentives are important in
motivating key associate performance. We have used stock options and other
stock-based awards as part of our overall compensation programs for many years.
The Board of Directors believes that this contributes to our success by aligning
the interests of our key associates with those of stockholders.
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PROPOSED AMENDMENTS TO TJX'S STOCK INCENTIVE PLAN
On April 11, 2001 the Board of Directors amended and restated the 1986
Stock Incentive Plan, renaming it the Stock Incentive Plan, which we refer to as
the Incentive Plan. The following changes to the Incentive Plan are subject to
stockholder approval:
- an increase of 12,500,000 shares in the number of shares authorized to be
delivered under awards;
- an expansion of eligibility to permit non-employee directors to be
granted awards under the Incentive Plan instead of options under our
separate director plan, which will be terminated;
- a change to require stockholder approval of any amendment that would
result in a reduction in the exercise price of an option or jeopardize
the qualification of an award intended to qualify as an incentive stock
option or as exempt performance based compensation under Section 162(m)
of the Internal Revenue Code, or Code.
As of April 11, 2001, 13,065,529 shares of common stock were subject to
outstanding grants and 8,707,871 shares remained available for future grants
under the Incentive Plan. The addition of 12,500,000 shares to the Incentive
Plan will provide a sufficient number of shares to enable TJX to continue to
make awards for several years. The Board recognizes that option grants and other
equity incentives, while important to motivate key associates and remain
competitive, also represent potential dilution. Our stock repurchase programs
mitigate the effects of dilution. We completed our $750 million share repurchase
program in 2000 and authorized a new $1 billion share repurchase program. During
the three years ended January 27, 2001, we repurchased $1,386,406,655 of TJX
stock, retiring 61,443,300 shares. On April 11, 2001, the closing price of TJX's
common stock on the New York Stock Exchange Composite Transactions tape was
$29.40.
We may not be able to continue to grant stock-based awards at competitive
levels if the stockholders do not approve this proposal. This would have a
negative affect on our ability to hire and retain highly qualified individuals,
including directors.
SUMMARY OF THE INCENTIVE PLAN
The following is a summary of the Incentive Plan.
The Incentive Plan permits the granting of a variety of stock and
stock-based awards. The Incentive Plan is presently administered by the
Executive Compensation Committee of the Board of Directors. Only common stock
may be issued under the Incentive Plan.
Full-time or part-time officers and other key employees of TJX or its
subsidiaries who are responsible for or contribute to TJX's management, growth
or profitability and who are selected by the ECC are eligible to participate in
the Incentive Plan. Subject to stockholder approval, the Incentive Plan has also
been amended to extend eligibility for awards to non-employee directors of TJX,
including directors who are former employees of TJX. As of April 11, 2001,
approximately 3,400 persons were eligible to receive awards under the Incentive
Plan. Persons who are not employees of TJX or a subsidiary are not eligible to
receive grants of incentive options. The Incentive Plan generally limits the
terms of awards to 10 years and prohibits the granting of awards after April 8,
2007. The total number of shares issuable under the Incentive Plan is not
reduced by awards and shares which are forfeited, reacquired by TJX or satisfied
by a cash payment or otherwise without any common stock being issued.
Stock Options. The ECC may grant incentive options, which are
non-transferable stock options that qualify as incentive stock options under the
Code, and non-statutory options, which are stock options that do not qualify as
incentive stock options. Non-statutory options are non-transferable except as
provided by the ECC. The ECC may provide that upon exercise of an option the
participant will receive shares free from restrictions or instead will receive
shares subject to restrictions or shares deliverable on a deferred basis, as
described below. The ECC determines the exercise price of each option, but the
exercise price may not be less than 100% of the fair market value of TJX's
common stock on the date of the grant of the option.
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The ECC determines the term of each option, which may not exceed 10 years
from the date of grant (10 years and one day in the case of non-statutory
options), and the time or times each option may be exercised. The ECC may
accelerate the exercisability of options at any time. Options that were
exercisable at the time a person's employment is terminated due to normal
retirement, disability or death may be exercised for an extended period of up to
five years, unless the option expires earlier pursuant to its terms. If a
person's employment is terminated due to retirement at or after age 60 and the
person was employed with TJX for at least 20 years, or at or after age 65 if the
person was employed by TJX for at least ten years, his or her options will
continue to vest and become exercisable over a period of three years on the same
basis as if the person to whom the option was granted had not retired and will
remain exercisable for an extended period, unless the option terminates on an
earlier date pursuant to its terms. If death occurs in the last year of the
post-retirement or post-disability exercise period, in general, the exercise
period will be extended to one year following death. If a person's employment is
terminated for any reason other than retirement, disability or death, his or her
options that were exercisable at the time employment terminated may be exercised
for three months following termination (or such longer period of up to three
years as the ECC determines at or after the grant date), unless the option
terminates on an earlier date pursuant to its terms. If a person's employment is
terminated for cause, his or her options cease to be exercisable.
The Incentive Plan has been amended to provide, subject to stockholder
approval, that except as the Board of Directors may otherwise determine,
non-employee directors will be awarded annual grants of non-statutory options
that will vest, in general, one year after the date of grant. To the extent that
these options are exercisable when a director leaves the Board of Directors,
they will remain exercisable for five years or until the stated term of the
option, if earlier. If the director dies, however, holding an option within the
last year of the five-year post-retirement period, the exercise period generally
will be extended to one year following the director's death.
Holders of options granted under the Incentive Plan may pay the exercise
price by certified or bank check or other instrument that the ECC has decided is
an acceptable method of payment, or by cashless exercise through a broker. In
addition, the ECC may permit holders of options granted under the Incentive Plan
to pay the exercise price by delivering shares of unrestricted common stock,
valued at their fair market value on the exercise date at an amount equal to the
exercise price of the option.
No Option Repricing. Under the Incentive Plan, the exercise price of stock
options may not be reduced without stockholder approval.
Individual Limit on Option Awards. The Incentive Plan limits the number of
shares subject to options that can be granted to any participant during any
three-year period to 4,000,000 shares.
Other Stock-Based Awards. The ECC may award restricted stock under the
Incentive Plan, which are non-transferable shares of common stock subject to
restrictions. Although the ECC determines vesting schedules, the Incentive Plan
requires that restricted stock grants vest over at least three years. Some
restricted stock awards, however, may vest in less than three years, including
grants of performance shares (but not in less than one year), shares vesting in
equal annual installments over three years and additional shares (taking into
account any such shares granted after September 8, 1993) not exceeding 800,000
shares in the aggregate. The ECC may waive any restrictions on restricted stock
at any time. Except as provided in the award, if the employment of a participant
holding shares of restricted stock is terminated for any reason (including
death) prior to the lapse or waiver of the restrictions on his or her restricted
stock, we may repurchase the shares for the price paid for the shares, if any,
or require the participant to forfeit the shares.
The ECC may also grant unrestricted stock, stock deliverable on a deferred
basis, and other awards of, or based on, common stock, subject to such terms and
conditions as the ECC may determine. A recipient of any of these awards,
including a restricted stock award, will have the rights of a shareholder only
as to shares (including restricted shares) actually delivered under the award.
Performance Awards. The ECC may grant non-transferable performance awards
consisting of cash or shares of TJX's common stock or a combination. The ECC
determines the conditions to which the
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performance awards are subject, such as the achievement of specified performance
goals over a fixed period of time. The ECC may grant performance awards by
themselves or in connection with stock options or other awards under the
Incentive Plan. No more than 6,300,000 shares may be issued under restricted
stock or performance awards after June 3, 1997.
Under the Incentive Plan, the ECC may not grant performance awards to any
participant during any three-year period of more than 4,000,000 shares of common
stock. The Incentive Plan also requires that awards intended to qualify for the
Section 162(m) exemption be based on attainment of performance goals established
by the ECC, which must be based on any one or more of the following performance
criteria:
- sales, revenues, assets, or expenses;
- earnings, income or margins, before or after deduction for all or any
portion of interest, taxes, depreciation, or amortization, whether or not
on a continuing operations and aggregate or per share basis;
- return on investment, capital, assets, sales or revenues; and
- stock price.
Dividends and Deferrals. The ECC may require or permit the immediate
payment or the waiver, deferral or investment of dividends paid on awards under
the Incentive Plan and amounts equal to dividends which would have been paid if
shares subject to an award had been outstanding, and may permit participants to
make elections to defer the receipt of benefits under the Incentive Plan. The
ECC may also provide for the accrual of interest or dividends on amounts
deferred under the Incentive Plan on such terms as the ECC may determine.
Adjustments. The ECC is required to make appropriate adjustments in
connection with outstanding awards to reflect stock dividends, stock splits and
similar events and extraordinary dividends, distributions or restructurings. In
the event of a merger, liquidation or similar event, the ECC in its discretion
may provide for substitution or adjustments or may accelerate or, upon payment
or other consideration for the vested portion of any awards as the ECC deems
equitable in the circumstances, terminate such awards (subject to the provisions
described under "Change of Control" below).
Amendment and Termination. The Board of Directors may at any time amend or
discontinue the Incentive Plan, and the ECC may at any time amend or cancel
awards for the purpose of satisfying changes in the law or for any other lawful
purpose. However, no such action may adversely affect any rights under
outstanding awards without the holder's consent. The Incentive Plan currently
requires stockholder approval for amendments that would reduce the exercise
price of previously granted options or that would cause the Incentive Plan to
fail to satisfy any incentive stock option rules or any stockholder approval
requirements under Rule 16b-3 under the Exchange Act. The Incentive Plan has
been amended, subject to stockholder approval, to require stockholder approval
for amendments that would result in a reduction in the exercise price of options
or that would jeopardize the qualification of an award intended to qualify (and
to continue to qualify) as an incentive stock option or as exempt performance
based compensation under Section 162(m) of the Code.
Change of Control. The Incentive Plan provides that, in the event of a
change of control of TJX, unless otherwise expressly provided at the time of
grant, all stock options will become immediately exercisable and restrictions
and conditions on other awards, including conditions on the vesting of shares
and the exchange or conversion of securities for common stock, will
automatically be deemed satisfied. In addition, at any time prior to or after a
change of control, the ECC may accelerate awards and waive conditions and
restrictions on any awards to the extent it may determine to be appropriate.
FEDERAL TAX EFFECTS
The following is a summary of some of the federal income tax consequences
of the issuance and receipt of options under the Incentive Plan under current
federal tax laws.
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Incentive Stock Options. In general, an optionee realizes no taxable
income upon the grant or exercise of an incentive option. However, the exercise
of an incentive option may result in an alternative minimum tax liability to the
optionee. With some exceptions, a disposition of shares purchased under an
incentive option within two years from the date of grant or within one year
after exercise produces ordinary income to the optionee (and a deduction to TJX)
equal to the value of the shares at the time of exercise less the exercise
price. Any additional gain recognized in the disposition is treated as a capital
gain for which TJX is not entitled to a deduction. If the optionee does not
dispose of the shares until after the expiration of these one and two-year
holding periods, any gain or loss recognized upon a subsequent sale is treated
as a long-term capital gain or loss for which TJX is not entitled to a
deduction.
Non-Statutory Options. In general, in the case of a non-statutory option,
the optionee has no taxable income at the time of grant but realizes income in
connection with exercise of the option in an amount equal to the excess (at time
of exercise) of fair market value of the shares acquired upon exercise over the
exercise price. A corresponding deduction is available to TJX. Upon a subsequent
sale or exchange of the shares, gain or loss is treated as capital gain or loss
for which TJX is not entitled to a deduction.
In general, an incentive option that is exercised more than three months
after termination of employment (other than termination by reason of death) is
treated as a non-statutory option. Incentive options are also treated as
non-statutory options to the extent they first become exercisable by an
individual in any calendar year for shares having a fair market value
(determined as of the date of grant) in excess of $100,000.
In general, Section 162(m) of the Code limits to $1,000,000 the deduction a
public corporation may claim for compensation paid in any year to any of TJX's
chief executive officer and up to four of its other most highly paid executive
officers. Performance-based compensation, including compensation resulting from
nondiscounted stock options, may qualify for exemption from this limit. Stock
options under the Incentive Plan are intended to be eligible for the performance
based compensation exemption under Section 162(m).
Under the so-called "golden parachute" provisions of the Code, the vesting
or accelerated exercisability of options and other awards in connection with a
change in control of TJX may be required to be valued and taken into account in
determining whether participants have received compensatory payments, contingent
on the change in control, in excess of certain limits. If these limits are
exceeded, a substantial portion of amounts payable to the participant, including
income recognized by reason of the grant, vesting or exercise of awards under
the Incentive Plan, may be subject to an additional 20% federal tax and may be
nondeductible to TJX.
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INCENTIVE PLAN BENEFITS
The ECC has full discretion to determine the number and amount of awards to
be granted to employees under the Incentive Plan, subject to the three-year
limitation on the total number of awards that may be granted to any employee.
Therefore, the future benefits or amounts that would be received by the
executive officers and the groups named in the table below under the Incentive
Plan are not determinable at this time. The following table shows the awards
that were granted to such executive officers and groups under the Incentive Plan
during TJX's 2001 fiscal year.
RESTRICTED
STOCK AWARDS STOCK OPTIONS
NAME AND POSITION (# OF SHARES) (# OF SHARES)
- ----------------- ------------- -------------
Bernard Cammarata(1)........................................ -- --
Chairman
Edmond J. English(2)........................................ -- 240,000
President and Chief Executive Officer
Donald G. Campbell.......................................... -- 132,000
Executive Vice President-Finance and Chief Financial
Officer
Richard G. Lesser........................................... -- 180,000
Executive Vice President, Chairman of
The Marmaxx Group
Peter A. Maich.............................................. -- 108,000
Executive Vice President,
Group Executive
Carol M. Meyrowitz.......................................... -- 84,000
Executive Vice President,
President of The Marmaxx Group
Executive Group............................................. -- 828,000
Non-Executive Director Group(3)............................. -- 28,000
Non-Executive Officer Employee Group........................ 10,000 4,321,905
- ---------------
(1) Mr. Cammarata did not participate in the Incentive Plan for fiscal 2001.
(2) Mr. English also received a share-based performance award under which he
could earn 125,000 shares of common stock.
(3) These awards were made under the 1993 Stock Option Plan for Non-Employee
Directors.
Your Board of Directors unanimously recommends a vote FOR the approval of
the amendments to the Incentive Plan.
SHAREHOLDER PROPOSAL 3
Some of our shareholders have submitted the proposal set forth below that
will be voted upon at the meeting if properly presented by its proponents. We
will furnish the names and addresses of the shareholders submitting the proposal
to any shareholder requesting such information.
SHAREHOLDER PROPOSAL
"WHEREAS, TJX Companies, Inc. operates a wholly-owned subsidiary in
Northern Ireland.
WHEREAS, the securing of a lasting peace in Northern Ireland encourages us
to promote means for establishing justice and equality;
WHEREAS, employment discrimination in Northern Ireland has been cited by
the International Commission of Jurists as one of the major causes of sectarian
strife in that country;
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WHEREAS, Dr. Sean MacBride, founder of Amnesty International and Nobel
Peace Laureate, has proposed several equal opportunity employment principles to
serve as guidelines for corporations in Northern Ireland. These include:
1. Increasing the representation of individuals from underrepresented
religious groups in the workforce, including managerial,
supervisory, administrative, clerical and technical jobs.
2. Adequate security for the protection of minority employees both at
the workplace and while traveling to and from work.
3. The banning of provocative religious or political emblems from the
workplace.
4. All job openings should be publicly advertised and special
recruitment efforts should be made to attract applicants from
under-represented religious groups.
5. Layoff, recall, and termination procedures should not, in practice
favor particular religious groupings.
6. The abolition of job reservations, apprenticeship restrictions and
differential employment criteria, which discriminate on the basis of
religion or ethnic origin.
7. The development of training programs that will prepare substantial
numbers of current minority employees for skilled jobs, including
the expansion of existing programs and the creation of new programs
to train, upgrade, and improve the skills of minority employees.
8. The establishment of procedures to assess, identify and actively
recruit minority employees with potential for further advancement.
9. The appointment of a senior management staff member to oversee the
company's affirmative action efforts and the setting up of
timetables to carry out affirmative action principles.
RESOLVED, Shareholders request the Board of Directors to:
1. Make all possible lawful efforts to implement and/or increase
activity on each of the nine MacBride Principles.
SUPPORTING STATEMENT
We believe that our company benefits by hiring from the widest available
talent pool. An employee's ability to do the job should be the primary
consideration in hiring and promotion decisions.
Implementation of the MacBride Principles by TJX Companies, Inc. will
demonstrate its concern for human rights and equality of opportunity in its
international operations.
Please vote your proxy FOR these concerns."
STATEMENT OF THE BOARD OF DIRECTORS IN OPPOSITION TO PROPOSAL NO. 3
TJX strongly supports the efforts to eliminate employment discrimination in
Northern Ireland. While we agree that fair employment practices are important to
the peace process in Northern Ireland, we believe that adopting the MacBride
Principles is unnecessary and potentially counter-productive for TJX.
Our operations in Northern Ireland consist of two retail stores operated by
our subsidiary T.K. Maxx. Our policy and practice in Northern Ireland and
worldwide are to provide equal opportunity employment in all locations without
regard to race, color, religion, sex, national origin, citizenship status, age,
disability or marital status. In accordance with these employment policies,
decisions regarding hiring, promotion and termination are based solely on
experience and qualifications without regard to religious or ethnic background.
Similarly, recruiting procedures are carried out to provide equal opportunity.
We cooperate fully with ongoing legislation efforts to eliminate employment
discrimination in Northern Ireland. Our T.K. Maxx operations in Northern Ireland
fully adhere to the standards of the Northern Ireland Fair Employment
legislation, as amended and updated by the Fair Employment and Treatment
(Northern Ireland) Order of 1998. In addition, T.K. Maxx is registered with, and
cooperates fully with, the Equality Commission for Northern Ireland (formerly
the Fair Employment Commission).
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We are concerned that adopting the MacBride Principles may undermine these
ongoing government efforts to eliminate employment discrimination in Northern
Ireland and our own policies providing for equal opportunity. We also fear that
the implementation of a rigid set of principles could lead to divisiveness and
unfairness in the workplace. By adopting the MacBride Principles, we would
become unnecessarily accountable to different sets of overlapping fair
employment guidelines for Northern Ireland. These guidelines may conflict,
making it difficult to determine what standard will best help us run our
business in Northern Ireland fairly.
Similar proposals on the MacBride Principles were submitted at the last two
Annual Meetings of Stockholders. Your Board of Directors opposed the proposal
each time, and each time it was soundly defeated. After re-examining the actions
called for by the proposal, your Board of Directors continues to believe that
implementation of the MacBride Principles is burdensome, unnecessary and
counterproductive and, as a result, is not in the best interests of TJX or its
employees in Northern Ireland.
RECOMMENDATION OF YOUR BOARD OF DIRECTORS
Your Board of Directors unanimously recommends a vote AGAINST approval of
Shareholder Proposal 3.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Executive Compensation Committee of the Board of Directors, or the ECC,
administers our executive compensation program. Each member of the ECC is a
non-employee director. The ECC is responsible for establishing salaries and
administering the incentive programs for our Chief Executive Officer, other
executive officers, key associates and managers.
Compensation Philosophy
We have designed our compensation program based on the philosophy that all
of our associates are important to our success, with our executive officers and
senior executives setting the direction of our business and having overall
responsibility for our results. Like other retailers, we operate in a highly
competitive and difficult economic environment. Accordingly, we have structured
our compensation to accomplish several goals:
- attract and retain very talented individuals;
- reward creativity in maximizing business opportunities; and
- enhance shareholder value by achieving our short-term and long-term
business objectives.
The ECC implements this compensation philosophy for its executives by
providing:
- base salaries that are competitive with salaries paid by other
retailers;
- short-term incentive programs tied to defined financial measures that
its executives can influence; and
- longer term incentives to encourage strategic planning and execution.
The ECC uses the services of outside compensation consultants to ensure
that TJX's total compensation program is competitive with those offered by our
major competitors and other predominantly retail companies. The ECC sets base
salary and annual bonus targets at approximately the median level of salary and
bonus of peer companies. In addition, the outside compensation consultants
review the total compensation offered by these peer companies and use this
information to assist the ECC with establishing a competitive long-term
compensation strategy tied to our income goal performance.
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Base Salary
In addition to the peer data discussed above, individual performance is
considered when approving base salaries for executive officers. The ECC bases
its evaluation on the achievement of corporate or divisional operating goals and
subjective criteria, as well as the Chief Executive Officer's evaluation of the
other executive officers. No specific weight is assigned to any particular
factor. Mr. Lesser, Mr. Campbell and Ms. Meyrowitz each have multi-year
employment arrangements negotiated on an arm's-length basis with the Board of
Directors. During fiscal 2001, Mr. Cammarata and Mr. English each entered into
new multi-year employment agreements negotiated on an arm's-length basis with
the Board of Directors. In negotiating these terms, the Board considered the
past and expected contributions and responsibilities of Mr. Cammarata and Mr.
English, compensation paid to chairmen and chief executive officers of
comparable companies and the advice of outside compensation consultants.
Short-Term Incentives
Our Management Incentive Plan encourages key associates and managers,
including executive officers, to achieve annual performance goals tied to
pre-tax income. The ECC establishes these goals early in each fiscal year. The
ECC also approves bonus targets for participants in the program, including
executives, based on their responsibilities. If our performance exceeds the
annual goals, participants can earn up to two times their bonus based on
performance above goals. If performance does not meet the annual performance
goals, the participants will either not receive any bonus payments or will
receive reduced payments, based on the percentage of the performance goals
achieved. Mr. Cammarata did not participate in the annual bonus plan during
fiscal 2001. The ECC set Mr. English's bonus target at 60% of his salary for
fiscal 2001. As our performance in fiscal 2001 did not meet the target
performance goals, Mr. English's bonus payment was 48% of salary.
Long-Term Incentives
The long-term compensation program for senior management includes
performance awards granted under the Long Range Performance Incentive Plan and
stock options granted under the Stock Incentive Plan.
The Long Range Performance Incentive Plan is designed to:
- reward executives for achieving long-term financial performance goals
over a three-year period;
- provide retention incentives for executives; and
- tie a significant portion of an executive's total compensation to
TJX's long-term performance.
Under the plan, performance awards are paid to participants, including
executive officers, if Company-wide or divisional three-year pre-tax income
targets set by the ECC are met. If financial targets are not met, TJX either
does not pay any performance award or pays a reduced performance award, based on
the percentage of the performance targets realized. The maximum performance
awards are up to 150% of the target performance awards for performance exceeding
target goals. Based on performance for the fiscal 1999-2001 period, Mr.
Cammarata and Mr. English earned performance awards that were 128% of their
target awards.
During fiscal 2001, Mr. English relinquished a portion of a restricted
stock award for 33,333 shares that he had been granted in fiscal 2000. Instead
of the relinquished shares, he was awarded a share-based performance award under
which he could earn 125,000 shares of common stock.
Stock options for our executive officers and key associates are part of our
long-term incentive program and link the enhancement of shareholder value
directly to their total compensation. The ECC determines the number of stock
options granted based upon several factors:
- level of responsibility;
- expected contribution towards TJX's performance; and
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- total compensation strategy for mix of base salary, short-term
incentives and long-term incentives.
We granted all stock options in fiscal 2001 under the Incentive Plan. The
exercise price of each stock option was equal to the fair market value of TJX
common stock on the date the option was granted. The stock options provide value
to the executive officers and key associates only when and to the extent that
the fair market value of TJX common stock appreciates. During fiscal 2001, we
granted options to purchase 240,000 shares of common stock to Mr. English. The
Board considered the factors described above in granting these options to Mr.
English.
Section 162(m) of the Internal Revenue Code of 1986
Awards under TJX's cash-based and stock-based incentive plans for senior
officers, including the Incentive Plan, are generally intended to be able to be
qualified as performance-based compensation under Section 162(m) of the Code and
thus exempted from the $1,000,000 deduction limit imposed by that provision. We
take into account the provisions of Section 162(m) in making awards but retain
the discretion to make awards that do not qualify for exemption.
Executive Compensation Committee
Robert F. Shapiro, Chairman
Dennis F. Hightower
John M. Nelson, ex-officio
John F. O'Brien
Willow B. Shire
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SUMMARY COMPENSATION TABLE
The following table provides information concerning compensation for TJX's
Chairman (who served as Chief Executive Officer for part of the year), Chief
Executive Officer and the four other most highly-paid executive officers.
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------- ------------------------------------
AWARDS GRANTED PAYOUTS
----------------------- ----------
RESTRICTED LONG-TERM
OTHER ANNUAL STOCK SECURITIES INCENTIVE ALL OTHER
NAME AND FISCAL COMPENSATION AWARDS UNDERLYING PLAN COMPENSATION
PRINCIPAL POSITION(1) YEAR SALARY BONUS(2) (3) ($) OPTIONS PAYOUTS (4)
--------------------- ------ ---------- ---------- ------------ ---------- ---------- ---------- ------------
Bernard Cammarata 2001 $ 569,231 -- $ 7,752 -- 0 $1,071,420 $ 5,066
Chairman 2000 $1,200,000 $1,163,070 $ 7,294 -- 225,000 $1,197,000 $ 267,718
1999 $1,200,000 $2,174,181 $36,617 -- 225,000 $ 0 $1,528,269
Edmond J. English 2001 $ 768,269 $ 370,337 $ 5,990 -- 240,000 $ 204,080 $ 5,066
President and Chief 2000 $ 540,385 $ 340,099 $ 5,529 $487,510 100,000 $ 60,000 $ 5,316
Executive Officer 1999 $ 333,654 $ 254,685 $ 5,216 -- 40,000 $ 50,000 $ 5,716
Donald G. Campbell 2001 $ 651,539 $ 261,723 $ 5,765 -- 132,000 $ 382,650 $ 5,066
Executive Vice
President- 2000 $ 618,558 $ 359,713 $ 5,617 -- 90,000 $ 399,000 $ 5,316
Finance and Chief 1999 $ 583,558 $ 688,491 $ 5,059 -- 75,000 $ 393,750 $ 5,716
Financial Officer
Richard G. Lesser 2001 $1,000,000 $ 482,040 $ 8,294 -- 180,000 $ 631,373 $ 741,706
Executive Vice
President, 2000 $ 967,308 $ 750,031 $ 7,499 -- 125,000 $ 705,375 $ 110,614
Chairman of The Marmaxx 1999 $ 900,000 $1,304,508 $ 7,294 -- 0 $ 660,000 $ 5,716
Group
Peter Maich 2001 $ 615,000 $ 222,341 $ 6,500 -- 108,000 $ 333,840 $ 5,066
Executive Vice
President, Group
Executive
Carol Meyrowitz 2001 $ 525,000 $ 179,196 $ 7,647 -- 84,000 $ 208,650 $ 5,066
Executive Vice
President,
President of
The Marmaxx Group
- ---------------
(1) Mr. Cammarata was Chief Executive Officer of TJX until April 2000, when Mr.
English was named Chief Executive Officer. As of January 2001, Mr. Lesser
became Chairman of The Marmaxx Group and Ms. Meyrowitz became President of
The Marmaxx Group.
(2) Bonus consists of amounts paid pursuant to the Management Incentive Plan and
for fiscal 1999 also include special deferred performance cash awards to Mr.
Cammarata ($500,000), Mr. Lesser ($300,000) and Mr. Campbell ($200,000).
(3) Other Annual Compensation consists of tax reimbursements associated with car
allowances and for Mr. Cammarata for fiscal 1999 also includes $29,323 for
tax reimbursements associated with costs incurred in negotiation of his
employment agreement.
(4) All Other Compensation for Mr. Cammarata for fiscal 2000 includes a $262,402
contract payment based on option share value. Such compensation for fiscal
1999 includes a $1,260,000 deferred cash replacement award under the Long
Range Performance Incentive Plan and a $262,553 contract payment based on
option share value. All Other Compensation for Mr. Lesser includes $105,298
for fiscal 2000 and $736,640 for fiscal 2001 paid under the Supplemental
Executive Retirement Plan.
All Other Compensation includes company contributions to TJX's General
Savings/Profit Sharing Plan of $2,550 for calendar 2000 for each of the
executives and $2,800 for calendar 1999 and $3,200 for calendar 1998 for
the accounts of Mr. Cammarata, Mr. Lesser, Mr. English and Mr. Campbell and
company-paid amounts for life insurance in the amount of $2,516 for each of
fiscal 2000 and 1999 for each of Mr. Cammarata, Mr. Lesser, Mr. English and
Mr. Campbell and $2,516 for fiscal 2001 for each of the named executives.
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OPTION GRANTS IN FISCAL 2001
The following table reports stock option grants awarded between January 29,
2000 and January 27, 2001 to the named executive officers:
INDIVIDUAL GRANTS
--------------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS EXERCISE OR
UNDERLYING GRANTED TO BASE PRICE
OPTIONS EMPLOYEES IN (PER EXPIRATION
NAME GRANTED(1) FISCAL YEAR SHARE)(1) DATE
---- ------------- ---------------- -------------- ----------
Edmond J. English.............. 240,000 4.7% $20.7500 9/05/10
Donald G. Campbell............. 132,000 2.6% $20.7500 9/05/10
Richard G. Lesser.............. 180,000 3.5% $20.7500 9/05/10
Peter M. Maich................. 108,000 2.1% $20.7500 9/05/10
Carol M. Meyrowitz............. 84,000 1.6% $20.7500 9/05/10
- -----------------------------------------------------------------------------------------------
All Optionees(3)............... 5,149,905 100% $20.7500 9/05/10
All Shareholders(4)............ 280,378,675
Optionee Gains as % of All
Shareholders Gain............
POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE APPRECIATION
FOR OPTION TERM(2)
----------------------------------------
NAME 0% 5% 10%
---- ---- --------------- ---------------
Edmond J. English.............. $ 0 $ 3,131,904 $ 7,936,848
Donald G. Campbell............. $ 0 $ 1,722,547 $ 4,365,266
Richard G. Lesser.............. $ 0 $ 2,348,928 $ 5,952,636
Peter M. Maich................. $ 0 $ 1,409,357 $ 3,571,582
Carol M. Meyrowitz............. $ 0 $ 1,096,166 $ 2,777,897
- -----------------------------------------------------------------------------------------
All Optionees(3)............... $ 0 $ 67,204,200 $ 170,308,388
All Shareholders(4)............ $ 0 $3,658,829,557 $9,272,178,858
Optionee Gains as % of All
Shareholders Gain............ 1.8% 1.8%
- ---------------
(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. In the case of Mr. Lesser, 150,000 shares vest on February
1, 2002. 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) Mr. Cammarata did not receive a stock option award for fiscal 2001. The All
Optionees example assumes the average price per share of all options granted
during fiscal 2001 ($20.75) 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 27, 2001
of 280,378,675 but does not reflect dividends which may be received during
the period shown.
AGGREGATED OPTION EXERCISES IN FISCAL 2001 AND FISCAL 2001 YEAR-END OPTION
VALUES
The following table provides information on option exercises in fiscal 2001
by the following executive officers and the value of such officers' unexercised
options as of January 27, 2001:
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT FISCAL YEAR-END VALUE OF UNEXERCISED
SHARES -------------------------------- IN-THE-MONEY OPTIONS
ACQUIRED AT FISCAL YEAR-END(1)
ON EXERCISE VALUE EXERCISABLE UNEXERCISABLE ---------------------------
NAME (# OF SHARES) REALIZED (# OF SHARES) (# OF SHARES) EXERCISABLE UNEXERCISABLE
---- -------------- ----------- --------------- -------------- ----------- -------------
Bernard Cammarata....... 1,000,000 $16,905,059 1,525,000 225,000 $25,742,173 $ 801,563
Edmond J. English....... 0 $ 0 99,980 319,980 $ 935,166 $ 2,479,879
Donald G. Campbell...... 80,000 $ 1,583,746 180,000 217,000 $ 2,044,370 $ 1,540,063
Richard G. Lesser....... 98,640 $ 1,839,155 41,670 763,330 $ 44,274 $10,934,788
Peter A. Maich.......... 90,000 $ 1,788,747 143,340 174,660 $ 1,634,795 $ 1,253,576
Carol M. Meyrowitz...... 0 $ 0 16,670 117,330 $ 17,712 $ 838,663
- ---------------
(1) The value of unexercised in-the-money options was calculated based on the
closing price of TJX's common stock as of January 27, 2001, the last day of
the fiscal year, $30.31, less the exercise price of the options.
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LONG RANGE PERFORMANCE INCENTIVE PLAN AWARDS IN FISCAL 2001
We have a Long Range Performance Incentive Plan. For each three-year
period, the ECC sets target awards and performance goals. Performance goals tied
to pre-tax income are based on company-wide goals for corporate officers and on
divisional goals for divisional officers. If the three-year performance goals
are met in whole or in part or exceeded, up to 150% of the target award will be
paid in cash. The following table describes the awards granted to the named
executive officers under TJX's Long Range Performance Incentive Plan during
fiscal 2001.
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE-BASED PLAN
PERFORMANCE ----------------------------------
PERIOD UNTIL THRESHOLD TARGET MAXIMUM
NAME PAYOUT ($) ($) ($)
---- ------------ ---------- --------- ---------
Bernard Cammarata(1)................................. -- -- -- --
Edmond J. English.................................... 2001-2003 $0 $440,000 $660,000
Donald G. Campbell................................... 2001-2003 $0 $330,000 $495,000
Richard G. Lesser.................................... 2001-2003 $0 $550,000 $825,000
Peter A. Maich....................................... 2001-2003 $0 $280,000 $420,000
Carol M. Meyrowitz................................... 2001-2003 $0 $240,000 $360,000
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(1) Mr. Cammarata no longer receives awards in the Long Range Performance
Incentive Plan.
RETIREMENT PLANS
We have in effect a tax-qualified defined benefit plan, or "Retirement
Plan," for all eligible employees and a Supplemental Executive Retirement Plan,
or "SERP," for some of our key employees, including all the named executive
officers except Mr. Cammarata. The executive officers are also eligible to
participate in our Executive Savings Plan, which is a non-qualified deferred
compensation plan intended to supplement the executive officers savings under
TJX's 401(k) plan, or "Savings/Profit Sharing Plan." Executive officers who are
eligible for the SERP are not entitled to Company credits under the Executive
Savings Plan. Benefits payable under the SERP are reduced by benefits received
under the Retirement Plan, primary Social Security benefits, and benefits
associated with Company contributions under the Savings/Profit Sharing Plan. The
following table shows the estimated annual benefit payable on a straight life
annuity basis at normal retirement (age 65) for all employees eligible for SERP
benefits.
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
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(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.
(2) As of January 27, 2001, the years of service for the following executive
officers under SERP are as follows: Mr. Lesser, 26 years; Mr. Campbell, 27
years; Mr. English, 18 years; Mr. Maich, 16 years; and Ms. Meyrowitz, 15
years. In fiscal 2000 Mr. Cammarata agreed with TJX to waive all his rights
to participate in SERP and Mr. Lesser agreed with TJX to a partial waiver of
his rights to participate in SERP. In connection with those waivers, TJX
agreed to pay premiums under insurance policies on
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the lives of each of Mr. Cammarata and Mr. Lesser. TJX has the right to
reimbursement of its total premium payments on each policy after fifteen
years or upon Mr. Cammarata's or Mr. Lesser's death, as the case may be, if
earlier. The after-tax cost to TJX of these insurance arrangements has been
estimated to be substantially equivalent on a present value basis to its
after-tax savings attributable to Mr. Cammarata's and Mr. Lesser's waiver of
SERP rights. In fiscal 2001, TJX's reimbursable annual premium under the
policy for Mr. Cammarata was $1,862,124 and under the policy for Mr. Lesser
was $275,661.
EMPLOYMENT AGREEMENTS
Under Mr. Cammarata's employment agreement, he serves as Chairman of the
Board until the date of the annual stockholder meeting in 2003. Mr. Cammarata
has agreed to a three-year non-competition period following voluntary
termination of employment. Mr. Cammarata's annual base salary under the
agreement is $400,000 per year. During his employment, Mr. Cammarata will be
eligible for the benefits generally available to executives other than the
Management Incentive Plan, Long Range Performance Incentive Plan, employer
credits under TJX's Executive Savings Plan, and awards under the Incentive Plan.
Awards previously granted to Mr. Cammarata under these programs will continue in
accordance with their terms. If his employment period ends prior to the end of
its term by reason of death, disability, incapacity, or termination by TJX other
than for cause, or is terminated by Mr. Cammarata following specified Company
actions, Mr. Cammarata would receive base salary and specified benefits for the
balance of the contract period or for twelve months, if longer, with any salary
continuation after twelve months subject to reduction for other employment
earnings. He would also be entitled to a prorated payment of outstanding Long
Range Performance Incentive Plan awards. If Mr. Cammarata is not offered service
in a capacity agreeable to him and on mutually satisfactory terms following the
expiration of the agreement, he would be entitled to continuation of base salary
and some benefits until the date of the annual stockholder meeting in 2004. In
the event of a change of control, Mr. Cammarata would be entitled to receive his
maximum Long Range Performance Incentive Plan payment under any award cycles not
yet completed and would no longer be subject to non-competition undertakings. In
the event of a change of control followed by termination of employment resulting
from a change of control termination, instead of the severance benefits
described above, Mr. Cammarata would be entitled to a payment equal to two times
salary and, for up to two years, some continued benefits. We would also be
obligated to pay all legal fees and expenses reasonably incurred by Mr.
Cammarata in seeking enforcement of contractual rights following a change of
control.
Under Mr. English's employment agreement, he serves as President and Chief
Executive Officer of TJX until the annual stockholder meeting in 2003. He has
agreed to a two-year non-competition period following voluntary termination of
employment. Under his agreement, Mr. English will receive a base salary of not
less than $800,000 and will be entitled to annual awards under the Management
Incentive Plan and Long Range Performance Incentive Plan as well as
participation in stock option grants at a level of not less than 100,000 options
annually. Under the agreement, Mr. English is fully vested in his accrued SERP
benefit and will be entitled to participate in other executive benefit programs.
If the employment period ends prior to the end of its term by reason of death,
disability, incapacity, or termination by TJX other than for cause, or is
terminated by Mr. English following some TJX actions, Mr. English would receive
base salary and specified benefits for the balance of the contract period or for
twelve months if longer, with any salary continuation after twelve months
subject to reduction for other employment earnings. He would also be entitled to
a prorated payment of outstanding Management Incentive Plan and Long Range
Performance Incentive Plan awards. If Mr. English is not offered service in a
capacity agreeable to him and on mutually satisfactory terms following the
expiration of the agreement, he would be entitled to continuation of base salary
and specified benefits for one year. In the event of a change of control, Mr.
English would be entitled to receive his maximum Long Range Performance
Incentive Plan award under any award cycles not yet completed, plus his target
award and a prorated award for Management Incentive Plan for the year of the
change of control. Also, Mr. English would no longer be subject to
non-competition undertakings. In the event of a change of control followed by
termination of employment resulting from a change of control termination,
instead of the severance benefits described
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above, Mr. English would be entitled to a payment equal to two times salary plus
the present value of SERP benefits. For up to two years following termination
TJX would also be obligated to provide continued benefits. We would also be
obligated to pay all legal fees and expenses reasonably incurred by Mr. English
in seeking enforcement of contractual rights following a change of control.
Mr. Lesser, Mr. Campbell and Ms. Meyrowitz have employment arrangements
with TJX, including a non-competition undertaking following voluntary
termination of employment. In each case the executive is entitled to base salary
and participation in TJX's specified benefit programs, including the Management
Incentive Plan and the Long Range Performance Incentive Plan. (In Mr. Lesser's
case, his target and maximum award opportunities under the Long Range
Performance Incentive Plan for the fiscal 2002-2004 award cycle are based on a
percentage of a deemed annual salary rate of $1,000,000, although Mr. Lesser's
actual rate of base salary for periods after fiscal 2001 is $500,000.) If
employment terminates by reason of death, disability, incapacity or termination
by TJX other than for cause, the executive will be entitled to continuation of
base salary and health and similar benefits for defined periods, payment of some
Management Incentive Plan and deferred compensation awards, and a portion of any
Long Range Performance Incentive Plan target award. In the event of a change of
control, the executive would vest in his or her options. (In Ms. Meyrowitz's
case, most change of control benefits are provided pursuant to a separate
agreement.) The executive would also no longer be subject to non-competition
undertakings. If a change of control were followed by termination of employment
resulting from a change of control termination, in lieu of the severance
benefits described above, the executive would be entitled to receive a payment
equal to two times base salary plus the present value of remaining SERP
benefits. For up to two years following termination TJX would also be obligated
to provide continued health and other insurance and disability benefits and the
use of an automobile. We would also be obligated to pay all legal fees and
expenses reasonably incurred by the executive in seeking enforcement of
contractual rights following a change of control.
If change of control payments and benefits to any of Mr. Cammarata, Mr.
English, Mr. Lesser, Mr. Campbell and Ms. Meyrowitz were sufficient to result in
an excise tax under the so-called "golden parachute" provisions of the Code, we
would be obligated to pay the executive a tax gross-up payment.
In addition to the salary and other benefits described above, Mr. Campbell
was awarded 70,000 shares of performance-based restricted stock that are
scheduled to vest (subject to satisfaction of the performance requirements)
annually over three years beginning in April 2002 and an additional 30,000
shares of restricted stock that are scheduled to vest annually over three years
beginning January 2002, with the unvested shares in each case subject to
acceleration of vesting or forfeiture in some circumstances upon termination of
employment. Ms. Meyrowitz holds 48,980 shares of restricted stock, awarded in
1999, that pursuant to an amendment of the vesting schedule became vested as to
18,368 shares in March 2001 and are scheduled to vest as to an additional 18,367
shares in May 2002 and 12,245 shares in May 2003, subject to acceleration of
vesting or the forfeiture of unvested shares in some circumstances upon
termination of employment.
TRUST AGREEMENTS
We have entered into trust agreements with institutional trustees providing
for the payment out of the assets of the trusts of benefits accrued under such
of our various benefit plans, employment agreements and other employment
arrangements as we specify from time to time. To the extent not already
irrevocable, the trusts would become irrevocable upon a change of control of
TJX. We may make contributions to the trusts from time to time, and additional
funding could be required upon a change of control. To the extent funded, the
trusts are to be used, subject to their terms and to the claims of our general
creditors in specified circumstances, to make payments under the terms of the
benefit plans, employment agreements and other employment arrangements from time
to time specified by us.
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INDEMNIFICATION AGREEMENTS
We have entered into indemnification agreements with each of our directors
and officers indemnifying them against expenses, settlements, judgments and
fines incurred in connection with any threatened, pending or completed action,
suit, arbitration or proceeding, where the individual's involvement is by reason
of the fact that he or she is or was a director or officer or served at our
request as a director of another organization (except that indemnification is
not provided against judgments and fines in a derivative suit unless permitted
by Delaware law). An individual may not be indemnified if he or she is found not
to have acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of TJX, except to the extent Delaware
law shall permit broader contractual indemnification. The indemnification
agreements provide procedures, presumptions and remedies designed to
substantially strengthen the indemnity rights beyond those provided by TJX's
Certificate of Incorporation and by Delaware law.
PERFORMANCE GRAPH
The line graph below compares the cumulative performance of TJX's common
stock with the S&P Composite-500 Stock Index and the Dow Jones Apparel Retailers
Index as of the date nearest the end of TJX's fiscal year for which index data
is readily available for each year in the five-year period ending January 27,
2001. The graph assumes that $100 was invested on January 27, 1996 in each of
TJX's common stock, the S&P Composite-500 Stock Index and the Dow Jones Apparel
Retailers Index and that all dividends were reinvested.
DOW JONES APPAREL
THE TJX COMPANIES, INC. S&P 500 RETAILERS INDEX
----------------------- ------- -----------------
Base Year 100.00 100.00 100.00
1997 220.49 126.34 128.08
1998 364.68 160.34 201.39
1999 639.83 212.44 339.31
2000 354.82 234.41 301.64
2001 664.36 232.30 344.46
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INDEPENDENT AUDITORS
The Board of Directors has appointed PricewaterhouseCoopers LLP to examine
TJX's financial statements for the fiscal year ending January 26, 2002.
PricewaterhouseCoopers LLP has served as our auditors since 1962. We expect
representatives of PricewaterhouseCoopers LLP to be present at the annual
meeting. They will have an opportunity to make a statement at the annual
meeting, if they so desire, and to respond to appropriate questions.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
A stockholder who intends to present a proposal at the 2002 Annual Meeting
of Stockholders and who wishes the proposal to be included in the proxy
materials for that meeting must submit the proposal in writing to us so that we
receive it no later than December 28, 2001.
A stockholder who intends to present a proposal at the 2002 Annual Meeting
of Stockholders but does not wish the proposal to be included in the proxy
materials for that meeting must provide notice of the proposal to us not later
than March 7, 2002. 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 describe the requirements
for submitting proposals.
OTHER MATTERS
Management has no knowledge of any other matter which may come before the
Annual Meeting and does not, itself, intend to present any such other matter.
However, if any such other matters shall properly come before the meeting or any
adjournment thereof, the persons named as proxies will have discretionary
authority to vote the shares represented by the accompanying proxy in accordance
with their own judgment.
We will bear the cost of solicitation of proxies. We have retained Morrow &
Co., Inc. to assist in soliciting proxies by mail, telephone and personal
interview for a fee of $7,500, plus expenses. Our officers and employees may
also assist in soliciting proxies in those manners.
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EXHIBIT A
CHARTER OF THE AUDIT COMMITTEE
OF THE
BOARD OF DIRECTORS
OF
THE TJX COMPANIES, INC.
I. Composition of the Audit Committee. The Audit Committee shall consist
of not less than three members appointed by the Board of Directors who shall
satisfy the independence and experience requirements of the New York Stock
Exchange.
II. Responsibilities and Powers of the Audit Committee. The
responsibilities and powers of the Audit Committee are to assist the Board of
Directors in fulfilling its oversight responsibilities by:
- reviewing and discussing with management and the independent auditor the
quarterly and annual financial statements of the Company, including the
accounting principles and procedures applied in their preparation and any
changes in accounting policies;
- reviewing and discussing with management, the internal audit group and
the independent auditor the Company's system of internal control and its
accounting practices;
- overseeing the internal and external audit process, including the scope
and implementation of the annual audit;
- reviewing systems relating to compliance with laws, rules, regulations
and Company policies;
- evaluating and recommending the selection of, and, where deemed
appropriate, the replacement of, the independent auditor;
- obtaining formal written reports periodically from the outside auditor
regarding the auditor's independence, including a delineation of all
relationships between the auditor and the Company, discussing with the
outside auditor any disclosed relationships or services that may impact
the objectivity and independence of the outside auditor, and if so
determined by the Audit Committee, recommending that the Board of
Directors take appropriate action to satisfy itself of the independence
of the auditor;
- preparing a report for inclusion in the Company's annual proxy statement
that describes the Audit Committee's composition and responsibilities and
how they were discharged;
- reviewing and reassessing the adequacy of this charter annually and
submitting it to the Board of Directors for approval; and
- reviewing such other matters that the Board of Directors or the Audit
Committee shall deem appropriate.
The independent auditors of the Company shall be ultimately accountable to
the Board of Directors, as assisted by the Audit Committee. The Board of
Directors, with the assistance of the Audit Committee, shall have the ultimate
authority and responsibility to select, evaluate and, where appropriate, replace
the independent auditor.
III. Meetings of the Audit Committee. The Audit Committee shall hold
regularly scheduled meetings each year. Any member of the Audit Committee may
call a meeting of the Audit Committee upon due notice to each other member. Any
action of the Audit Committee shall be taken by the affirmative vote of a
majority of the members. Any action of the Audit Committee may be taken without
a meeting if all members of the Audit Committee consent thereto in writing. The
Audit Committee shall report regularly to the Board of Directors. The Audit
Committee shall have the authority to retain special legal, accounting or other
consultants to advise the Committee.
While the Audit Committee has the responsibilities and powers set forth in
this charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the outside auditor. Nor is it the
duty of the Audit Committee to assure compliance with laws, regulations or any
internal rules of the Company.
A-1
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[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
THE TJX COMPANIES, INC.
- --------------------------------------------------------------------------------
Mark box at right if you have noted an address change or comments on the reverse
side of this card. [ ]
CONTROL NUMBER:
RECORD DATE SHARES:
--------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- -----Stockholder sign here-------------------------------Co-owner sign here-----
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND FOR
PROPOSAL 2
- --------------------------------------------------------------------------------
1. Election of Directors
(01) GARY L. CRITTENDEN For All With- For All
(02) EDMOND J. ENGLISH Nominees hold Except
(03) RICHARD G. LESSER [ ] [ ] [ ]
NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME(S) OF THE
NOMINEE(S). YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S).
2. Amendment to Stock Incentive Plan. For Against Abstain
[ ] [ ] [ ]
- ----------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST PROPOSAL 3.
- ----------------------------------------
3. Shareholder Proposal regarding For Against Abstain
implementation of the MacBride [ ] [ ] [ ]
Principles.
DETACH CARD DETACH CARD
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 mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return it in the enclosed postage paid
envelope.
Proxy cards must be received prior to the Annual Meeting of Stockholders,
June 5, 2001.
Thank you in advance for your prompt consideration of these matters.
29
THE TJX COMPANIES, INC.
ANNUAL MEETING OF STOCKHOLDERS - JUNE 5, 2001
The undersigned hereby appoints DONALD G. CAMPBELL, EDMOND J. ENGLISH and JAY H.
MELTZER, and each of them, as attorneys and proxies, with full power of
substitution, to represent and to vote at the Annual Meeting of Stockholders of
The TJX Companies, Inc. (the "Company") to be held at FleetBoston, 100 Federal
Street, Boston, Massachusetts, on Tuesday, June 5, 2001 at 11:00 a.m., and any
adjournment thereof, all the shares of Common Stock of the Company which the
undersigned could vote, if present, in such manner as they 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 PROPOSAL 2 AND AGAINST PROPOSAL 3. THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS, FOR
PROPOSAL 2 AND AGAINST PROPOSAL 3.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
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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 where 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.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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