def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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o Soliciting
Material Pursuant to §240.14a-12
The TJX
Companies, Inc.
(Name of Registrant as Specified In
Its Charter)
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770
Cochituate Road
Framingham, Massachusetts 01701
April 28,
2010
Dear Stockholder:
We cordially invite you to attend our 2010 Annual Meeting on
Wednesday, June 2, 2010, at 11:00 a.m., to be held at
our offices, 770 Cochituate Road, Framingham, Massachusetts.
Please enter through the Northeast Entrance.
The proxy statement accompanying this letter describes the
business we will consider at the meeting. Your vote is important
regardless of the number of shares you own. Please read the
proxy statement and vote your shares. Instructions for Internet
and telephone voting are attached to your proxy card. If you
prefer, you can vote by mail by completing and signing your
proxy card and returning it in the enclosed envelope.
We hope that you will be able to join us on June 2nd.
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Sincerely,
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Bernard Cammarata
Chairman of the Board
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Carol Meyrowitz
President and Chief Executive Officer
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Printed on Recycled Paper
The TJX Companies,
Inc.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 2, 2010
The Annual Meeting of Stockholders of The TJX Companies, Inc.
will be held at our offices, 770 Cochituate Road, Framingham,
Massachusetts, on Wednesday, June 2, 2010, at
11:00 a.m. to vote on:
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Election of directors.
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Ratification of appointment of independent registered public
accounting firm.
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A shareholder proposal if presented at the meeting.
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Any other business properly brought before the meeting.
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Stockholders of record at the close of business on
April 12, 2010 are entitled to notice of and to vote at the
Annual Meeting and any adjournment or postponement thereof.
To attend the Annual Meeting, you must demonstrate that you were
a TJX stockholder as of the close of business on April 12,
2010 or hold a valid proxy for the Annual Meeting from such a
stockholder. If you are not a stockholder of record but hold
shares through a broker, trustee or nominee, you will need to
bring proof of your beneficial ownership as of April 12,
2010, such as a brokerage account statement showing your
ownership on that date or similar evidence of such ownership.
All stockholders will need to have their photographs taken and
receive visitor badges for building security. Please allow
additional time for these procedures.
By Order of the Board of Directors
Ann McCauley
Secretary
Framingham, Massachusetts
April 28, 2010
PLEASE
VOTE ON THE INTERNET, BY TELEPHONE OR BY MAIL
TABLE OF CONTENTS
The TJX
Companies, Inc.
ANNUAL
MEETING OF STOCKHOLDERS
June 2,
2010
PROXY
STATEMENT
The Board of Directors of The TJX Companies, Inc., or TJX, is
soliciting your proxy for the 2010 Annual Meeting. A majority of
the shares outstanding and entitled to vote at the meeting is
required for a quorum for the meeting.
You may vote on the Internet, using the procedures and
instructions described on the proxy card and other enclosures.
You may vote by telephone using the toll-free telephone number
on the proxy card. Both Internet and telephone voting provide
easy-to-follow
instructions and have procedures designed to authenticate your
identity and permit you to confirm that your voting instructions
are accurately reflected. Street name holders may vote by
Internet or telephone if their banks or brokers make those
methods available, in which case the banks or brokers will
enclose the instructions with the proxy statement. All
stockholders may vote by signing and returning the enclosed
proxy card.
You may revoke your proxy at any time before it is voted by
voting later by telephone or Internet, returning a later-dated
proxy card, or delivering a written revocation to the Secretary
of TJX.
Stockholders of record at the close of business on
April 12, 2010 are entitled to vote at the meeting. Each of
the 408,394,960 shares of common stock outstanding on the
record date is entitled to one vote.
This proxy statement, the proxy card and the Annual Report and
Form 10-K
for our fiscal year ended January 30, 2010 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.
Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting To Be Held on June 2,
2010: This proxy statement and Annual Report and
Form 10-K
for our fiscal year ended January 30, 2010 are available at
http://bnymellon.mobular.net/bnymellon/tjx.
PROPOSAL 1
ELECTION
OF DIRECTORS
We seek nominees with established strong professional
reputations, sophistication and experience in the retail and
consumer industries. We also seek nominees with experience in
substantive areas that are important to our business such as
international operations; marketing and brand management; sales,
buying and distribution; legal; accounting, finance and capital
structure; strategic planning and leadership of complex
organizations; human resources and development practices; and
strategy and innovation. Our nominees hold or have held senior
executive positions in large, complex organizations or in
businesses related to important substantive areas, and in these
positions have also gained experience in core management skills
and substantive areas relevant to our business. Most of our
nominees also have experience serving on boards of directors and
board committees of other public companies, and each of our
nominees has an understanding of corporate governance practices
and trends. In addition, all of our nominees have prior service
on our Board, which has provided them with significant exposure
to both our business and the industry in which we compete. We
believe that all our nominees possess the professional and
personal qualifications necessary for board service, and we have
highlighted particularly noteworthy attributes for each director
in the individual biographies below.
The individuals listed below have been nominated and are
standing for election at this years Annual Meeting. If
elected, they will hold office until our 2011 Annual Meeting of
Stockholders and until their successors are duly elected and
qualified. All of our current directors were elected to the
Board by stockholders.
Your Board of Directors unanimously recommends that you vote
FOR the election of each of the nominees as director.
José
B. Alvarez, 46
Director since 2007
Mr. Alvarez has been a member of the faculty of the Harvard
Business School since 2009. From August 2008 through December
2008, Mr. Alvarez was the Global Executive Vice President
for Business Development for Ahold, a global supermarket retail
company. From 2001 to August 2008, he held various executive
positions with Stop &
Shop/Giant-Landover,
Aholds U.S. subsidiary, including President and Chief
Executive Officer of Stop &
Shop/Giant-Landover
from 2006 to 2008 and Executive Vice President, Supply Chain and
Logistics from 2004 to 2006. Previously, he served in executive
positions at Shaws Supermarkets, Inc. and began his career
at the Jewel Food Stores subsidiary of American Stores Company
in 1990. Mr. Alvarez is also a director of United Rentals,
Inc. Mr. Alvarezs long career in retail has given him
broad experience in large retail chain management, including
store management, supply chain, logistics, distribution and
strategy.
Alan M.
Bennett, 59
Director since 2007
Mr. Bennett served as Interim Chief Executive Officer of
H&R Block Inc., a tax services provider, from November 2007
through August 2008. He was Senior Vice President and Chief
Financial Officer and a Member of the Office of the Chairman of
Aetna, Inc., a diversified healthcare benefits company, from
2001 to 2007, and previously held other senior financial
management positions at Aetna after joining in 1995.
Mr. Bennett held various senior management roles in finance
and sales/marketing at Pirelli Armstrong Tire Corporation,
formerly Armstrong Rubber Company, from 1981 to 1995 and began
his career with Ernst & Ernst (now Ernst &
Young LLP). Mr. Bennett is also a director of Halliburton
Company and H&R Block Inc. and was a director of
Bausch & Lomb, Inc. from 2004 to 2007.
Mr. Bennetts leadership experience in two significant
financial businesses provides him with expertise including
financial management, taxes, accounting, controls, finance and
financial reporting as well as executive and change management.
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David A.
Brandon, 57
Director since 2001
Mr. Brandon was named the Director of Intercollegiate
Athletics at the University of Michigan, effective March 2010.
Mr. Brandon previously served as the Chairman, Chief
Executive Officer and a director of Dominos Pizza, Inc., a
pizza delivery company, from 1999 until March 2010 and
continues to serve as Non-Executive Chairman and a director of
Dominos. Mr. Brandon was President and Chief
Executive Officer of Valassis, Inc., a provider of marketing
products and services, from 1989 to 1998 and Chairman of its
Board from 1997 to 1998. Mr. Brandon is also a director of
Burger King Holdings, Inc. and Kaydon Corporation and served as
a director of Northwest Airlines Corporation from 2007 to 2008.
Mr. Brandon has extensive executive management experience
and brings insights including management of rapid growth and
international expansion, marketing, advertising, brand
management and operations.
Bernard
Cammarata, 70
Director since 1989
Mr. Cammarata has been Chairman of the Board of TJX since
1999. Mr. Cammarata served as Acting Chief Executive
Officer of TJX from September 2005 to January 2007. He also led
TJX and its former TJX subsidiary and T.J. Maxx Division from
the organization of the business in 1976 until 2000, including
serving as Chief Executive Officer and President of TJX,
Chairman and President of TJXs T.J. Maxx Division and
Chairman of The Marmaxx Group. As the founder of TJX,
Mr. Cammarata has participated in the leadership of
TJXs successful strategy and development from the
beginning to its current position as the worlds largest
off-price retailer and offers deep expertise in all aspects of
TJXs business, including management, operations,
marketing, buying, distribution and financial matters.
David T.
Ching, 57
Director since 2007
Mr. Ching has been Senior Vice President and Chief
Information Officer for Safeway Inc., a food and drug retailer,
since 1994. Previously, Mr. Ching was the General Manager
for British American Consulting Group, a software and consulting
firm focusing on the distribution and retail industry. He also
worked for Lucky Stores Inc., a subsidiary of American Stores
Company from 1979 to 1993, including serving as the Senior Vice
President of Information Systems. Mr. Ching was a director
of Petco Animal Supplies, Inc. from 2005 to 2007.
Mr. Chings strong technological experience and
related management positions in the retail industry provide
Mr. Ching expertise including information systems,
information security and controls, technology implementation and
operation, reporting and distribution in the retail industry.
Michael
F. Hines, 54
Director since 2007
Mr. Hines served as Executive Vice President and Chief
Financial Officer of Dicks Sporting Goods, Inc., a
sporting goods retailer, from 1995 to 2007. From 1990 to 1995,
he held management positions with Staples, Inc., an office
products retailer, most recently as Vice President, Finance.
Mr. Hines spent 12 years in public accounting, the
last eight years with the accounting firm Deloitte &
Touche LLP. Mr. Hines was a director of The Yankee Candle
Company, Inc. from 2003 to 2007. Mr. Hines experience
as a financial executive and certified public accountant
provides him with expertise in the retail industry including
accounting, controls, financial reporting, tax, finance, risk
management and financial management.
Amy B.
Lane, 57
Director since 2005
Ms. Lane was a Managing Director and Group Leader of the
Global Retailing Investment Banking Group at Merrill
Lynch & Co., Inc., from 1997 until her retirement in
2002. Ms. Lane previously served as a Managing Director at
Salomon Brothers, Inc., where she founded and led the retail
industry investment banking unit. Ms. Lane was also a
director of Borders Group, Inc. from 1995 to 1999 and from 2001
to 2009,
3
and a trustee of MFS Funds from 2004 to 2006 and of Federal
Realty Investment Trust from 2002 to 2006. Ms. Lanes
experience as the leader of two investment banking practices
covering the global retailing industry has given her substantial
experience with financial services, capital markets, finance and
accounting, capital structure, acquisitions and divestitures in
that industry as well as management, leadership and strategy.
Carol
Meyrowitz, 56
Director since 2006
Ms. Meyrowitz has been Chief Executive Officer of TJX since
January 2007, a director since September 2006 and President
since October 2005. She served as Senior Executive Vice
President of TJX from 2004 until January 2005, Executive
Vice President of TJX from 2001 to 2004 and President of The
Marmaxx Group from 2001 to January 2005. From January 2005 until
October 2005, she was employed in an advisory role for TJX and
consulted for Berkshire Partners LLC, a private equity firm.
From 1987 to 2001, she held various senior management positions
with The Marmaxx Group and with Chadwicks of Boston and
Hit or Miss, former divisions of TJX. Ms. Meyrowitz is also
a director of Amscan Holdings, Inc. and Staples, Inc. and was a
director of The Yankee Candle Company, Inc. from 2004 to 2007.
As President and Chief Executive Officer of the Company, and
through the many other positions Ms. Meyrowitz has held
with TJX since joining in 1987, Ms Meyrowitz has a deep
understanding of TJX and broad experience in all aspects of
off-price retail, including innovation, strategy, buying,
distribution, marketing, real estate, finance and accounting,
and international operations.
John F.
OBrien, 67
Director since 1996
Mr. OBrien is the retired Chief Executive Officer and
President of Allmerica Financial Corporation (now The Hanover
Insurance Group, Inc.), an insurance and diversified financial
services company, holding those positions from 1995 to 2002.
Mr. OBrien previously held executive positions at
Fidelity Investments, an asset management firm, including Group
Managing Director of FMR Corporation, Chairman of Institutional
Services Company and Chairman of Brokerage Services, Inc.
Mr. OBrien serves as our Lead Director.
Mr. OBrien is also non-executive Chairman and a
director of Cabot Corporation, a director of LKQ Corporation and
a director of a family of 35 registered investment companies
managed by BlackRock, Inc., an investment management advisory
firm. From 1989 to 2006, Mr. OBrien was a director of
ABIOMED, Inc. Mr. OBrien has substantial executive
experience with two financial services businesses, giving him
expertise including general management and oversight with
respect to strategy, financial planning, insurance, operations,
finance and capital structure.
Willow B.
Shire, 62
Director since 1995
Ms. Shire has been an executive consultant with Orchard
Consulting Group since 1994, specializing in leadership
development and strategic problem solving. Previously, she was
Chairperson for the Computer Systems Public Policy Project
within the National Academy of Science. She also held various
positions at Digital Equipment Corporation, a computer hardware
manufacturer, for 18 years, including Vice President and
Officer, Health Industries Business Unit. Ms. Shire was a
director of Vitesse Semiconductor Corporation from 2007 to 2009.
Through her consulting experience and prior business experience,
Ms. Shire brings expertise in leadership development,
talent assessment, change management, human resources and
development practices, cultural assessment and strategic problem
solving.
Fletcher
H. Wiley, 67
Director since 1990
Mr. Wiley was Executive Vice President and General Counsel
of PRWT Services, Inc., a technology-oriented products and
services firm, from 1996 to 2008. Since 2003, Mr. Wiley has
been of counsel to the law firm Bingham McCutchen LLP.
Previously, Mr. Wiley was of counsel to the law firm
Schnader Harrison Goldstein & Manello and a partner of
the law firms Goldstein & Manello and Fitch, Wiley,
Richlin & Tourse, P.C. From his positions in
business and law firms, Mr. Wiley brings expertise in law,
legal matters and corporate governance combined with general
management.
4
CORPORATE
GOVERNANCE
Board Independence. Our Corporate Governance
Principles provide that at least two-thirds of the members of
our Board will be independent directors. The Board evaluates any
relationships of each director and nominee with TJX and makes an
affirmative determination whether or not each director and
nominee is independent. To assist it in making its independence
determination, the Board has adopted categorical standards,
which are available on our website at www.tjx.com.
As part of the Boards annual review of director
independence, the Board considered the recommendation of our
Corporate Governance Committee and reviewed transactions and
relationships between each non-management director or any member
of his or her immediate family and TJX. The purpose of this
review was to determine whether relationships or transactions
were inconsistent with a determination that the director was
independent. As a result of this review, our Board unanimously
determined that ten directors of our
12-member
Board (83.3%) are independent, with the independent directors
being José B. Alvarez, Alan M. Bennett, David A. Brandon,
David T. Ching, Michael F. Hines, Amy B. Lane, John F.
OBrien, Robert F. Shapiro, Willow B. Shire and Fletcher H.
Wiley. Each of these directors met our categorical standards of
independence. Bernard Cammarata, as Chairman, and Carol
Meyrowitz, as Chief Executive Officer and President, are
employees of TJX. Mr. Shapiro is not standing for
re-election at the Annual Meeting.
Integrity has been a core tenet of TJX since its inception. We
seek to perform with the highest standards of ethical conduct
and in compliance with all laws and regulations that relate to
our businesses. We have Corporate Governance Principles, a Code
of Conduct for our associates, a Code of Ethics for TJX
Executives, written charters for our Board committees and a Code
of Business Conduct and Ethics for Directors. The current
versions of these documents and other items relating to our
governance can be found at www.tjx.com.
Boards Role in Risk Oversight. It is
managements responsibility to manage risk and bring to the
Boards attention risks that are material to TJX. The Board
has oversight responsibility for the systems established to
report and monitor the most significant risks applicable to TJX.
The Board administers its risk oversight role directly and
through its committee structure, and the committees
regular reports to the Board at Board meetings. The Board
reviews strategic, financial and execution risks and exposures
associated with the annual plan and multi-year plans, major
litigation and other matters that may present material risk to
the Companys operations, plans, prospects or reputation,
acquisitions and divestitures and senior management succession
planning. The Audit Committee reviews risks associated with
financial and accounting matters, including financial reporting,
accounting, disclosure, internal controls over financial
reporting, ethics and compliance programs, compliance with
orders and data security. The Executive Compensation Committee
reviews risks related to executive compensation and the design
of compensation programs, plans and arrangements. The Corporate
Governance Committee deals with risks related to performance
evaluations and management succession. The Finance Committee is
responsible for risks related to financing, investment, capital
structure, liquidity, and investment performance, asset
allocation strategies and funding of our benefit plans.
Board Expertise and Diversity. We seek to have
a Board that represents diversity as to experience, gender, race
and ethnicity, but we do not have a formal policy with respect
to diversity. We also seek a Board that reflects a range of
talents, ages, skills, viewpoints, professional experience,
educational background and expertise to provide sound and
prudent guidance with respect to our operations and interests.
All of our directors are financially literate, and three members
of our Audit Committee are audit committee financial experts.
Board Annual Performance Reviews. We have a
comprehensive review process for evaluating the performance of
our Board and our directors. Our Corporate Governance Committee
oversees the annual performance evaluation of the entire Board,
our Chairman, our Lead Director, each of our committees and its
chair, and each of our individual directors.
Board Nominees. The Corporate Governance
Committee recommends to the Board individuals as director
nominees who, in the opinion of the Corporate Governance
Committee, have high personal and professional integrity, who
have demonstrated ability, perspective and judgment and who will
be effective, in conjunction with the other nominees to and
members of the Board, in collectively serving the long-term best
5
interests of our stockholders. In evaluating the suitability of
individual Board nominees, the Corporate Governance Committee
takes into account many factors, including general understanding
of disciplines relevant to the success of a large publicly
traded company in todays business environment,
understanding of our business and industry, professional
background and leadership experience, experience on the boards
of other large publicly traded companies, personal
accomplishment, and geographic, gender, age, ethnic and racial
diversity. The Corporate Governance Committee evaluates each
individual in the context of the Board as a whole, with the
objective of recommending a group that can best perpetuate the
success of our business and represent stockholder interests
through the exercise of sound judgment using its diversity of
experience. In addition, the Corporate Governance Committee
considers, in light of our business, each director
nominees experience, qualifications, attributes and skills
that are identified in the biographical information contained
under Election of Directors.
The Corporate Governance Committees process for
identifying and evaluating candidates, including candidates
recommended by stockholders, includes actively seeking to
identify qualified individuals by various means which may
include reviewing lists of possible candidates, such as chief
executive officers of public companies or leaders of finance or
other industries, considering proposals from sources, such as
the Board of Directors, management, employees, stockholders and
industry contacts, and engaging an outside search firm. The
Corporate Governance Committee has adopted a policy with respect
to submission by stockholders of candidates for director
nominees which is available on our website at
www.tjx.com. Any stockholder may submit in writing one
candidate for consideration for each stockholder meeting at
which directors are to be elected by not later than the
120th calendar day before the first anniversary of the date
that we released our proxy statement to stockholders in
connection with the previous years annual meeting.
Recommendations should be sent to the Secretary of TJX,
c/o Office
of the Secretary of The TJX Companies, Inc., 770 Cochituate
Road, Framingham, Massachusetts 01701. A recommendation must
include specified information about, and consents and agreements
of, the candidate. The Corporate Governance Committee evaluates
candidates for the position of director recommended by
stockholders or others in the same manner. The Corporate
Governance Committee will determine whether to interview any
candidates and may seek additional information about candidates
from third-party sources.
Majority Voting. Our by-laws provide for the
election of directors in an uncontested election by a majority
of the shares properly cast at the meeting. Our Corporate
Governance Principles, available at www.tjx.com, require
any nominee for director to provide an irrevocable contingent
resignation, effective only if such director fails to receive
the requisite majority vote in an uncontested election, and the
Board accepts such resignation. Our Corporate Governance
Principles provide procedures for the consideration of such
resignation by the Board. Within 90 days of the date of the
annual meeting of stockholders, the Board, with the
recommendation of the Corporate Governance Committee, will act
upon such resignation. In making its decision, the Board will
consider the best interests of TJX and its stockholders, and
take what it deems to be appropriate action. Such action may
include accepting or rejecting the resignation or taking further
measures to address those concerns that were the basis for the
underlying stockholder vote.
Board Leadership Structure. Our Board annually
elects a Chairman of the Board of Directors. The Board has
chosen to separate the roles of Chairman and Chief Executive
Officer. Because our current Chairman, Bernard Cammarata, is not
an independent director, consistent with our Corporate
Governance Principles, our independent directors have elected a
Lead Director, John F. OBrien. In this role, among other
duties, Mr. OBrien meets at least quarterly with
Carol Meyrowitz, our Chief Executive Officer, and with senior
officers as necessary, attends quarterly management business
review meetings, schedules meetings of the independent
directors, presides at meetings of the Board at which the
Chairman is not present, including meetings of the independent
directors, serves as a liaison between the independent directors
and the Chairman and Company management, approves meeting
schedules and agendas, attends the meetings of each Board
committee and undertakes other responsibilities designated by
the independent directors. The Board believes that the separate
roles of Mr. Cammarata, Ms. Meyrowitz and
Mr. OBrien are in the best interests of TJX and its
stockholders. Mr. Cammarata has wide-ranging, in-depth
knowledge of our business arising from his many years of service
to TJX and, as a result, provides effective leadership for the
Board and support for Ms. Meyrowitz and other management.
Ms. Meyrowitz can devote her attention to leading TJX and
focus on
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its business strategy. Mr. OBrien provides an
appropriate level of independence in TJXs Board leadership
as provided in the Corporate Governance Principles through his
review and approval of meeting agendas, his participation in
management business review meetings and his leadership of the
independent directors.
Attendance. During fiscal 2010, our Board met
11 times. Each director attended at least 75% of all meetings of
the Board and committees of which he or she was a member. At
each regularly scheduled Board meeting, the independent
directors met separately. It is our policy that all nominees and
directors standing for re-election are expected to attend the
annual meeting of stockholders. All nominees and directors
attended the 2009 Annual Meeting.
Board Committees. The Board of Directors has
five standing committees: Audit, Corporate Governance,
Executive, Executive Compensation and Finance. Each
committees charter is available on our website at
www.tjx.com.
All members of the Audit, Corporate Governance, Finance and
Executive Compensation Committees are independent directors.
While each committee has designated responsibilities, the
committees act on behalf of the entire Board. The committees
regularly report on their activities to the entire Board.
The table below provides information about these committees
during fiscal 2010:
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Corporate
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Executive
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Audit
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Governance
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Executive
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Compensation
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Finance
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José B. Alvarez
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X
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Alan M. Bennett
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X
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X
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David A. Brandon
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Bernard Cammarata
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David T. Ching
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X
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Michael F. Hines
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Amy B. Lane**
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X
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X
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Carol Meyrowitz
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|
|
|
|
|
|
|
|
|
|
John F. OBrien
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
X
|
|
|
|
|
|
Robert F. Shapiro
|
|
|
X
|
|
|
|
X
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
Willow B. Shire
|
|
|
|
|
|
|
X
|
*
|
|
|
|
|
|
|
X
|
|
|
|
|
|
Fletcher H. Wiley
|
|
|
X
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of meetings during fiscal 2010
|
|
|
10
|
|
|
|
4
|
|
|
|
0
|
|
|
|
9
|
|
|
|
4
|
|
|
|
|
* |
|
Chair |
|
** |
|
On June 2, 2009, Ms. Lane became a member of the
Executive Committee. |
Audit Committee. The Audit Committee is
responsible for the annual appointment of the independent
registered public accounting firm and oversight of the financial
reporting process. Each member of the Audit Committee is a
non-employee director and meets the independence standards
adopted by the Board in compliance with New York Stock Exchange
listing standards. The Audit Committee operates under the terms
of a written charter which is reviewed by members of the
committee annually. Specifically, the Audit Committees
responsibilities include:
|
|
|
|
|
reviewing with management, internal auditors and the independent
registered public accounting firm our quarterly and annual
financial statements, including the accounting principles and
procedures applied in their preparation and any changes in
accounting policies;
|
|
|
|
monitoring our system of internal financial controls and
accounting practices;
|
|
|
|
overseeing the internal and external audit process, including
the scope and implementation of the annual audit;
|
|
|
|
overseeing our compliance and ethics programs;
|
7
|
|
|
|
|
selecting or terminating the independent registered public
accounting firm, approving their compensation and evaluating the
performance of the independent registered public accounting
firm, 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 registered public
accounting firm; and
|
|
|
|
reviewing other matters as the Board deems appropriate.
|
Executive Compensation Committee. The
Executive Compensation Committee, or the ECC, is responsible for
overseeing executive compensation and benefits. Each member of
the ECC is a non-employee director and meets the independence
standards adopted by the Board in compliance with New York Stock
Exchange listing standards. The ECC operates under the terms of
a written charter which is reviewed by the members of the
committee annually.
Specifically, the ECCs responsibilities include:
|
|
|
|
|
approving the compensation, including awards of stock options,
bonuses and other incentives, of our executive officers and all
other employees in such categories as are from time to time
recommended to the Committee by management or identified by the
Committee;
|
|
|
|
determining the performance targets and performance criteria
under our incentive plans;
|
|
|
|
approving the terms of employment of our executive
officers; and
|
|
|
|
administering our incentive plans.
|
The ECC also reviewed our compensation policies and practices
for our employees to confirm that they do not give rise to risks
which are reasonably likely to have a material adverse effect on
the Company.
Corporate Governance Committee. The Corporate
Governance Committee is responsible for recommending nominees
for directors to the Board and for our corporate governance
practices. Each member of the Corporate Governance Committee is
a non-employee director and meets the independence standards
adopted by the Board in compliance with New York Stock Exchange
listing standards. The Corporate Governance Committee operates
under the terms of a written charter which is reviewed by the
members of the committee annually. Specifically, the Corporate
Governance Committees responsibilities include:
|
|
|
|
|
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
managements plans for succession to senior management
positions.
|
Executive Committee. The Executive Committee
meets at such times as it determines to be appropriate and has
the authority to act for the Board on specified matters during
the intervals between meetings of the Board.
8
Finance Committee. The Finance Committee is
responsible for reviewing and making recommendations to the
Board relating to our financial activities and condition. The
Finance Committee operates under the terms of a written charter
which is reviewed by the members of the committee annually.
Specifically, the Finance Committees responsibilities
include:
|
|
|
|
|
reviewing and making recommendations to the Board with respect
to our financing plans and strategies, financial condition,
capital structure, tax strategies, liabilities and payments,
dividends, stock repurchase programs and insurance programs;
|
|
|
|
approving our cash investment policies, foreign exchange risk
management policies and capital investment criteria and
agreements for borrowing by us and our subsidiaries from banks
and other financial institutions; and
|
|
|
|
reviewing investment policies, performance and actuarial status
of our pension and other retirement benefit plans.
|
Policies Relating to Directors. It is our
policy that no director shall be nominated who has attained the
age of 75 prior to or on the date of his or her election or
re-election. Under our Corporate Governance Principles,
directors with full-time jobs should not serve on more than
three boards of public companies in addition to our Board; no
director should serve on more than four boards of public
companies in addition to our Board; and members of the Audit
Committee should not serve on more than two audit committees of
other companies. When a directors principal occupation or
business association changes during his or her tenure as a
director, our Corporate Governance Principles provide that the
director is required to tender his or her resignation from the
Board, and the Corporate Governance Committee will recommend to
the Board any action to be taken with respect to the resignation.
Code of Conduct. We have a Code of Conduct for
our associates designed to ensure that our business is conducted
with integrity. Our Code of Conduct covers professional conduct,
including employment policies, conflicts of interest,
intellectual property and the protection of confidential
information, as well as adherence to laws and regulations
applicable to the conduct of our business. Information
concerning our Code of Conduct is available on our website at
www.tjx.com.
Code of Ethics for TJX Executives and Code of Business
Conduct and Ethics for Directors. We have a Code
of Ethics for TJX Executives governing our Chairman, Chief
Executive Officer, President, Chief Financial Officer and other
senior operating, financial and legal executives. The Code of
Ethics for TJX Executives is designed to ensure integrity in our
financial reports and public disclosures. We also have a Code of
Business Conduct and Ethics for Directors which promotes honest
and ethical conduct, compliance with applicable laws, rules and
regulations and the avoidance of conflicts of interest. Both of
these codes of conduct are published on our website at
www.tjx.com. We intend to disclose any future amendments
to, or waivers from, the Code of Ethics for TJX Executives or
the Code of Business Conduct and Ethics for Directors within
four business days of the waiver or amendment through a website
posting or by filing a Current Report on
Form 8-K
with the Securities and Exchange Commission, or SEC.
Stock Ownership Guidelines. Our Corporate
Governance Principles provide that a director is expected to
acquire initially at least $10,000 of our common stock outright
and to attain stock ownership with a fair market value equal to
at least four times the annual retainer paid to the directors
within five years of initial election to the Board. Our Chief
Executive Officer is expected to attain stock ownership with a
fair market value equal to at least five times annual base
compensation, and each Senior Executive Vice President is
expected to attain stock ownership with a fair market value of
at least three times annual base compensation. Such ownership
guidelines for our executive officers are reduced by 50% at
age 62. Executives are expected to make steady progress
toward these ownership guidelines and to attain them within five
years from their respective dates of hire for or promotion to
the above positions. It is expected that executives who have not
yet achieved these guidelines will retain 50% of their shares
(on an after-tax basis) resulting from the exercise of stock
options and vesting of deferred and restricted stock.
Sustainability. As part of our commitment to
corporate responsibility, TJX has long been pursuing solutions
to sustainability challenges that both preserve natural
resources and improve profitability. We
9
continue to be committed to environmentally sound business
practices throughout our operations, including energy and water
conservation as well as recycling and waste reduction. We have
discussed our efforts with shareholder groups over the years and
understand the importance to our business, shareholders,
Associates, customers and communities of strong, sustainable
business practices including the value of
aspirational targets to realize improved efficiencies over time.
In response to interest voiced by our shareholders and
Associates, we intend to publish a report prior to our 2011
Annual Meeting that reviews our companys current
sustainability initiatives as well as targets for future
progress.
Communications with Directors. Security
holders and other interested parties may communicate directly
with the Board, the non-management directors or the independent
directors as a group, specified individual directors or the Lead
Director by writing to such individual or group
c/o Office
of the Secretary, The TJX Companies, Inc., 770 Cochituate Road,
Framingham, Massachusetts 01701. The Secretary will forward such
communications to the relevant group or individual at or prior
to the next meeting of the Board.
Requests for Information. Stockholders may
request print copies of our Corporate Governance Principles,
Code of Conduct for Associates, Code of Ethics for TJX
Executives, Code of Business Conduct and Ethics for Directors,
and charters for our Audit, Corporate Governance, Executive,
Executive Compensation and Finance Committees by writing to the
Office of the Secretary at the above address. The current
versions of these documents are also available on our website at
www.tjx.com.
Transactions
with Related Persons
Under the Corporate Governance Committees charter, the
Committee is responsible for reviewing and approving or
ratifying any transaction in which TJX and any of our directors,
director nominees, executive officers, 5% stockholders and their
immediate family members are participants and in which such
persons have a direct or indirect material interest as provided
under SEC rules. In the course of reviewing potential related
person transactions, the Committee considers the nature of the
related persons interest in the transaction; the presence
of standard prices, rates or charges or terms otherwise
consistent with arms-length dealings with unrelated third
parties; the materiality of the transaction to each party; the
reasons for TJX entering into the transaction with the related
person; the potential effect of the transaction on the status of
a director as an independent, outside or disinterested director
or committee member; and any other factors the Committee may
deem relevant. Our General Counsels office is primarily
responsible for the implementation of processes and procedures
for screening potential transactions and providing information
to the Corporate Governance Committee.
Audit
Committee Report
We operate in accordance with a written charter adopted by the
Board and reviewed annually by the Committee. We are responsible
for overseeing the quality and integrity of TJXs
accounting, auditing and financial reporting practices. The
Audit Committee is composed solely of members who are
independent, as defined by the New York Stock Exchange and
TJXs Corporate Governance Principles. Further, the Board
has determined that three of our members (Mr. Hines,
Ms. Lane and Mr. Shapiro) are audit committee
financial experts as defined by the rules of the SEC.
The Audit Committee met 10 times during fiscal 2010, including
four meetings held with TJXs Chief Financial Officer,
Corporate Controller, Corporate Internal Audit and
PricewaterhouseCoopers LLP (PwC), TJXs independent
registered public accounting firm, prior to the public release
of TJXs quarterly and annual earnings announcements in
order to discuss the financial information contained in the
announcements.
We took numerous actions to discharge our oversight
responsibility with respect to the audit process. We received
the written disclosures and the letter from PwC pursuant to
Rule 3526, Communication with Audit Committees Concerning
Independence, of the Public Company Accounting Oversight Board
(PCAOB) concerning any relationships between PwC and
TJX and the potential effects of any disclosed relationships on
PwCs independence and discussed with PwC its independence.
We discussed with management, the internal auditors and PwC,
TJXs internal control over financial reporting and
managements assessment of the effectiveness of internal
control over financial reporting and the internal audit
functions organization,
10
responsibilities, budget and staffing. We reviewed with both PwC
and our internal auditors their audit plans, audit scope and
identification of audit risks.
We discussed and reviewed with PwC communications required by
the Standards of the PCAOB (United States), as described in
PCAOB AU Section 380, Communication with Audit
Committees, and, with and without management present,
discussed and reviewed the results of PwCs examination of
TJXs financial statements. We also discussed the results
of the internal audit examinations with and without management
present.
The aggregate fees that TJX paid for professional services
rendered by PwC for the fiscal years ended January 30, 2010
and January 31, 2009 were:
|
|
|
|
|
|
|
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
Audit
|
|
$
|
4,475
|
|
|
$
|
3,710
|
|
Audit Related
|
|
|
381
|
|
|
|
330
|
|
Tax
|
|
|
476
|
|
|
|
525
|
|
All Other
|
|
|
13
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,345
|
|
|
$
|
4,580
|
|
|
|
|
|
|
Audit fees were for professional services rendered for the
audits of TJXs consolidated financial statements including
financial statement schedules and statutory and subsidiary
audits, assistance with review of documents filed with the SEC,
and opinion on the effectiveness of internal control over
financial reporting with respect to fiscal 2009 and fiscal 2010.
The increase in fees in fiscal 2010 relates primarily to audit
work performed pertaining to the implementation of certain
applications of a new financial reporting system for our
domestic business operations within TJX.
|
|
|
|
Audit related fees were for services related to consultations
concerning financial accounting and reporting standards and
employee benefit plan audits.
|
|
|
|
Tax fees were for services related to tax compliance, planning
and advice, including assistance with tax audits and appeals,
tax services for employee benefit plans, and requests for
rulings and technical advice from tax authorities.
|
|
|
|
All other fees were for services related to training for
TJXs internal audit department in fiscal 2009 and fiscal
2010.
|
We pre-approve all audit services and all permitted non-audit
services by PwC, including engagement fees and terms. We have
delegated the authority to take such action between meetings to
the Audit Committee chair, who reports the decisions made to the
full Audit Committee at its next scheduled meeting.
Our policies prohibit TJX from engaging PwC to provide any
services relating to bookkeeping or other services related to
accounting records or financial statements, financial
information system design and implementation, appraisal or
valuation services, fairness opinions or
contribution-in-kind
reports, actuarial services, internal audit outsourcing, any
management function, legal services or expert services not
related to the audit, broker-dealer, investment adviser, or
investment banking services or human resource consulting. In
addition, we evaluate whether TJXs use of PwC for
permitted non-audit services is compatible with maintaining
PwCs independence. We concluded that PwCs provision
of non-audit services, which we approved in advance, was
compatible with their independence.
We reviewed the audited financial statements of TJX as of and
for the fiscal year ended January 30, 2010 with management
and PwC. Management has the responsibility for the preparation
of TJXs financial statements, and PwC has the
responsibility for the audit of those statements.
11
Based on these reviews and discussions with management and PwC,
we recommended to the Board that TJXs audited financial
statements be included in its Annual Report on
Form 10-K
for the fiscal year ended January 30, 2010 for filing with
the SEC. We also have selected PwC as the independent registered
public accounting firm for fiscal 2011, subject to ratification
by TJXs stockholders.
Audit Committee
Michael F. Hines, Chair
José B. Alvarez
David T. Ching
Amy B. Lane
Robert F. Shapiro
Fletcher H. Wiley
Beneficial
Ownership
The following table shows as of April 12, 2010 the number
of shares of our common stock beneficially owned by each
director, each director nominee, each executive officer named in
the Summary Compensation Table and all directors and executive
officers as a group and the number of deferred shares held by
each director:
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
Beneficially
|
|
Deferred
|
Name
|
|
Owned(1)
|
|
Shares(2)
|
|
José B. Alvarez
|
|
|
350
|
|
|
|
8,991
|
|
Alan M. Bennett
|
|
|
2,000
|
|
|
|
8,991
|
|
David A. Brandon
|
|
|
0
|
|
|
|
19,327
|
|
Bernard Cammarata(3)(4)
|
|
|
1,524,497
|
|
|
|
0
|
|
David T. Ching
|
|
|
4,213
|
|
|
|
6,826
|
|
Ernie L. Herrman
|
|
|
364,317
|
|
|
|
0
|
|
Michael F. Hines
|
|
|
1,800
|
|
|
|
10,039
|
|
Amy B. Lane(4)
|
|
|
13,683
|
|
|
|
11,271
|
|
Carol Meyrowitz(4)
|
|
|
413,733
|
|
|
|
0
|
|
Jeffrey G. Naylor
|
|
|
264,033
|
|
|
|
0
|
|
John F. OBrien
|
|
|
72,992
|
|
|
|
19,666
|
|
Jerome Rossi
|
|
|
140,348
|
|
|
|
0
|
|
Robert F. Shapiro(4)
|
|
|
30,000
|
|
|
|
32,273
|
|
Willow B. Shire
|
|
|
67,629
|
|
|
|
19,750
|
|
Paul Sweetenham
|
|
|
110,753
|
|
|
|
0
|
|
Fletcher H. Wiley
|
|
|
14,000
|
|
|
|
31,738
|
|
All Directors, Nominees and Executive Officers as a Group
(16 persons)
|
|
|
3,024,348
|
|
|
|
168,872
|
|
|
|
|
|
|
The total number of shares beneficially owned by each individual
and by the group each constitutes less than 1% of the
outstanding shares. |
|
(1) |
|
Reflects sole voting and investment power except as indicated in
footnotes below. Includes shares of common stock which each of
the following persons had the right to acquire on April 12,
2010 or within 60 days thereafter through the exercise of
options: Mr. Herrman (234,060), Ms. Lane (7,956),
Ms. Meyrowitz (34,210), Mr. Naylor (120,860),
Mr. OBrien (48,000), Mr. Rossi (81,507),
Ms. Shire (60,000) and Mr. Sweetenham (31,604).
Includes performance-based restricted shares that are subject to
forfeiture restrictions: Mr. Herrman (104,126),
Ms. Meyrowitz (175,000), Mr. Naylor (85,126),
Mr. Rossi (49,000) and Mr. Sweetenham (69,600). |
12
|
|
|
|
|
Includes deferred shares that vest within 60 days of
April 12, 2010, which the following directors have elected
to receive on that date: Mr. Ching (1,630), Ms. Lane
(815), Mr. OBrien (1,630) and Ms. Shire (1,630). |
|
(2) |
|
Payable in shares upon leaving the Board. The following are
unvested: Mr. Alvarez (1,630), Mr. Bennett (1,630),
Mr. Brandon (1,630), Mr. Hines (1,630), Ms. Lane
(815), Mr. Shapiro (1,630) and Mr. Wiley (1,630).
Excludes deferred shares shown as beneficially owned. |
|
(3) |
|
Excludes 1,608 shares owned by Mr. Cammaratas
wife as to which Mr. Cammarata disclaims beneficial
ownership. |
|
(4) |
|
Includes shares owned by trusts or charitable foundations of
which the individual is a trustee or officer: Mr. Cammarata
(1,524,497), Ms. Meyrowitz (117,148), Ms. Lane
(650) and Mr. Shapiro (15,000). |
As of April 12, 2010, based on information filed with the
SEC, persons known by us to beneficially own 5% or more of our
outstanding common stock are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
Number of
|
|
Class
|
Name and Address of Beneficial Owner
|
|
Shares
|
|
Outstanding
|
|
FMR, LLC
82 Devonshire Street
Boston, MA 02109
|
|
|
32,957,535
|
(1)
|
|
|
8.07
|
%
|
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
|
|
|
27,360,595
|
(2)
|
|
|
6.70
|
%
|
|
|
|
(1) |
|
Reflects sole voting power with respect to 1,759,780 shares
and sole dispositive power with respect to all shares. |
|
(2) |
|
Reflects sole voting and sole dispositive power with respect to
all shares. |
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires our directors and executive officers to file
reports of holdings and transactions in our common stock with
the SEC and the New York Stock Exchange. Based on our records
and other information, all reports were timely filed.
13
EXECUTIVE
COMPENSATION
Compensation
Committee Report
We have reviewed and discussed the Compensation Discussion and
Analysis with management. Based on these reviews and
discussions, we recommended to the Board that the Compensation
Discussion and Analysis be included in this proxy statement and
in the Annual Report on
Form 10-K
for the fiscal year ended January 30, 2010.
Executive Compensation Committee
David A. Brandon, Chair
José B. Alvarez
John F. OBrien
Willow B. Shire
Compensation
Discussion and Analysis
Executive
Summary
We have a total compensation approach focused upon
performance-based incentive compensation. Through our
compensation program, we seek to:
|
|
|
|
|
attract and retain very talented individuals in the highly
competitive retail environment, maintaining a very high talent
level in our company and providing for succession broadly across
our management,
|
|
|
|
reward objective achievement of our short- and long-term
financial objectives reflected in our business plans, and
|
|
|
|
enhance shareholder value by directly aligning the interests of
our management and shareholders.
|
Our compensation philosophy reflects pay for performance with
incentive compensation comprising a substantial portion of each
executives compensation opportunity. These incentives
directly tie the amount of each named executive officers
incentive compensation to objective performance achieved by TJX
and its stock and thereby directly link executive compensation
with the interests of our stockholders. We believe that this
philosophy has contributed to our strong overall performance
over many years. Our total stockholder return, for example,
significantly exceeds the performance of the general market
(S&P 500) and our industry index (Dow Jones
U.S. Apparel Retailers Index) over the past one- and
three-year periods.
Total
Stockholder Return vs. Market and Retail Index
|
|
|
1 Year Return
|
|
3 Year Compound Annual Return
|
|
|
|
|
|
|
|
* |
|
Source: Bloomberg and TJX public information. Based on closing
prices as of 1/29/2010. |
14
We entered fiscal 2010 faced with the challenges of a worldwide
recession and established a three-pronged strategy for managing
through the challenging economic times: conservatively plan same
store sales, allowing better flow-through to the bottom line if
we exceeded plans; run with very lean inventories and buy closer
to need than in the past, increasing inventory turns and
protecting gross margins; and focus on cost-cutting measures and
controlling expenses. Implementing this strategy proved very
successful, and we posted results significantly above our
expectations and ahead of last year both on a consolidated basis
and for each of our businesses. Our results also exceeded those
of most other retailers, notwithstanding more challenging
year-over-year
comparisons than those that most other retailers faced. Customer
traffic increased as the year progressed, driving sales. For
fiscal 2010, same store sales increased 6% over the prior year,
and net sales increased 7%, passing the $20 billion mark.
Our diluted earnings per share from continuing operations of
$2.84 for fiscal 2010 increased 37% over the prior fiscal year.
Excluding items affecting comparability*, our earnings per share
in fiscal 2010 increased 48% over the adjusted $1.92 in the
prior year. Our earnings per share growth (compound growth, in
the case of the three-year number) as compared to the peer group
used by the Executive Compensation Committee is provided below.
The fiscal 2010 compensation for our named executive officers
reflects the extraordinary Company performance during fiscal
2010 in the face of these difficult economic conditions.
Earnings
Per Share vs. Peer Group
|
|
|
1 Year Growth*
|
|
3 Year Compound Annual Growth*
|
|
|
|
|
|
|
|
* |
|
Fiscal 2009 excludes the following items that affected
comparability: $0.09 benefit from the 53rd week, $0.03 benefit
for a reserve adjustment for taxes and $0.04 benefit for a
reserve adjustment for the computer intrusion(s). |
Compensation
Philosophy
The Executive Compensation Committee (ECC), a committee of our
Board of Directors comprised of independent directors, has used
the same compensation design for many years: total compensation
competitive with our peers and weighted toward performance-based
incentive compensation. Our short- and long-term incentive plans
broadly cover key associates throughout our company, aligning
the incentives of our named executive officers and these
associates. Our incentives are also fully aligned with our
divisional and corporate plans. These incentives directly link
associate compensation, including our named executive officer
compensation, with the interests of our stockholders by directly
linking the amount of incentive compensation paid to the
objective performance of TJX and its stock. Our incentive
compensation plans also perform an important role in retention
and succession planning.
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Amounts paid under our short and long-term cash incentive plans
are determined on the basis of achievement of pre-established,
objective performance targets and generally require employment
through the one- or multi-year periods under such plans.
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Restricted stock grants are subject to both performance and
time-based vesting and, as a result, are only earned to the
extent that pre-established, objective performance targets and
the service condition associated with such award are met.
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Stock options have realizable value only to the extent that the
value of our stock increases and if the service conditions are
met.
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15
Elements
of Compensation
The elements of our executive compensation include:
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base salaries,
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short-term cash incentives based on achievement of one-year
adjusted pre-tax income targets,
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longer-term cash incentives based on achievement of adjusted
pre-tax income targets over multi-year periods,
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performance-based restricted stock and stock options, and
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retirement benefits, deferred compensation benefits and limited
perquisites.
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In determining the overall level of executive compensation and
the allocation of its components, the ECC considers various
factors. The ECC reviews the performance of TJX as well as the
individual performance of the executives, including both
quantitative and qualitative performance factors. The Corporate
Governance Committee provides the ECC with a review of the
performance of our CEO for the year, including her achievement
of performance objectives set by the Corporate Governance
Committee in addition to those provided in our incentive plans,
but does not make salary recommendations. The CEO provides
reviews of the performance of the other named executive officers
and makes recommendations on salary and other elements of
compensation.
The ECC also reviews data from compensation consultants to
assess the overall competitiveness of our compensation programs
as well as of individual compensation. For fiscal 2010
compensation, the ECC reviewed survey data provided by the Hay
Group, TJXs compensation consultant, for all
management-level employees including the named executive
officers and peer group data provided by Frederic W.
Cook & Co., Inc. (Cook), the ECCs compensation
consultant, with respect to the named executive officers. The
ECC also receives input on other specific matters it requests
from its compensation consultants.
The ECC considers the effects on retention and succession at the
executive officer and other management levels of the levels and
design of compensation. The ECC takes into account contractual
obligations, historical compensation practices believed
successful and the limitation on income tax deductions imposed
by Section 162(m) of the Internal Revenue Code
(Section 162(m)). The ECC also considers matters such as
recruitment, new hires, promotions, organizational changes,
relocations and transitional roles.
The ECC uses all of this information to determine the overall
level and appropriate mix of short-term versus long-term
incentives and cash versus equity-based compensation to provide
a competitive mix and at the same time encourage achievement of
short and long-range goals and employee retention and
succession. The ECC then separately determines individual
compensation components at its various meetings throughout the
year.
We provide retirement benefits, deferred compensation
opportunities and limited perquisites. These help us maintain
our competitive position and retain our executives but do not
form part of the basis for the ECCs consideration of an
executive officers total compensation for any year.
Base
Salary
Each of our named executive officers receives a base salary in
cash during the fiscal year. Base salary contributes to our
overall compensation approach by attracting and retaining
talented individuals at a salary level that reflects the
executives performance, experience and value in the
marketplace. In response to the economic recession, management
implemented a Company-wide expense reduction program for fiscal
2010 including elimination of merit salary increases across a
majority of the Company for fiscal 2010. As a result, none of
the named executive officers received base salary increases for
fiscal 2010.
Incentive
Compensation
A significant portion of each named executive officers
compensation is equity-based and cash incentive compensation
granted under awards requiring an increase in the value of our
stock or achievement, at levels
16
specified by the ECC, based on performance measures approved by
our stockholders. Our equity-based and cash incentive
compensation for our named executive officers in fiscal 2010 was
intended to qualify for an exemption from the deduction
limitation rules of Section 162(m).
The ECC does not apply a formula in determining the portion of
total compensation payable in the form of cash incentive
compensation or equity-based compensation. However, starting in
fiscal 2006, based on input from our stockholders and a review
of our equity grant practices, the ECC reallocated compensation,
reducing the number of stock options granted and increasing
long-term cash incentive opportunities. Performance is certified
by the ECC before any payments are made to our named executive
officers under our cash incentive plans.
Short-Term Cash Incentives. Our annual cash
incentive awards are made under our Management Incentive Plan
(MIP) and are designed to motivate our named executive officers
and other key associates to achieve or exceed a performance
target or targets for the fiscal year. Each MIP award has a
target award opportunity based on achievement of this target.
The amount of a MIP award is determined by measurement of actual
performance against the performance target. If performance meets
the performance target, participants receive their target MIP
awards. If performance exceeds the performance target,
participants are paid more than their target MIP awards based on
the extent to which performance exceeds the performance targets
(but not more than two times the target award, and not more than
$5 million per award for any participant whose compensation
is expected to be subject to the limits on deductibility under
Section 162(m)). If performance does not meet the
performance target, the MIP awards are not paid or are paid
below their target awards, based on the extent to which
performance falls below the performance targets. MIP performance
targets, award opportunities and amounts payable at different
levels of performance are pre-established by the ECC for the
fiscal year.
Long-Term Cash Incentives. Our long-term cash
incentive awards are made under our Long Range Performance
Incentive Plan (LRPIP) and are designed to motivate our named
executive officers and other key associates to achieve or exceed
cumulative multi-year performance targets. Each LRPIP award has
a target award opportunity based on achievement of these
targets. Like the MIP, the amount of LRPIP awards is determined
by measurement of actual performance against the pre-established
performance targets. Performance at target levels results in
payment of the target LRPIP awards. If performance exceeds the
performance targets, participants are paid more than their
target LRPIP awards based on the extent to which performance
exceeds the performance targets (but, under the terms of the
LRPIP, not more than 150% of the target award, subject to a
maximum of $5 million per award for any participant whose
compensation is expected to be subject to the limits on
deductibility under Section 162(m)). If performance does
not meet the performance targets, LRPIP awards are not paid or
are paid below their target awards, based on the extent to which
performance falls below the performance targets. LRPIP
performance targets, award opportunities and amounts payable at
different levels of performance are pre-established by the ECC
for each performance cycle.
Equity-Based Compensation. Equity-based awards
are made under our Stock Incentive Plan, or SIP. The ECC grants
each stock option with an exercise price equal to the closing
price of our common stock on the date of grant. Stock options do
not deliver value unless the value of our stock appreciates and
then only to the extent of such appreciation, thus linking the
interests of our executive officers with those of our
stockholders. Performance-based restricted stock awards vest
only to the extent of achievement of the performance levels
provided for those awards. Both stock options and
performance-based restricted stock awards also have
service-based vesting conditions that provide important
retention incentives.
Other
Elements of Compensation
Retirement Benefits. All of our
U.S.-based
named executive officers participate in a broad-based pension
plan for U.S. associates under which benefits accrue based
on compensation and service. They are also eligible to
participate in our 401(k) plan. Mr. Sweetenham, as a
resident of the U.K., participates in a retirement plan for U.K.
associates under which participants may defer earnings and
receive an employer match and invest their funds to purchase
benefits at retirement. We also maintain a Supplemental
Executive Retirement Plan, or
17
SERP. Ms. Meyrowitz and Mr. Rossi participate in our
primary SERP benefit program, and Mr. Naylor and
Mr. Herrman participate in our alternative SERP benefit
program.
Deferred Compensation. Our named executive
officers can defer compensation under our Executive Savings
Plan, or ESP, an elective deferred compensation plan. Amounts
deferred are notionally invested in mutual funds or other market
investments. Participants in the ESP (other than those eligible
for our primary SERP benefit) receive an employer match, subject
to a vesting schedule, that is similarly notionally invested. Of
our named executive officers in the U.S., Mr. Naylor and
Mr. Herrman were eligible and elected to participate in ESP
and receive this match.
Some of our named executive officers also have amounts
previously deferred under our General Deferred Compensation
Plan, or GDCP, now closed to new deferrals. Under this plan,
deferrals are credited to an account that earns notional
interest until distributed at an annually adjusted rate based on
U.S. Treasury securities.
Perquisites. In fiscal 2010, we provided a
limited amount of perquisites and other personal benefits to our
named executive officers, all of which are detailed in footnote
5 to the Summary Compensation Table below. These perquisites
consisted of (i) an automobile benefit, (ii) financial
and tax planning services, (iii) employer contributions or
credits under our qualified and non-qualified savings plans,
(iv) payment of life insurance premiums and
(v) payment of legal fees associated with the negotiation
of her employment agreement for Ms. Meyrowitz. None of
these perquisites is grossed up for taxes. In addition,
Mr. Sweetenham, a U.K. resident who works in both the U.K.
and the U.S., received a U.S. housing benefit which was
grossed up for U.S. taxes.
Fiscal
2010 Compensation
Fiscal 2010 Highlights. With respect to fiscal
2010 compensation, in light of the world-wide economic
recession, the ECC took the following actions to reflect the
challenges facing TJXs business during fiscal 2010:
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Made no increases to base salary for our named executive
officers for fiscal 2010 consistent with managements
expense reduction program that eliminated merit salary increases
for a majority of TJXs associates.
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Changed the method of calculation of the MIP corporate
performance target for fiscal 2010 to eliminate divisional
weightings and to measure performance on an overall, rather than
division-by-division,
basis, focusing this incentive on the performance of the total
business.
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Fiscal 2010 MIP. The fiscal 2010 MIP
performance target for corporate associates, including our named
executive officers other than Mr. Sweetenham, was the sum
of target levels of pre-tax income for each of our divisions,
excluding capitalized inventory costs and results of T.K. Maxx
in Poland and including intercompany interest income and expense
(adjusted pre-tax income). The corporate MIP
performance target was derived from our Board-approved plan for
our divisions for the fiscal year. As a result, we believed when
the ECC set the target that it was challenging but reasonably
achievable.
The target MIP award opportunities (as a percentage of base
salary) for our named executive officers for fiscal 2010 were:
Ms. Meyrowitz, 100%; Mr. Herrman and Mr. Naylor,
55%; and Mr. Sweetenham and Mr. Rossi, 50%. For fiscal
2010, potential payout of these award opportunities ranged
between 0% to 200% for performance ranging from 78% to 116% and
above of the corporate performance target (except for
18
Mr. Sweetenham, whose potential payout was based on a
blended corporate and TJX Europe performance target, as
described below). For fiscal 2010, our performance under MIP
compared to target was as follows:
Fiscal
2010 MIP
Our named executive officers other than Mr. Sweetenham
earned fiscal 2010 MIP awards of 200% of their respective target
awards. MIP awards for these executives were capped at 200%
despite performance substantially ahead of the target award.
These awards were calculated as follows:
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Adjusted Pre-Tax
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% Above
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Income Performance
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Actual Adjusted
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or Below
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MIP Award Payout
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Target
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Pre-Tax Income
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Target
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Percentage
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$
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1,540,305,000
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$
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2,337,514,000
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152
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%
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200
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%
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Because of Mr. Sweetenhams responsibilities for TJX
Europe as well as other aspects of TJXs business,
Mr. Sweetenhams award was based 60% on the TJX Europe
target and 40% on the corporate target described above. TJX
Europes MIP was paid at 175.01% of target. As a result,
Mr. Sweetenham earned a fiscal 2010 MIP award of 185.01% of
his target award.
Completion of Fiscal
2008-2010
LRPIP Award Cycle. Fiscal 2010 completed the
performance cycle for the fiscal
2008-2010
LRPIP awards. These award opportunities were based on adjusted
pre-tax income targets for each of our divisions for the three
fiscal years on a cumulative basis. Actual divisional
performance for the cycle was compared to the target, resulting
in a payout percentage for the divisional portion of the award
according to a pre-established scale. This payout percentage was
then adjusted for each division according to pre-established
weightings which weight the results of the smaller divisions
more heavily, designed to make performance at the smaller
divisions more meaningful to the LRPIP award and thereby promote
focus on their performance. The resulting divisional percentages
were added together to determine the overall award. The LRPIP
divisional performance targets for fiscal
2008-2010
were derived from our Board-approved plans for our divisions for
the fiscal years at the time of grant. Because these performance
targets reflected our plans for our divisions, we believed when
the ECC set them that they were challenging but reasonably
achievable.
19
Our named executive officers earned fiscal
2008-2010
LRPIP awards of 104.24% of their respective target awards. These
awards were calculated as follows:
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Cumulative
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Cumulative
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3-Year Adjusted
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3-Year
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Unweighted
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Weighted
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Fiscal 2008-2010
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Pre-Tax Income
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Actual Adjusted
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Contribution to
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Contribution to
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Division (Amounts in 000s)
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Performance Target
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Pre-Tax Income
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Target Award
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Target Award
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In the US:
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Marmaxx
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$
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4,175,222
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$
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4,485,876
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111.16
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%
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72.25
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%
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HomeGoods
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$
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269,058
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$
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247,056
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87.73
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%
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8.77
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%
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A.J. Wright
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$
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22,891
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$
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5,097
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0.00
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%
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0.00
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%
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TJX Canada
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C$
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777,272
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C$
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838,119
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111.75
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%
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11.17
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%
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TJX Europe
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£
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259,668
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£
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295,117
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120.48
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%
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|
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12.05
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%
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Total LRPIP Award: 104.24%
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Grant of Fiscal
2010-2012
LRPIP Award Opportunities. The ECC granted LRPIP
award opportunities and established LRPIP performance goals for
the fiscal
2010-2012
cycle. These award opportunities for our named executive
officers were: Ms. Meyrowitz, $1,475,000 target and
$2,212,500 maximum; Mr. Herrman and Mr. Naylor,
$700,000 target and $1,050,000 maximum; Mr. Rossi, $375,000
target and $562,500 maximum; and Mr. Sweetenham, $437,113
target and $655,669 maximum. The minimum level for any payout
was set at 33.33% of the performance targets, and the maximum
payout level was set at 133.33% of the performance targets.
Grant of Performance-Based Restricted Stock Awards in Fiscal
2010. The ECC granted performance-based
restricted stock in fiscal 2010 to our named executive officers
and determined the number of shares granted on the basis of the
potential value of each grant. Ms. Meyrowitzs
performance-based restricted stock award was granted in
connection with her new employment agreement entered into in
March 2009, and the ECC was advised by Cook with respect to its
terms. Although under SEC rules the value of the entire award is
shown in the fiscal 2010 summary compensation table,
Ms. Meyrowitzs award was divided into two tranches,
one for each of the two years of her employment agreement
(150,000 shares in respect of fiscal 2010 service and
performance, and 150,000 shares in respect of fiscal 2011
service and performance).
Ms. Meyrowitzs performance-based restricted stock
required performance resulting in a payout of at least 67% of
the target corporate MIP awards for fiscal 2010 (which required
that TJX achieve 90% of the adjusted pre-tax income reflected in
the fiscal 2010 plan) for full vesting of the first half of the
award, and requires performance resulting in a payout of at
least 67% of the target corporate MIP awards for fiscal 2011
(which requires that TJX achieve 93% of the adjusted pre-tax
income reflected in the fiscal 2011 plan) for full vesting of
the other half of the award. The fiscal 2010 grants of
performance-based restricted stock to our other named executive
officers require performance resulting in a payout of at least
67% of the target LRPIP awards for fiscal
2010-2012
(which, as a result of the divisional weightings in the
computation of the award, requires that TJX achieve 78% of the
cumulative adjusted pre-tax income reflected in the fiscal
2010-2012
plan assuming that each division performs at the same level
against its target performance) for vesting of the entire award.
Performance below these target levels results in a pro rata
reduction in the number of shares that would otherwise vest.
Vesting of the performance-based restricted stock awards granted
in fiscal 2010 is also subject to satisfaction of the service
requirements specified in the awards. The ECC believes these
awards perform an important retention function.
Grant of Stock Options in Fiscal 2010. The ECC
determined the number of stock options granted to our named
executive officers and other associates in September 2009 by
setting a fixed dollar value by executive
and/or
position and dividing this value by the stock price on the grant
date. All options were granted with an exercise price equal to
the closing stock price on the New York Stock Exchange on the
grant date, and in general, have a maximum term of ten years,
vest over three years and, to the extent vested, are exercisable
for a limited period following termination of employment.
Fiscal 2010 Special Bonuses. After we
determined our fiscal 2010 results, the ECC made special awards
to a broad group of associates across TJX to reflect the
extraordinary Company performance during fiscal
20
2010 in the face of the challenging economic conditions. These
awards were generally cash bonuses, but in the case of the named
executive officers, were one-time, special grants of
performance-based restricted stock awards intended to be exempt
from the deduction limits of Section 162(m). The ECC
granted the special awards to our named executive officers to
reward their leadership in achieving this performance, taking
into account, among other things, achievement of financial
results at corporate and divisional levels substantially in
excess of plan, the executives total compensation for the
fiscal year after elimination of salary merit increases for
fiscal 2010 and the related effects on compensation. These
awards were as follows: Ms. Meyrowitz, 25,000 shares;
Mr. Herrman, 11,000 shares; Mr. Naylor,
Mr. Rossi and Mr. Sweetenham, each 7,000 shares.
These awards are subject to performance-based and service-based
vesting conditions. The performance-based vesting conditions
would be satisfied if fiscal 2011 performance results in a
payout of not less than 67% of the corporate MIP target for that
year (which requires that we achieve 93% of the adjusted pre-tax
income reflected in the fiscal 2011 plan).
Related
Policies And Considerations
Employment Agreements. Our named executive
officers are parties to individual employment agreements that
set their terms of employment, including compensation and
benefits, as well as include certain termination and change of
control provisions discussed below under Severance and
Change of Control Provisions. Under the agreements, each
named executive officer is entitled to a minimum level of base
salary. For new employment agreements in fiscal 2010, minimum
base salary was based on the level of base salary on the
effective date of the agreement (except in the case of
Mr. Sweetenham, as described below), consistent with our
elimination of merit increases in fiscal 2010 across the
majority of our Company. Our named executive officers are also
entitled under their agreements to continue to be eligible to
participate in specified benefit programs, including SIP, MIP
and LRPIP, at levels commensurate with their positions and
responsibilities and subject to the terms established by the ECC.
In January 2010, we entered into new employment agreements with
Mr. Herrman, Senior Executive Vice President, Group
President, Mr. Rossi, Senior Executive Vice President,
Group President, and Mr. Sweetenham, Senior Executive Vice
President, Group President, Europe that replaced each named
executive officers then existing employment agreement with
the Company. Each agreement was effective as of January 29,
2010 and, unless terminated earlier in accordance with its
provisions, continues until January 28, 2012 for
Mr. Rossi and until February 2, 2013 for
Messrs. Herrman and Sweetenham. Under their new agreements,
Mr. Herrman is entitled to a minimum annual base salary of
$925,000, and Mr. Rossi is entitled to a minimum annual
base salary of $700,000. Mr. Sweetenhams new
agreement provides for annual base salary starting in fiscal
2011 to be set in U.S. dollars, not less than $850,000, to
be converted and payable in pounds sterling based on exchange
rates in effect on specified determination dates (and to be
further adjusted in Mr. Sweetenhams favor to protect
against a salary decrease in pounds sterling due to exchange
rate fluctuations). In view of his continued service beyond
age 65, Mr. Rossi is entitled under his new agreement
to additional retirement benefit accruals based on his earnings
and service after age 65 if more favorable than his primary
benefit determined under existing SERP terms.
Severance and Change of Control
Provisions. During fiscal 2010, each of our named
executive officers was party to an agreement that provided
severance terms, including in connection with a change of
control, and non-competition and non-solicitation undertakings.
Provisions of these agreements relating to termination and
change of control, and related provisions of the ESP and equity
awards granted under our SIP, are summarized below under
Potential Payments upon Termination or Change of
Control. We provided these terms because we believe that
it is important to define the relative obligations of TJX and
our named executive officers, including obtaining protection
against competition and solicitation, and that severance and
change of control protections assist in attracting and retaining
high quality executives and in keeping them focused on their
responsibilities during any period in which a change of control
may be contemplated or pending.
Stock Ownership Guidelines. We have stock
ownership guidelines that apply to all of our executive
officers, which are summarized in more detail above under
Stock Ownership Guidelines in the Corporate
Governance section. These guidelines are designed to align
our executives interests with those of our
21
stockholders and to encourage a long-term focus. Also, our
policies prohibit our executives from engaging in hedging
transactions with respect to TJX stock.
Tax and Accounting Considerations. We
structure U.S. incentive compensation arrangements to
qualify as performance-based compensation exempt from the
deduction limitations under Section 162(m), but we view the
availability of a tax deduction as only one relevant
consideration. We continue to emphasize performance-based
compensation for executives and thus generally minimize the
effect of Section 162(m). However, the ECC believes that
its primary responsibility is to provide a compensation program
that attracts, retains and rewards the executive talent
necessary for our success. Consequently, the ECC authorizes
compensation in excess of $1 million that is not
performance-based.
Equity Grant Practices. All of our equity
awards are made under our stockholder-approved SIP. Virtually
all of our stock options and other equity-based awards are
granted at regularly scheduled ECC meetings held on
approximately the same dates each year. The specific dates of
the meetings are set by the Board, along with its determination
of all regularly scheduled Board and committee meetings,
generally about two years in advance. In limited circumstances,
typically at regularly scheduled ECC meetings and in connection
with new hires or promotions, the ECC approves or grants stock
options and stock awards at other times during the year. The ECC
does not have any programs, plans or practices of timing these
equity grants in coordination with the release of material
non-public information. The exercise price of each stock option
grant is the closing stock price on the New York Stock Exchange
on the grant date. The SIP prohibits, without stockholder
approval, any repricing requiring stockholder approval under
applicable NYSE rules.
Executive
Compensation Committee Processes And Procedures
The ECC is responsible for overseeing executive compensation and
benefits. The ECC has the authority, without Board or management
approval, to retain and terminate its compensation consultants
and to determine their fees and terms of engagement. In
addition, the ECC may delegate its authority to a subcommittee
and may establish formal procedures to govern its operation, as
it deems appropriate.
The ECC reviews and approves compensation matters at various
meetings during the year. The ECC generally acts as follows
including with respect to our named executive officers (though
this past year, the ECC conducted its annual review of executive
compensation in September rather than in June):
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Meeting
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Action
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June
|
|
Overall executive compensation review and base salary changes
approved
|
September
|
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Grant of stock options under SIP
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January/February
|
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Review of potential incentive award opportunities under MIP and
LRPIP
|
March/April
|
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Certification of performance results for performance-based
restricted stock awards previously granted under SIP with
performance targets for or ending in prior fiscal year
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Grant of performance-based restricted stock awards under SIP
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Certification of performance results under MIP awards for prior
fiscal year and LRPIP awards with cycles ending in prior fiscal
year
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Establishment of MIP targets for current fiscal year and LRPIP
targets for cycles beginning in current fiscal year
|
Regular/Special
|
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Approval of employment agreements and salary increases and
grants of equity incentives to senior executives, including
executive officers, in the case of promotions, new hires,
contractual obligations and other circumstances
|
Our named executive officers play a limited role in the
executive compensation process. As described above, our Chief
Executive Officer provides annual performance reviews of the
other named executive officers and makes recommendations to the
ECC regarding their base salaries and other elements of
compensation. The ECC then considers those performance reviews
and recommendations in establishing base salaries, cash
incentive awards and equity grants.
Our named executive officers participate in our strategic
planning process and recommend to the Board for its review and
approval the annual and multi-year plans for TJX and its
divisions. These plans are the basis for the MIP and LRPIP
performance targets and the restricted stock performance
criteria, all of which are
22
approved by the ECC. In addition, Mr. Herrman assisted the
ECC in its administration of the various benefit and incentive
plans and advised the ECC regarding the general design and
structure of these plans. Mr. Cammarata,
Ms. Meyrowitz, and Mr. Herrman regularly attended ECC
meetings at the request of the ECC, although the ECC met in
executive session at all regularly scheduled meetings.
Compensation
Consultants and Benchmarking
During fiscal 2010, the ECC was advised by Cook and by Steven
Hall & Partners (Hall), independent compensation
consultants engaged by and reporting to the ECC. Neither Cook
nor Hall performed any services for TJX other than work for the
ECC. The level of Cooks and Halls engagement and
their respective fees were determined by the ECC. Cook advised
the ECC with respect to the competitive positioning of base
salary, annual bonus and long-term incentives for senior
management, including our named executive officers, and Hall
advised the ECC on certain retirement arrangements. During
fiscal year 2010, the ECC also considered reports and survey
data by the Hay Group (Hay), TJXs compensation consultant,
on company-wide incentive compensation.
For fiscal 2010, the ECC benchmarked total compensation of our
named executive officers and each of the elements of that
compensation against a group of 11 peer companies that are
large, publicly traded retailers selected by the ECC:
Peer
Group Companies
|
|
|
Dillards Inc.
|
|
OfficeMax Incorporated
|
The Gap, Inc.
|
|
J. C. Penney Company, Inc.
|
Kohls Corporation
|
|
Ross Stores, Inc.
|
Limited Brands, Inc.
|
|
Staples, Inc.
|
Macys, Inc.
|
|
Target Corporation
|
Nike, Inc.
|
|
|
Substantially the same peer group has been used by the ECC over
a number of years, and the ECC considers revisions each year to
reflect changes in the peer group and TJX with the advice of the
ECCs compensation consultant and our management. In fiscal
2011, the ECC intends to undertake a comprehensive review of the
composition of the peer group. Although the ECC uses peer group
data to provide context for its own determinations, it does not
target compensation or any element of compensation for our named
executive officers by reference to any specified level at the
peer group.
23
Summary
Compensation Table
The following table provides information concerning compensation
for our principal executive officer, our principal financial
officer and our three other most highly paid executive officers
during fiscal 2010 (collectively, our named executive officers):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Change in
|
|
|
|
|
Name and
|
|
Fiscal
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Pension and
|
|
All Other
|
|
|
Principal Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Awards(2)
|
|
Awards(2)
|
|
Compensation(3)
|
|
SERP Value(4)
|
|
Compensation(5)
|
|
Total
|
|
Carol Meyrowitz
|
|
|
2010
|
|
|
$
|
1,475,000
|
|
|
|
|
|
|
$
|
7,692,000
|
(6)
|
|
$
|
1,168,840
|
|
|
$
|
4,409,361
|
|
|
$
|
2,565,940
|
|
|
$
|
50,971
|
|
|
$
|
17,362,112
|
(6)
|
President and Chief
|
|
|
2009
|
(1)
|
|
$
|
1,503,366
|
|
|
|
|
|
|
$
|
1,974,500
|
|
|
$
|
1,073,510
|
|
|
$
|
2,258,393
|
|
|
$
|
1,636,542
|
|
|
$
|
43,040
|
|
|
$
|
8,489,351
|
|
Executive Officer
|
|
|
2008
|
|
|
$
|
1,400,000
|
|
|
|
|
|
|
$
|
1,185,325
|
|
|
$
|
1,005,600
|
|
|
$
|
2,305,830
|
|
|
$
|
1,492,146
|
|
|
$
|
55,034
|
|
|
$
|
7,443,935
|
|
Jeffrey G. Naylor
|
|
|
2010
|
|
|
$
|
740,000
|
|
|
|
|
|
|
$
|
643,750
|
|
|
$
|
584,666
|
|
|
$
|
1,543,680
|
|
|
$
|
248,797
|
|
|
$
|
115,375
|
|
|
$
|
3,876,268
|
|
Senior Executive
|
|
|
2009
|
(1)
|
|
$
|
741,154
|
|
|
|
|
|
|
$
|
414,880
|
|
|
$
|
536,912
|
|
|
$
|
1,036,955
|
|
|
$
|
68,053
|
|
|
$
|
52,253
|
|
|
$
|
2,850,207
|
|
Vice President
|
|
|
2008
|
|
|
$
|
683,654
|
|
|
|
|
|
|
$
|
444,511
|
|
|
$
|
502,800
|
|
|
$
|
896,171
|
|
|
$
|
60,863
|
|
|
$
|
74,886
|
|
|
$
|
2,662,885
|
|
Chief Financial and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Officer(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ernie L. Herrman
|
|
|
2010
|
|
|
$
|
925,000
|
|
|
|
|
|
|
$
|
772,500
|
|
|
$
|
779,390
|
|
|
$
|
1,747,180
|
|
|
$
|
190,998
|
|
|
$
|
41,280
|
|
|
$
|
4,456,348
|
|
Senior Executive
|
|
|
2009
|
(1)
|
|
$
|
897,019
|
|
|
|
|
|
|
$
|
414,880
|
|
|
$
|
715,778
|
|
|
$
|
1,092,175
|
|
|
$
|
89,367
|
|
|
$
|
43,160
|
|
|
$
|
3,252,379
|
|
Vice President
|
|
|
2008
|
|
|
$
|
757,211
|
|
|
|
|
|
|
$
|
444,511
|
|
|
$
|
502,800
|
|
|
$
|
934,392
|
|
|
$
|
51,447
|
|
|
$
|
67,138
|
|
|
$
|
2,757,499
|
|
Group President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jerome Rossi
|
|
|
2010
|
|
|
$
|
700,000
|
|
|
|
|
|
|
$
|
309,000
|
|
|
$
|
584,666
|
|
|
$
|
1,090,900
|
|
|
$
|
873,736
|
|
|
$
|
43,347
|
|
|
$
|
3,601,649
|
|
Senior Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Sweetenham(8)
|
|
|
2010
|
|
|
$
|
734,349
|
|
|
|
|
|
|
$
|
515,000
|
|
|
$
|
350,922
|
|
|
$
|
969,251
|
|
|
|
|
|
|
$
|
286,393
|
|
|
$
|
2,855,915
|
|
Senior Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group President, Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Fiscal 2009 was a 53 week year. |
|
(2) |
|
Reflects the fair value of stock and options awards on the grant
date. Stock awards are valued based on the closing price of our
common stock on the New York Stock Exchange on the grant date.
Option awards are valued on the Black-Scholes option pricing
model. The underlying valuation assumptions for equity awards
are further discussed in Note H to our audited financial
statements filed with our Annual Report on
Form 10-K
for fiscal 2010. |
|
(3) |
|
Reflects amounts earned under the MIP for fiscal 2010:
Ms. Meyrowitz ($2,950,001), Mr. Herrman ($1,017,500),
Mr. Rossi ($700,000), Mr. Sweetenham ($679,295) and
Mr. Naylor ($814,000). Reflects amounts earned under the
LRPIP for the LRPIP cycle for fiscal
2008-2010:
Ms. Meyrowitz ($1,459,360), Mr. Herrman ($729,680),
Mr. Rossi ($390,900), Mr. Sweetenham ($289,957) and
Mr. Naylor ($729,680). Amounts earned were paid in March
2010 following the ECCs certification of performance
results. |
|
(4) |
|
Amounts reflect the change in the actuarial present value of
accumulated benefit obligations under our broad-based retirement
plan and our SERP. Our named executive officers did not receive
above-market or preferential earnings on non-tax qualified
deferred compensation. Mr. Sweetenham did not participate
in these plans. |
|
(5) |
|
The table below shows amounts under All Other Compensation for
fiscal 2010. Perquisites and other personal benefits are valued
on an aggregate incremental cost basis. All figures shown below
in footnote 5 represent the direct dollar cost incurred by us in
providing these perquisites and other personal benefits to our
named executive officers. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reimbursement
|
|
|
|
Company
|
|
|
|
|
|
|
|
|
for Financial,
|
|
Employer
|
|
Paid
|
|
|
|
|
|
|
|
|
Tax
|
|
Contributions or
|
|
Amounts
|
|
|
|
Total
|
|
|
Automobile
|
|
Planning and
|
|
Credits Under
|
|
for Life
|
|
Housing
|
|
All Other
|
Name
|
|
Benefit
|
|
Legal Services(a)
|
|
Savings Plans(b)
|
|
Insurance
|
|
Benefit(c)
|
|
Compensation
|
|
Carol Meyrowitz
|
|
$
|
35,904
|
|
|
$
|
9,225
|
|
|
$
|
4,630
|
|
|
$
|
1,212
|
|
|
|
|
|
|
$
|
50,971
|
|
Jeffrey G. Naylor
|
|
$
|
35,904
|
|
|
|
|
|
|
$
|
78,259
|
|
|
$
|
1,212
|
|
|
|
|
|
|
$
|
115,375
|
|
Ernie L. Herrman
|
|
$
|
35,904
|
|
|
|
|
|
|
$
|
5,299
|
|
|
$
|
77
|
|
|
|
|
|
|
$
|
41,280
|
|
Jerome Rossi
|
|
$
|
35,904
|
|
|
$
|
1,500
|
|
|
$
|
4,731
|
|
|
$
|
1,212
|
|
|
|
|
|
|
$
|
43,347
|
|
Paul Sweetenham
|
|
$
|
28,611
|
|
|
|
|
|
|
$
|
110,528
|
|
|
$
|
813
|
|
|
$
|
146,441
|
|
|
$
|
286,393
|
|
24
|
|
|
(a) |
|
Amounts reflect legal fees associated with negotiating
Ms. Meyrowitzs 2009 employment agreement and
financial planning assistance for Mr. Rossi. |
|
(b) |
|
Amounts reflect matching contributions under our 401(k) plan
and, in the case of Mr. Naylor and Mr. Herrman, the
matching contributions under our ESP. For Mr. Sweetenham,
the amount reflects matching contributions under the T.K. Maxx
retirement plan. Mr. Sweetenham did not participate in our
U.S. retirement plans. |
|
(c) |
|
Represents a housing benefit of $86,400 and a related tax
gross-up of
$60,041 for Mr. Sweetenham who works in both the U.S. and
U.K. |
|
|
|
(6) |
|
Stock awards and total compensation for fiscal 2010 for
Ms. Meyrowitz include $3,846,000 for 150,000 shares of
performance-based restricted stock award relating to performance
in fiscal 2011. |
|
(7) |
|
Mr. Naylor was Senior Vice President, Chief Administrative
and Business Development Officer from June 2007 to January 2009. |
|
(8) |
|
Mr. Sweetenham is paid in U.K. pounds sterling. These
amounts are converted from pounds sterling at an average annual
exchange rate for fiscal 2010 of $1.5895 per pound. |
Total compensation for our named executive officers is composed
of base salary, short-term and long-term cash incentives,
long-term equity-based incentives, retirement benefits and
limited perquisites. During fiscal 2010, each of our named
executive officers had an employment agreement that provided for
a base salary of not less than the amount of such officers
base salary as of the effective date of the employment
agreement. Our named executive officers were entitled under
their employment agreements to participate in our SIP, MIP and
LRPIP, and received cash and equity incentives only pursuant to
these plans during fiscal 2010. Ms. Meyrowitz and
Mr. Rossi participated in our primary SERP benefit and
Mr. Herrman and Mr. Naylor participated in our
alternative SERP benefit. Mr. Sweetenham, as a resident of
the U.K., participates in a retirement plan for U.K. associates
under which participants may defer earnings and receive an
employer match. All of our
U.S.-based
named executive officers participated in our tax-qualified
defined benefit plan and were eligible to make deferrals to our
401(k) plan and our ESP. Mr. Naylor and Mr. Herrman
were eligible to receive, and received, matching contributions
under the ESP during all or part of fiscal 2010. Our named
executive officers received an automobile benefit and were
entitled under their employment agreements to participation in
fringe benefit plans and programs made available to executives
generally. Mr. Sweetenham as a U.K. resident is entitled to
U.S. housing and immigration benefits (with a related tax
gross-up),
as well as tax equalization and tax preparation assistance.
25
Grants of
Plan-Based Awards in Fiscal 2010
The following table reports potential payouts under our
incentive plans and all other stock and option awards that were
granted during fiscal 2010 to our named executive officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
|
|
Grant Date
|
|
|
|
|
Estimated Future Payouts
|
|
Estimated Future Payouts
|
|
Number of
|
|
Number of
|
|
Exercise or
|
|
Fair Value
|
|
|
|
|
Under Non-Equity Incentive
|
|
Under Equity Incentive
|
|
Shares of
|
|
Securities
|
|
Base Price
|
|
of Stock
|
Name and
|
|
Grant
|
|
Plan Awards ($)
|
|
Plan Awards (# of Shares)
|
|
Stock or
|
|
Underlying
|
|
of Options
|
|
and Option
|
Award Type
|
|
Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Units
|
|
Options
|
|
Awards(1)
|
|
Awards(2)
|
|
Carol Meyrowitz
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MIP(3)
|
|
|
04/01/09
|
|
|
|
|
|
|
$
|
1,475,000
|
|
|
$
|
2,950,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LRPIP(4)
|
|
|
04/01/09
|
|
|
|
|
|
|
$
|
1,475,000
|
|
|
$
|
2,212,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
|
09/17/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95,260
|
|
|
|
95,260
|
|
|
|
95,260
|
|
|
|
|
|
|
|
|
|
|
$
|
37.74
|
|
|
$
|
1,168,840
|
|
Stock Awards
|
|
|
03/31/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300,000
|
|
|
|
300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,692,000
|
|
Jeffrey G. Naylor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MIP(3)
|
|
|
04/01/09
|
|
|
|
|
|
|
$
|
407,000
|
|
|
$
|
814,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LRPIP(4)
|
|
|
04/01/09
|
|
|
|
|
|
|
$
|
700,000
|
|
|
$
|
1,050,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
|
09/17/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,650
|
|
|
|
47,650
|
|
|
|
47,650
|
|
|
|
|
|
|
|
|
|
|
$
|
37.74
|
|
|
$
|
584,666
|
|
Stock Awards
|
|
|
04/07/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
643,750
|
|
Ernie L. Herrman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MIP(3)
|
|
|
04/01/09
|
|
|
|
|
|
|
$
|
508,750
|
|
|
$
|
1,017,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LRPIP(4)
|
|
|
04/01/09
|
|
|
|
|
|
|
$
|
700,000
|
|
|
$
|
1,050,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
|
09/17/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,520
|
|
|
|
63,520
|
|
|
|
63,520
|
|
|
|
|
|
|
|
|
|
|
$
|
37.74
|
|
|
$
|
779,390
|
|
Stock Awards
|
|
|
04/07/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
772,500
|
|
Jerome Rossi
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MIP(3)
|
|
|
04/01/09
|
|
|
|
|
|
|
$
|
350,000
|
|
|
$
|
700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LRPIP(4)
|
|
|
04/01/09
|
|
|
|
|
|
|
$
|
375,000
|
|
|
$
|
562,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
|
09/17/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,650
|
|
|
|
47,650
|
|
|
|
47,650
|
|
|
|
|
|
|
|
|
|
|
$
|
37.74
|
|
|
$
|
584,666
|
|
Stock Awards
|
|
|
04/07/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
309,000
|
|
Paul Sweetenham
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MIP(3)
|
|
|
04/01/09
|
|
|
|
|
|
|
$
|
367,175
|
|
|
$
|
734,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LRPIP(4)
|
|
|
04/01/09
|
|
|
|
|
|
|
$
|
437,113
|
|
|
$
|
655,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
|
09/17/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,600
|
|
|
|
28,600
|
|
|
|
28,600
|
|
|
|
|
|
|
|
|
|
|
$
|
37.74
|
|
|
$
|
350,922
|
|
Stock Awards
|
|
|
04/07/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
515,000
|
|
|
|
|
(1) |
|
All option awards were granted with an exercise price equal to
the closing price on the New York Stock Exchange on the date of
grant. |
|
(2) |
|
Reflects the fair value of stock and options awards on the grant
date. Stock awards are valued based on the closing price of our
common stock on the New York Stock Exchange on the grant date.
Option awards are valued on the Black-Scholes option pricing
model. The underlying valuation assumptions for equity awards
are further discussed in Note H to our audited financial
statements filed with our Annual Report on
Form 10-K
for fiscal 2010. |
|
(3) |
|
Amounts reflect award opportunities under the fiscal 2010 MIP.
Actual amounts earned under the fiscal 2010 MIP awards are shown
in footnote 3 to the Summary Compensation Table. |
|
(4) |
|
Amounts reflect award opportunities under the LRPIP cycle for
fiscal
2010-2012. |
Amounts above reflect short-term cash incentives granted under
our MIP and long-term cash incentives granted under our LRPIP.
Our MIP and LRPIP are discussed above in Compensation
Discussion and Analysis.
In fiscal 2010, we granted all equity incentives, including
stock options and performance-based restricted stock, under our
SIP. Stock options generally have a maximum term of ten years,
vest in equal annual installments over three years, upon a
change of control and in the event of certain terminations of
employment. In the event a named executive officers
employment is terminated by reason of death, disability, or
retirement at or after age 65 with five or more years of
service, vested options generally remain exercisable for five
years following termination, unless the option terminates on an
earlier date pursuant to its terms. Following a retirement at or
after age 65 with ten or more years of service, or a
retirement at or after age 60 with twenty or more years of
service, vested options generally remain exercisable for five
years following termination and unvested options continue to
vest for the three year period following retirement on the same
basis as if the named executive officer had not retired and
remain exercisable for an extended period, unless the option
26
terminates on an earlier date pursuant to its terms. In the
event of any other termination, other than a termination for
cause, vested options for our named executive officers generally
remain exercisable for six months following termination (or such
other 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. All options, whether or not
then vested, are forfeited on a termination for cause.
The restricted stock awards, including the right to receive
dividends on restricted stock granted in fiscal 2010, have both
service-based and performance-based vesting conditions, except
that awards fully vest upon a change of control and, for
Ms. Meyrowitz, in the event of her death or disability. For
performance-based restricted stock granted to our named
executive officers in fiscal 2010, the service-based conditions
are satisfied by continuous employment through the scheduled
vesting date (or, for Ms. Meyrowitz, through the end of the
fiscal year immediately preceding the vesting date), and the
performance-based conditions are tied to the corporate
performance target under our LRPIP (or, for Ms. Meyrowitz,
under our MIP).
Outstanding
Equity Awards at Fiscal Year End
The following table provides information on outstanding option
and stock awards for named executive officers as of
January 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Plan Awards:
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value of
|
|
|
Number of
|
|
|
Market or
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Shares or
|
|
|
Unearned
|
|
|
Payout Value
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Units of
|
|
|
Shares,
|
|
|
of Unearned
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Stock That
|
|
|
Stock That
|
|
|
Units or
|
|
|
Shares, Units or
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
Other Rights
|
|
|
Other Rights
|
|
|
|
Options
|
|
|
Options
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Vested
|
|
|
Vested
|
|
|
That Have
|
|
|
That Have
|
|
Name
|
|
Exercisable(1)
|
|
|
Unexercisable(1)
|
|
|
Options
|
|
|
Price
|
|
|
Date
|
|
|
(2),(4)
|
|
|
(2),(3)
|
|
|
Not Vested(4)
|
|
|
Not Vested(4)
|
|
|
Carol Meyrowitz
|
|
|
127,500
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
27.00
|
|
|
|
09/06/16
|
|
|
|
150,000
|
|
|
$
|
5,701,500
|
|
|
|
150,000
|
|
|
$
|
5,701,500
|
|
|
|
|
80,000
|
|
|
|
40,000
|
|
|
|
0
|
|
|
$
|
29.23
|
|
|
|
09/10/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,210
|
|
|
|
68,420
|
|
|
|
0
|
|
|
$
|
35.03
|
|
|
|
09/08/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
95,260
|
|
|
|
0
|
|
|
$
|
37.74
|
|
|
|
09/17/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey G. Naylor
|
|
|
75,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
22.82
|
|
|
|
02/02/14
|
|
|
|
15,938
|
|
|
$
|
605,803
|
|
|
|
37,188
|
|
|
$
|
1,413,516
|
|
|
|
|
150,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
21.75
|
|
|
|
09/08/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
21.43
|
|
|
|
09/07/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,750
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
27.00
|
|
|
|
09/06/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
20,000
|
|
|
|
0
|
|
|
$
|
29.23
|
|
|
|
09/10/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,110
|
|
|
|
34,220
|
|
|
|
0
|
|
|
$
|
35.03
|
|
|
|
09/08/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
47,650
|
|
|
|
0
|
|
|
$
|
37.74
|
|
|
|
09/17/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ernie L. Herrman
|
|
|
57,500
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
21.75
|
|
|
|
09/08/14
|
|
|
|
15,938
|
|
|
$
|
605,803
|
|
|
|
42,188
|
|
|
$
|
1,603,566
|
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
21.43
|
|
|
|
09/07/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,750
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
27.00
|
|
|
|
09/06/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
20,000
|
|
|
|
0
|
|
|
$
|
29.23
|
|
|
|
09/10/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,810
|
|
|
|
45,620
|
|
|
|
0
|
|
|
$
|
35.03
|
|
|
|
09/08/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
63,520
|
|
|
|
0
|
|
|
$
|
37.74
|
|
|
|
09/17/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jerome Rossi
|
|
|
41,250
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
21.43
|
|
|
|
09/07/15
|
|
|
|
10,200
|
|
|
$
|
387,702
|
|
|
|
19,800
|
|
|
$
|
752,598
|
|
|
|
|
35,063
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
27.00
|
|
|
|
09/06/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,334
|
|
|
|
14,666
|
|
|
|
0
|
|
|
$
|
29.23
|
|
|
|
09/10/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,110
|
|
|
|
34,220
|
|
|
|
0
|
|
|
$
|
35.03
|
|
|
|
09/08/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
47,650
|
|
|
|
0
|
|
|
$
|
37.74
|
|
|
|
09/17/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Sweetenham
|
|
|
34,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
27.00
|
|
|
|
09/06/16
|
|
|
|
8,500
|
|
|
$
|
323,085
|
|
|
|
29,100
|
|
|
$
|
1,106,091
|
|
|
|
|
21,334
|
|
|
|
10,666
|
|
|
|
0
|
|
|
$
|
29.23
|
|
|
|
09/10/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,270
|
|
|
|
20,540
|
|
|
|
0
|
|
|
$
|
35.03
|
|
|
|
09/08/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
28,600
|
|
|
|
0
|
|
|
$
|
37.74
|
|
|
|
09/17/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
All option awards have a ten-year term and vest in equal annual
installments over three years, beginning on the first
anniversary of the grant date, and upon a change of control and
certain employment terminations. |
|
(2) |
|
Reflects shares that have been earned but that have not vested. |
|
(3) |
|
Market values reflect the closing price of our common stock on
the New York Stock Exchange on January 29, 2010 (the last
business day of the fiscal year), which was $38.01. |
27
|
|
|
(4) |
|
The following table shows the scheduled vesting dates for all
unvested share awards for our named executive officers as of
January 30, 2010, subject to satisfaction of the
performance- and service-based conditions of the award: |
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Name
|
|
Unvested Shares
|
|
Vesting Date
|
|
Carol Meyrowitz
|
|
|
150,000
|
|
|
|
04
|
/2010(a)
|
|
|
|
150,000
|
|
|
|
04
|
/2011(a)
|
Jeffrey G. Naylor
|
|
|
15,938
|
|
|
|
04
|
/15/10
|
|
|
|
12,188
|
|
|
|
04
|
/15/11
|
|
|
|
25,000
|
|
|
|
04
|
/15/12
|
Ernie L. Herrman
|
|
|
15,938
|
|
|
|
09
|
/06/10
|
|
|
|
12,188
|
|
|
|
09
|
/06/11
|
|
|
|
30,000
|
|
|
|
09
|
/06/12
|
Jerome Rossi
|
|
|
10,200
|
|
|
|
09
|
/06/10
|
|
|
|
7,800
|
|
|
|
09
|
/06/11
|
|
|
|
12,000
|
|
|
|
09
|
/06/12
|
Paul Sweetenham
|
|
|
8,500
|
|
|
|
09
|
/06/10
|
|
|
|
9,100
|
|
|
|
09
|
/06/11
|
|
|
|
20,000
|
|
|
|
09
|
/06/12
|
|
|
|
(a) |
|
Shares vest on the date of the April 2010 and April 2011
regularly scheduled meetings of the ECC. |
Option
Exercises and Stock Awards Vested during Fiscal 2010
The following table provides information relating to option
exercises and stock award vesting of performance-based
restricted stock for our named executive officers during fiscal
2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
|
Acquired
|
|
Realized
|
|
Acquired
|
|
Realized
|
Name
|
|
on Exercise
|
|
on Exercise(1)
|
|
on Vesting
|
|
on Vesting(2)
|
|
Carol Meyrowitz
|
|
|
0
|
|
|
$
|
0
|
|
|
|
160,000
|
|
|
$
|
4,120,000
|
|
Jeffrey G. Naylor
|
|
|
0
|
|
|
$
|
0
|
|
|
|
15,938
|
|
|
$
|
430,804
|
|
Ernie L. Herrman
|
|
|
125,000
|
|
|
$
|
1,857,659
|
|
|
|
15,938
|
|
|
$
|
576,796
|
|
Jerome Rossi
|
|
|
165,000
|
|
|
$
|
2,147,013
|
|
|
|
3,188
|
|
|
$
|
115,374
|
|
Paul Sweetenham
|
|
|
12,500
|
|
|
$
|
173,729
|
|
|
|
4,250
|
|
|
$
|
153,808
|
|
|
|
|
(1) |
|
Represents the stock price on the New York Stock Exchange on
exercise date minus the option exercise price multiplied by the
number of shares acquired on exercise. |
|
(2) |
|
Represents the stock price on the New York Stock Exchange on
vesting date. |
Pension
Benefits
In the U.S., we have a tax-qualified defined benefit plan, or
Retirement Plan, and a non-qualified Supplemental Executive
Retirement Plan, or SERP. We do not have a policy of granting
extra years of credited service for purposes of these plans. Our
Retirement Plan was closed to new participants as of
February 1, 2006, although participants employed prior to
that date continue to accrue benefits. Consistent with industry
practices, we have not offered primary SERP benefits to any new
participants in a number of years and do not currently intend to
do so in the future, although we continue to offer an
alternative SERP benefit.
Under our Retirement Plan, participants accrue a benefit payable
as an annuity at retirement or, if vested, on an earlier
termination of employment. The amount accrued each year once
participation commences after an initial one-year eligibility
period, expressed as a life annuity commencing at age 65,
is 1% of eligible compensation (base salary and MIP awards) up
to a periodically adjusted limit ($90,000 in calendar 2009 and
$94,000 in calendar 2010) and 1.4% of eligible compensation
in excess of that limit. For years of service in excess of 35,
the accrual rate is 1% per year of eligible compensation.
Compensation in excess of another
28
periodically adjusted limit, currently $245,000, however, is
disregarded for these purposes. Eligible participants are also
entitled to supplemental credits. Benefits under the Retirement
Plan vest, in general, after five years of service. A vested
participant who retires or whose employment terminates prior to
age 65 with at least ten years of service may elect to
receive a reduced annuity benefit commencing at age 55 or
later.
Under our SERP, the primary benefit provides participants who
retire at or after age 55 with at least ten years of
service a benefit equal to the value of an annuity commencing at
age 65 providing annual payments up to a maximum of 50% of
the participants final average earnings, less other
employer-provided retirement benefits and social security
benefits. This benefit, before offsets, accrues at the rate of
2.5% of final average earnings for each year of service not in
excess of 20 until age 65. In determining final average
earnings, the SERP includes base salary and MIP, but not LRPIP,
and uses the highest average of five years over the preceding
ten years. The primary SERP benefit is payable in installments,
or in certain other forms of actuarially equivalent value. The
alternative benefit provides participants whose Retirement Plan
benefits are affected by Internal Revenue Service benefit
restrictions, or deferrals under our nonqualified deferred
compensation plans, with the amount of the benefits lost by
reason of those restrictions or deferrals. Participants who are
eligible for the primary benefit are eligible to receive the
alternative benefit in lieu of the primary benefit if it
provides a greater benefit at the time of retirement or other
termination of employment.
The following table provides information on pension benefits for
our named executive officers eligible for these benefits as of
January 30, 2010 (as a U.K. resident, Mr. Sweetenham
did not participate in these plans):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Present
|
|
Payments
|
|
|
|
|
Years of
|
|
Value of
|
|
Made During
|
|
|
|
|
Credited
|
|
Accumulated
|
|
Last Fiscal
|
Name
|
|
Plan Name(1)
|
|
Service
|
|
Benefit(4)
|
|
Year
|
|
Carol Meyrowitz(2)
|
|
Retirement Plan
|
|
|
23
|
|
|
$
|
314,336
|
|
|
|
|
|
|
|
SERP (Primary)
|
|
|
20
|
|
|
$
|
8,555,828
|
|
|
|
|
|
Jeffrey G. Naylor(3)
|
|
Retirement Plan
|
|
|
5
|
|
|
$
|
81,132
|
|
|
|
|
|
|
|
SERP (Alternative)
|
|
|
5
|
|
|
$
|
361,242
|
|
|
|
|
|
Ernie L. Herrman(3)
|
|
Retirement Plan
|
|
|
19
|
|
|
$
|
189,086
|
|
|
|
|
|
|
|
SERP (Alternative)
|
|
|
19
|
|
|
$
|
424,496
|
|
|
|
|
|
Jerome Rossi(2)
|
|
Retirement Plan
|
|
|
13
|
|
|
$
|
335,272
|
|
|
|
|
|
|
|
SERP (Primary)
|
|
|
19
|
|
|
$
|
4,254,854
|
|
|
|
|
|
|
|
|
(1) |
|
Participants in our Retirement Plan and our alternative SERP
benefit program begin to accrue credited service after one year
of service with TJX. Participants under our primary SERP benefit
began to accrue credited service immediately and are credited
with a maximum of 20 years of service. |
|
(2) |
|
Ms. Meyrowitz and Mr. Rossi are fully vested in their
Retirement Plan and primary SERP benefits. |
|
(3) |
|
Mr. Herrman and Mr. Naylor participate in our
alternative SERP benefit program. Mr. Herrman is fully
vested in his Retirement Plan and alternative SERP benefit. |
|
(4) |
|
The underlying valuation methodology and other material
assumptions utilized in calculating the present value of the
accumulated pension benefits are disclosed in Note L to our
audited financial statements filed with our Annual Report on
Form 10-K
for fiscal 2010. The SERP benefit for Mr. Rossi includes
his contractual entitlement to accruals based on his earnings
and service after age 65 if more favorable than his primary
benefit determined under existing SERP terms. |
Nonqualified
Deferred Compensation Plans
We have an Executive Savings Plan, or ESP, which is a
nonqualified deferred compensation plan available to key
employees. Under the ESP, our named executive officers and other
eligible employees can elect to defer up to 20% of base salary
and up to 100% of any MIP and LRPIP awards, our directors can
elect to defer retainers and meeting fees, and our named
executive officers not eligible for primary SERP benefits
(including Mr. Herrman and Mr. Naylor) are eligible to
receive matching credits on base salary deferrals of up to 10%
of base salary. For calendar 2009, the potential match for these
named executive officers was 10% (or, at age 50 or older
and for up to 15 years, 25%) of their eligible deferrals,
plus, if our MIP performance resulted in a
29
payout of at least 90% of the target corporate award
opportunities for fiscal 2010, an additional match of up to 30%
(or, at age 50 or older and for up to 15 years, up to
75%) of eligible deferrals. Based on our fiscal 2010 corporate
MIP performance, the performance-based match was credited at the
maximum level. Matching employer credits are 50% vested after
five years of plan participation and are 100% vested after ten
years of plan participation, at age 55, or upon a change of
control or separation from service by reason of death or
disability. All amounts deferred or credited to a
participants account under the ESP are notionally invested
in mutual funds or other investments available on the market.
Although not required by the ESP, it is our practice to purchase
the investments notionally invested under the participants
accounts, thus realizing the actual return of the notional
investments.
Under the ESP, amounts deferred are generally distributed upon
termination of employment, unless the participant has elected an
earlier distribution date, which may be no earlier than
January 1st of the second year following the year of
the deferral. Vested employer matching credits are distributed
before age 55 upon death or separation from service due to
disability, at age 55 if a participant has separated for
any other reason, or upon a separation from service after
age 55. Distributions are generally made in a lump sum
payment; however, a participant may elect to be paid in annual
installments over a period of not more than ten years in the
event that his or her employment terminates after age 55.
Amounts vested under the ESP prior to January 1, 2005 (and
earnings on those amounts) can be distributed at the
participants request prior to termination of employment in
a lump sum distribution of 85% of the vested account, with the
remaining 15% forfeited.
Through December 31, 2007, we offered eligible employees,
including our named executive officers, and directors the
opportunity to participate in the General Deferred Compensation
Plan, or GDCP, another nonqualified deferred compensation plan.
Under the GDCP, participants could defer all or a portion of
base salary and MIP and LRPIP awards and, in the case of
directors, retainers and meeting fees and be credited amounts on
deferrals based on a rate for Treasury securities that is
adjusted annually. For calendar 2009, this rate was 3.6%. No
further deferrals were permitted beginning with fiscal 2009
compensation, but previously deferred amounts continue to be
credited with interest amounts.
Amounts deferred under the GDCP on or after January 1, 2005
(and earnings on those amounts) that had not been distributed
prior to January 1, 2009 are distributed under the terms of
the ESP, as described above. Amounts deferred under the GDCP
prior to January 1, 2005 (and earnings on those amounts
credited prior to that date) are distributed in a lump sum at
termination of service or upon an event or at a date (no later
than the tenth anniversary of termination of service) and in a
lump sum or in monthly installments as elected by the
participant. Upon a change of control, each participant receives
the entire amount credited to his deferred account in a lump sum
payment.
The following table provides information on nonqualified
deferred compensation plans for our named executive officers as
of January 30, 2010, other than Mr. Sweetenham:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
Registrant
|
|
Aggregate
|
|
Aggregate
|
|
Aggregate
|
|
|
Name &
|
|
Deferrals in
|
|
Matching Credits
|
|
Earnings in
|
|
Withdrawals/
|
|
Balance at
|
|
|
Plan Name
|
|
Last FY(1)
|
|
in Last FY(2)
|
|
Last FY(3)
|
|
Distributions
|
|
Last FYE(4)
|
|
|
|
Carol Meyrowitz
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GDCP
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
18,312
|
|
|
$
|
0
|
|
|
$
|
541,749
|
|
|
|
|
|
ESP
|
|
$
|
299,538
|
|
|
$
|
0
|
|
|
$
|
(14,642
|
)
|
|
$
|
0
|
|
|
$
|
579,815
|
|
|
|
|
|
Jeffrey G. Naylor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GDCP
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
4,376
|
|
|
$
|
0
|
|
|
$
|
129,462
|
|
|
|
|
|
ESP
|
|
$
|
150,846
|
|
|
$
|
73,502
|
|
|
$
|
149,718
|
|
|
$
|
0
|
|
|
$
|
660,514
|
|
|
|
|
|
Ernie L. Herrman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GDCP
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
ESP
|
|
$
|
7,115
|
|
|
$
|
711
|
|
|
$
|
56,698
|
|
|
$
|
0
|
|
|
$
|
554,087
|
|
|
|
|
|
Jerome Rossi
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GDCP
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
35,651
|
|
|
$
|
0
|
|
|
$
|
1,054,732
|
|
|
|
|
|
ESP
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
(1) |
|
Also included as Salary or Non-Equity Incentive Plan
Compensation in the Summary Compensation Table. |
30
|
|
|
(2) |
|
Includes the performance-based matching credits earned for
fiscal 2010. The amounts in this column are also included in All
Other Compensation column in the Summary Compensation Table. |
|
(3) |
|
Reflects market-based earnings on amounts deferred by plan
participants. In the case of the ESP, it is our practice to
purchase the specified notional investments, thus realizing the
actual market returns on the notional investments. |
|
(4) |
|
The aggregate balance includes executive deferrals of income for
prior fiscal years. Such deferrals for individuals who were
named executive officer for the fiscal years of the deferrals
were included as compensation for such individuals in the
compensation tables in prior proxy statements. The aggregate
balance also includes performance-based matching contributions
earned for fiscal 2010 but not credited until after the close of
fiscal 2010. |
Potential
Payments upon Termination or Change of Control
Each of our named executive officers during fiscal 2010 was a
party to an employment agreement providing for payments in
connection with the executives termination of employment
or a change of control. If, on the last day of fiscal 2010, we
had terminated the executives employment other than for
cause, or if the executive had terminated his or her employment
in connection with a relocation of more than forty miles (a
constructive termination), the executive would have
been entitled under these agreements to continued base salary
and any automobile allowance for twenty-four months (or twelve
months, in the case of Mr. Sweetenham); cash payments
during the severance period, grossed up for taxes, to cover the
cost of any COBRA continuation of medical benefits elected by
our U.S. executives (excluding Mr. Sweetenham); and
cash incentive awards under MIP and LRPIP for each uncompleted
year or award cycle, subject to the attainment of the applicable
performance goals and adjusted to reflect the executives
period of service during the year or cycle. Each executive would
also have been entitled to these severance benefits upon
termination of employment by reason of death or disability
during the employment term, except that base salary continuation
would be offset by any long-term disability benefits received by
the executive, and the MIP award described above would be paid
at target for the year in which termination occurred and would
not be prorated (and Mr. Naylor would also have been
entitled to the same MIP award he would have received had his
employment been terminated without cause or in a constructive
termination). In addition, upon a termination other than for
cause, Ms. Meyrowitz would have been entitled under her
employment agreement to full vesting of her outstanding stock
options and would have been relieved of the service condition
with respect to her unvested stock awards. Termination for cause
or a voluntary termination (other than a constructive
termination) would not entitle the executives to these benefits,
other than to the payment of certain already accrued and vested
amounts. For purposes of these benefit entitlements, a
termination of Ms. Meyrowitzs employment at the end
of the agreement term would have been treated as a termination
other than for cause, and a termination of employment at the end
of the agreement term for Mr. Herrman, Mr. Naylor or
Mr. Sweetenham would also have been treated as a
termination other than for cause unless we made an offer of
continued service in a comparable position, as reasonably
determined by the ECC or the Board.
If a change of control were to have occurred on the last day of
fiscal 2010 (with or without a termination of employment), each
named executive officer would have received, in addition to any
earned but unpaid MIP and LRPIP awards, a cash lump sum payment
equal to his or her target award and a prorated target award
under MIP for the year of the change of control, plus his or her
maximum award for each uncompleted LRPIP cycle. If the
executives employment had been terminated by us other than
for cause, by the executive for good reason (as defined in the
agreement), or by reason of death or disability, in each case
within twenty-four months following a change of control and
prior to the end of the term of the agreement, the executive
would have been entitled to receive alternative severance
benefits under his or her employment agreement instead of the
severance benefits described above. The alternative severance
benefits consisted of a lump sum severance payment equal to two
times the higher of the executives base salary immediately
prior to termination or the change of control (offset by any
long-term disability benefits) plus the value of two years of
his or her automobile allowance; two years of continued
participation in medical and life insurance programs (except to
the extent of replacement coverage). The employment agreements
for Ms. Meyrowitz and Mr. Rossi also would have
provided for an alternative lump sum benefit to be payable under
SERP upon such a termination.
31
We would also have been obligated to pay all legal fees and
expenses the executive reasonably incurred contesting certain
terminations of employment and obtaining any rights or benefits
under his or her agreement, in each case, following a change of
control. If certain excise taxes had been incurred by the
executive in connection with a change of control, we would have
been obligated to reduce or eliminate his or her benefits to the
extent necessary to maximize his or her after-tax benefit.
The events that constitute a change of control under the
employment agreements for our named executive officers at fiscal
2010 year end generally consisted of the following, subject
to the qualifications set forth in those employment agreements:
(i) a change of control required to be reported under the
Securities Exchange Act of 1934, as amended; (ii) the
acquisition of 20% or more of our common stock followed by a
change in a majority of our board of directors; (iii) a
proxy solicitation or solicitations followed by a change in a
majority of our board of directors; and (iv) the execution
of certain agreements of acquisition, merger or consolidation
followed by consummation of the transactions contemplated by
such agreement.
Each named executive officer agreed to non-solicitation and
non-competition provisions during the term of employment and
during the applicable severance period thereafter, and to
confidentiality provisions during and after employment. Benefits
under the employment agreements and the primary SERP benefit are
conditioned on compliance with these covenants, except that upon
a change of control the executive is no longer subject to any
covenant not to compete following a termination of employment.
As described under the Grants of Plan-Based Awards in
Fiscal 2010 table, under the terms of awards granted under
our SIP, each executive would be entitled to full vesting of
unvested stock awards and stock options upon a change of
control, partial vesting of stock options upon a termination of
employment due to death or disability more than three months
after the options were granted, continued vesting of outstanding
stock options upon retirement if the applicable age and service
requirements are met, and certain extended post-termination
exercise periods in the event of death or disability or upon a
qualifying retirement. Ms. Meyrowitz would also be entitled
to full vesting of her unvested stock awards upon death or
disability. In the event of a termination of employment by us
other than for cause, Ms. Meyrowitzs stock options
would vest in full and her stock awards would remain subject to
the satisfaction of the applicable performance conditions but
the applicable service-based conditions would be deemed
satisfied. As noted under Nonqualified Deferred
Compensation Plans, the employer credit account under the
ESP would also vest in full upon a change of control or
termination of employment due to death or disability.
The agreements and plans include terms designed to comply with
the deferred compensation provisions of Section 409A of the
Code, including provisions that would delay certain
termination-related benefits for six months beyond termination
of employment and alternative payment provisions that could
apply in connection with a change in control not described in
Section 409A.
32
The following table sets forth aggregate estimated payment
obligations to each of our named executive officers assuming the
triggering events occurred on January 30, 2010, all
pursuant to the terms of the Companys plans and each
executives employment agreement as in effect on such date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Triggering Event /Payments(1)
|
|
C. Meyrowitz
|
|
|
E. Herrman
|
|
|
J. Naylor
|
|
|
J. Rossi
|
|
|
P. Sweetenham(2)
|
|
|
Death /Disability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
$
|
2,950,000
|
|
|
$
|
1,850,000
|
|
|
$
|
1,480,000
|
|
|
$
|
1,400,000
|
|
|
$
|
739,108
|
|
MIP and LRPIP(3)
|
|
|
2,900,000
|
|
|
|
1,208,750
|
|
|
|
1,107,000
|
|
|
|
725,000
|
|
|
|
729,509
|
|
Acceleration of Unvested Option Awards
|
|
|
180,215
|
|
|
|
97,343
|
|
|
|
90,114
|
|
|
|
71,864
|
|
|
|
49,507
|
|
Acceleration of Unvested Stock Awards
|
|
|
11,547,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Acceleration of Unvested ESP Employer Credit Account(5)
|
|
|
0
|
|
|
|
0
|
|
|
|
69,880
|
|
|
|
0
|
|
|
|
0
|
|
Medical Insurance
|
|
|
35,943
|
|
|
|
35,943
|
|
|
|
28,441
|
|
|
|
35,943
|
|
|
|
0
|
|
Automobile Benefit
|
|
|
71,808
|
|
|
|
71,808
|
|
|
|
71,808
|
|
|
|
71,808
|
|
|
|
28,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
17,684,966
|
|
|
$
|
3,263,844
|
|
|
$
|
2,847,243
|
|
|
$
|
2,304,616
|
|
|
$
|
1,546,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination without Cause /Constructive Termination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
$
|
2,950,000
|
|
|
$
|
1,850,000
|
|
|
$
|
1,480,000
|
|
|
$
|
1,400,000
|
|
|
$
|
739,108
|
|
MIP and LRPIP(3)
|
|
|
1,425,000
|
|
|
|
700,000
|
|
|
|
700,000
|
|
|
|
375,000
|
|
|
|
359,955
|
|
Acceleration of Unvested Option Awards
|
|
|
580,812
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Acceleration of Unvested Stock Awards(4)
|
|
|
5,773,500
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Medical Insurance
|
|
|
35,943
|
|
|
|
35,943
|
|
|
|
28,441
|
|
|
|
35,943
|
|
|
|
0
|
|
Automobile Benefit
|
|
|
71,808
|
|
|
|
71,808
|
|
|
|
71,808
|
|
|
|
71,808
|
|
|
|
28,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
10,837,063
|
|
|
$
|
2,657,751
|
|
|
$
|
2,280,249
|
|
|
$
|
1,882,751
|
|
|
$
|
1,127,859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MIP and LRPIP
|
|
$
|
7,262,500
|
|
|
$
|
3,117,500
|
|
|
$
|
2,914,000
|
|
|
$
|
1,825,000
|
|
|
$
|
1,878,965
|
|
Acceleration of Unvested Option Awards
|
|
|
580,812
|
|
|
|
328,698
|
|
|
|
290,441
|
|
|
|
243,609
|
|
|
|
162,579
|
|
Acceleration of Unvested Stock Awards
|
|
|
11,547,000
|
|
|
|
2,223,769
|
|
|
|
2,031,319
|
|
|
|
1,146,060
|
|
|
|
1,438,776
|
|
Acceleration of Unvested ESP Employer Credit Account(5)
|
|
|
0
|
|
|
|
0
|
|
|
|
69,880
|
|
|
|
0
|
|
|
|
0
|
|
Reduction to Maximize After-Tax Benefits(6)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
19,390,312
|
|
|
$
|
5,669,967
|
|
|
$
|
5,305,640
|
|
|
$
|
3,214,669
|
|
|
$
|
3,480,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of Control followed by Termination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
$
|
2,950,000
|
|
|
$
|
1,850,000
|
|
|
$
|
1,480,000
|
|
|
$
|
1,400,000
|
|
|
$
|
1,478,215
|
|
MIP and LRPIP
|
|
|
7,262,500
|
|
|
|
3,117,500
|
|
|
|
2,914,000
|
|
|
|
1,825,000
|
|
|
|
1,878,965
|
|
SERP Enhancement(5)
|
|
|
2,014,725
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Acceleration of Unvested Option Awards
|
|
|
580,812
|
|
|
|
328,698
|
|
|
|
290,441
|
|
|
|
243,609
|
|
|
|
162,579
|
|
Acceleration of Unvested Stock Awards
|
|
|
11,547,000
|
|
|
|
2,223,769
|
|
|
|
2,031,319
|
|
|
|
1,146,060
|
|
|
|
1,438,776
|
|
Acceleration of Unvested ESP Employer Credit Account(5)
|
|
|
0
|
|
|
|
0
|
|
|
|
69,880
|
|
|
|
0
|
|
|
|
0
|
|
Medical/Life Insurance
|
|
|
31,923
|
|
|
|
29,653
|
|
|
|
25,766
|
|
|
|
31,923
|
|
|
|
5,000
|
|
Automobile Benefit
|
|
|
66,497
|
|
|
|
66,497
|
|
|
|
66,497
|
|
|
|
66,497
|
|
|
|
53,333
|
|
Reduction to Maximize After-Tax Benefits(6)
|
|
|
0
|
|
|
|
0
|
|
|
|
(757,802
|
)
|
|
|
0
|
|
|
|
(150,921
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
24,453,457
|
|
|
$
|
7,616,118
|
|
|
$
|
6,120,102
|
|
|
$
|
4,713,089
|
|
|
$
|
4,865,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
We used the following assumptions to calculate the payments set
forth in the table: |
|
|
|
|
|
We assumed in each case that termination is not for cause; the
executive does not violate his or her non-competition,
non-solicitation, or confidentiality agreements with us
following termination; the executive does not receive medical or
life insurance coverage from another employer within the
relevant severance periods; the executive is not entitled to
payment under our long-term disability plan; and the executive
does not incur legal fees requiring reimbursement from us. We
also assume that any change of control is a change in
control event under Section 409A of the Internal
Revenue Code.
|
33
|
|
|
|
|
We valued performance-based restricted stock and stock options
using the closing price of our common stock on the New York
Stock Exchange on January 29, 2010, the last business day
of the fiscal year, which was $38.01 per share. We included the
full value of all accelerated performance-based restricted stock
awards ($38.01 per share), plus the value of any accumulated
dividends that would be paid upon the vesting of such stock, and
the spread value ($38.01 per share minus the option exercise
price) for all stock options that are accelerated upon a
termination of employment (including by reason of death or
disability) or change of control. In the case of a change of
control (with or without a termination), we assumed that all
such awards would be cashed out at closing. See the table titled
Outstanding Equity Awards at Fiscal Year End for
information regarding unvested stock and option awards.
|
|
|
|
We used the same assumptions for health care benefits that we
used for our financial reporting under U.S. generally
accepted accounting principles. We assumed COBRA continuation
for 18 months in the event that an executive (other than
Mr. Sweetenham) would be contractually entitled to payments
based on the cost of such coverage following a termination of
employment.
|
We did not include any amounts in respect of accrued but unpaid
base salary or benefits, any amounts in respect of bonuses under
MIP and LRPIP for performance periods ending on January 30,
2010 that were earned but remained unpaid as of that date, or
any amounts in respect of outstanding equity awards that would
not have accelerated upon the triggering event.
|
|
|
(2) |
|
Amounts denominated in pounds sterling and payable to
Mr. Sweetenham were converted to U.S. dollars using $1.5998
per pound, which was the exchange rate in effect on
January 30, 2010. |
|
(3) |
|
The amount, for each executive, includes a prorated award for
each LRPIP cycle ending after January 30, 2010, based on
the number of months of the cycle completed as of
January 30, 2010 over 36 and assuming target performance,
plus, in the event of termination due to death or disability,
the target MIP award for fiscal 2010. |
|
(4) |
|
The amount assumes that the applicable performance conditions
are satisfied with respect to Ms. Meyrowitzs unvested
stock awards. |
|
(5) |
|
For Mr. Naylor, the amount represents the portion of his
unvested employer credit account under ESP that would vest upon
a change of control or termination due to death or disability.
For Ms. Meyrowitz and Mr. Rossi, the amounts represent
the estimated value of any enhancement under our SERP in the
case of a termination following a change of control. In addition
to these benefits payable under our ESP and SERP and reflected
in the table above, our named executive officers are eligible
for the other benefits described in the sections titled
Pension Benefits and Nonqualified Deferred
Compensation Plans and, like other participants in such
plans, would be entitled to benefits under those plans in
accordance with their terms. |
|
(6) |
|
In the case of a change of control (both with and without a
termination), we estimated the mandatory reductions to benefits
that would apply in order to maximize the executives
benefit after
change-of-control
excise and other taxes. In estimating these tax consequences and
corresponding payment reductions, we assumed that all
outstanding
in-the-money
stock options are cashed out at their spread value ($38.01 per
share minus the option exercise price); all performance-based
restricted stock awards are cashed out at full value ($38.01 per
share); and, under special rules for calculating the amount of
each parachute payment (including those determined under the
above assumptions) that is treated as contingent upon a change
of control, only a portion of the value of stock options,
performance-based stock awards with performance periods ending
on January 30, 2010, accumulated cash dividends with
respect to such stock awards, and certain other payments, is
taken into account These figures also assume that none of the
parachute payments is exempt under a special rule for reasonable
compensation, and that no payment will be treated as contingent
upon a change of control under a special presumption applicable
to agreements entered into or amendments made during fiscal
2010. Finally, for purposes of these estimates, we assumed that
Mr. Sweetenham, a resident of the U.K., is subject to U.S.
federal tax in the same manner and at the same rate as we assume
for our U.S. named executive officers, and that
Mr. Sweetenhams average taxable compensation is based
on his average U.K. taxable earnings and benefits converted from
pounds sterling to U.S. dollars using the exchange rate in
effect on the last day of each calendar year. |
34
Compensation
of Directors
For fiscal 2010, we paid all of our non-employee directors as
follows:
|
|
|
|
|
Annual retainer of $50,000 for each director.
|
|
|
|
Additional annual retainer of $10,000 for each Committee chair.
|
|
|
|
Additional annual retainer of $70,000 for the Lead Director.
|
|
|
|
Fee of $1,500 for each Board meeting attended.
|
|
|
|
Fee of $2,000 for each Committee meeting attended as a Committee
member or $2,500 for each Committee meeting attended as
Committee chair.
|
|
|
|
Two annual deferred stock awards, each representing shares of
our common stock valued at $50,000.
|
Directors are not paid fees for attendance at Board and
committee meetings that are short in duration. The Executive
Committee does not receive the committee-specific compensation.
Directors are reimbursed for customary expenses for attending
Board and committee meetings. The deferred stock awards (and
deferred dividends on those awards) are granted under our SIP.
One of the deferred stock awards vests immediately and is
payable with accumulated dividends in stock at the earlier of
separation from service as a director or change of control. The
second award vests based on service as a director until the
annual meeting next following the award and is payable with
accumulated dividends in stock upon vesting or, if an
irrevocable advance election is made, at the same time as the
first award. In the event that a non-employee director separates
from service as a director prior to vesting in the second award,
such award will be forfeited.
Our non-employee directors were eligible to defer their
retainers and fees under the ESP, in which they are notionally
invested in mutual funds or other investments available on the
market. Participating non-employee directors may select a
distribution date earlier than retirement from the Board, but no
earlier than January 1st of the second year following
the year of the deferral. Prior to January 1, 2008, our
non-employee directors were eligible to defer their retainers
and fees in our GDCP, under which amounts deferred continue to
earn interest at a periodically adjusted market-based rate.
Amounts deferred under the GDCP on or after January 1, 2005
that had not been distributed prior to January 1, 2009 are
distributed under the terms of the ESP, as described above.
Amounts deferred under the GDCP prior to January 1, 2005
are paid at retirement from the Board. We do not provide
retirement or insurance benefits for our non-employee directors.
The following table provides information concerning compensation
for our non-employee directors for fiscal 2010. Compensation for
Mr. Cammarata, who is an employee and executive officer of
TJX, for fiscal 2010 is also included below, although it is our
policy that employee directors are not paid additional
compensation for their service as directors.
Ms. Meyrowitzs compensation is included above with
that of the other named executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
or Paid
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
Name
|
|
In Cash
|
|
Awards(1),(2)
|
|
Awards(2)
|
|
Compensation
|
|
Earnings(3)
|
|
Compensation
|
|
Total
|
|
José B. Alvarez
|
|
$
|
101,500
|
|
|
$
|
102,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
204,041
|
|
Alan M. Bennett
|
|
$
|
79,500
|
|
|
$
|
102,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
182,041
|
|
David A. Brandon
|
|
$
|
104,000
|
|
|
$
|
107,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
211,125
|
|
Bernard Cammarata
|
|
$
|
500,000
|
(4)
|
|
$
|
613,200
|
|
|
|
|
|
|
|
|
|
|
$
|
32,092
|
|
|
$
|
38,263
|
(5)
|
|
$
|
1,183,555
|
|
David T. Ching
|
|
$
|
91,500
|
|
|
$
|
103,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
194,506
|
|
Michael F. Hines
|
|
$
|
105,750
|
|
|
$
|
103,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
208,756
|
|
Amy B. Lane
|
|
$
|
103,500
|
|
|
$
|
104,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
208,116
|
|
John F. OBrien
|
|
$
|
151,500
|
|
|
$
|
108,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
260,200
|
|
Robert F. Shapiro
|
|
$
|
90,750
|
|
|
$
|
112,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
203,616
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
or Paid
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
Name
|
|
In Cash
|
|
Awards(1),(2)
|
|
Awards(2)
|
|
Compensation
|
|
Earnings(3)
|
|
Compensation
|
|
Total
|
|
Willow B. Shire
|
|
$
|
101,500
|
|
|
$
|
108,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
209,535
|
|
Fletcher H. Wiley
|
|
$
|
90,750
|
|
|
$
|
112,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
203,379
|
|
|
|
|
(1) |
|
For each non-employee director, represents deferred share awards
totaling $100,000 and credits for dividends on deferred shares.
For Mr. Cammarata, represents an award of
20,000 shares of performance-based restricted stock granted
to him in connection with his employment agreement entered into
in June 2009. |
|
(2) |
|
The following table shows the equity and equity-based awards
held by our directors as of January 30, 2010, other than
those of Ms. Meyrowitz: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-
|
|
|
Deferred
|
|
Stock
|
|
Based Restricted
|
Name
|
|
Shares(a)
|
|
Options(b)
|
|
Stock(c)
|
|
José B. Alvarez
|
|
|
8,991
|
|
|
|
0
|
|
|
|
|
|
Alan M. Bennett
|
|
|
8,991
|
|
|
|
0
|
|
|
|
|
|
David A. Brandon
|
|
|
19,327
|
|
|
|
0
|
|
|
|
|
|
Bernard Cammarata
|
|
|
0
|
|
|
|
0
|
|
|
|
20,000
|
|
David T. Ching
|
|
|
8,456
|
|
|
|
0
|
|
|
|
|
|
Michael F. Hines
|
|
|
10,039
|
|
|
|
0
|
|
|
|
|
|
Amy B. Lane
|
|
|
12,086
|
|
|
|
7,956
|
|
|
|
|
|
John F. OBrien
|
|
|
21,296
|
|
|
|
48,000
|
|
|
|
|
|
Robert F. Shapiro
|
|
|
32,273
|
|
|
|
0
|
|
|
|
|
|
Willow B. Shire
|
|
|
21,380
|
|
|
|
60,000
|
|
|
|
|
|
Fletcher H. Wiley
|
|
|
31,738
|
|
|
|
0
|
|
|
|
|
|
|
|
|
(a) |
|
1,630 deferred shares for each director are unvested and will
vest on the date of the 2010 Annual Meeting. |
|
(b) |
|
All options were granted with an exercise price equal to the
closing price on the New York Stock Exchange on the date of
grant, have a ten-year term, vest after one year or upon a
change of control, and remain exercisable for the term of the
option or up to five years after cessation of Board service.
Such options terminate upon death, except that upon death within
the last year of such five-year period, options remain
exercisable for one year following death. Stock option grants
for non-employee directors were eliminated in June 2006. |
|
(c) |
|
Mr. Cammaratas performance-based restricted stock
award had been earned but not vested as of January 30, 2010. |
|
|
|
(3) |
|
Represents the increase in the actuarial present value of the
accumulated benefit obligations under our retirement plan.
Non-employee directors do not receive retirement benefits. We do
not pay above-market or preferential earnings on deferred
compensation. |
|
(4) |
|
Represents Mr. Cammaratas salary under his employment
agreement. |
|
(5) |
|
Reflects an automobile benefit of $35,321 and matching
contribution under our 401(k) plan of $2,942. |
36
PROPOSAL 2
RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC
ACCOUNTING FIRM
The Audit Committee of our Board of Directors has appointed
PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the fiscal year ending January 29,
2011. We are asking stockholders to ratify this appointment.
Representatives of PwC will attend the Annual Meeting, where
they will have the opportunity to make a statement if they wish
to do so and will be available to answer questions from the
stockholders.
Your Board of Directors unanimously recommends a vote FOR
Proposal 2, Ratification of Appointment of Independent
Registered Public Accounting Firm.
PROPOSAL 3
SHAREHOLDER
PROPOSAL
Your Board of Directors unanimously recommends a vote AGAINST
approval of Proposal 3.
On December 16, 2009, we received the following proposal
from UNITE-HERE, 1775 K St.,
NW 6th Floor, Washington, DC 20006,
beneficial owners of approximately 136 shares of our common
stock. In accordance with SEC rules, we are reprinting the
proposal and supporting statement in this proxy statement as
they were submitted to us:
RESOLVED, that the shareholders of TJX request that the
board of Directors adopt a policy that provides shareholders the
opportunity at each annual shareholder meeting to vote on an
advisory resolution, proposed by management, to ratify the
compensation of the named executive officers (NEOs)
set forth in the proxy statements Summary Compensation
Table (the SCT) and the accompanying narrative
disclosure of material factors provided to understand the SCT
(but not the Compensation Discussion and Analysis). The proposal
submitted to shareholders should make clear that the vote is
non-binding and would not affect any compensation paid or
awarded to any NEO.
SUPPORTING
STATEMENT
Investors are increasingly concerned about exorbitant executive
compensation especially when insufficiently linked to
performance. In 2008, shareholders filed close to 100 Say
on Pay resolutions. As of August 2009, twenty of these
resolutions had received shareholder votes over 50%,
demonstrating strong shareholder support for this reform. An
Advisory Vote establishes an annual referendum process for
shareholders about senior executive compensation.
According to a RiskMetrics Group/ISS report, our companys
CEO received total compensation in 2008 that was significantly
higher than her peer group. Additionally, each component of her
compensation salary, bonus and non-equity incentive
awards exceeded that of her peer group.
Her 2008 compensation was also 2.93 times the mean of the next
four named executive officers (NEOs) of TJX. By contrast, the
Kohls Corp. CEO received total compensation that was 1.57
times the mean of Kohls next four NEOs; and the Target
CEOs compensation was 1.82 times the mean of Targets
next four NEOs. A large CEO to NEO pay ratio may indicate
inadequate succession planning, since large disparities may be
seen as reflecting significant differences in contribution and
ability. Shareholders bear the cost of poor succession planning
in the form of chaotic transitions and the need to recruit more
expensive outside executives.
So far, more than twenty other companies have agreed to an
Advisory Vote, including Goldman Sachs, Verizon, Microsoft,
Apple, Hewlett-Packard, MBIA, H&R Block, Ingersoll Rand,
and Blockbuster. TIAA-CREF, the countrys largest pension
fund, has successfully utilized the Advisory Vote twice.
37
Influential proxy voting service RiskMetrics Group recommends
votes in favor of Advisory Votes proposals.
Withholding votes from compensation committee members who are
standing for reelection is a blunt and insufficient instrument
for registering dissatisfaction with the way in which the
committee has administered compensation plans and policies.
In September 2009, on the one year anniversary of the collapse
of Lehman Brothers, President Obama told a group of corporate
leaders you dont have to wait to put the 2009
bonuses of your senior executives up for a shareholder
vote and you dont have to wait for a law to
overhaul your pay system so that folks are rewarded for
long-term performance instead of short-term gains. We
agree.
We believe that a company that has a clearly explained
compensation philosophy and metrics, reasonably links pay to
performance, and communicates effectively to investors would
find a management sponsored Advisory Vote a helpful tool.
Statement
of the Board of Directors in Opposition to Shareholder
Proposal 3
Your Board of Directors unanimously recommends a vote AGAINST
approval of the Shareholder Proposal.
We recognize that executive compensation is an important matter
for our shareholders and our Corporate Governance Committee
continues to review policies and monitor developments with
respect to Say on Pay. We appreciate the underlying goal of this
shareholder proposal of providing shareholders with a means to
convey their views regarding executive compensation. However, we
believe that passage of this proposal is premature in light of
proposed legislation
and/or SEC
action relating to Say on Pay that likely will be
implemented in the near future.
The Obama Administration has reiterated its support for Say on
Pay legislation that would direct the adoption of SEC rules
giving shareholders a non-binding vote on pay for top
executives. In addition, the Chairman of the SEC has indicated
her support for Say on Pay, and the SEC has already adopted Say
on Pay for TARP recipients and has indicated its intent to
address the Say on Pay issue for other companies. Accordingly,
we believe the expected adoption of Say on Pay requirements
makes approval of this proposal unnecessary and might
inappropriately subject us to standards that are different than
or in addition to standards required by law and applicable to
our peers. We believe that it makes more sense to wait to comply
with the law applicable to all affected companies.
Your Board of Directors unanimously recommends a vote AGAINST
approval of Shareholder Proposal 3.
VOTING
REQUIREMENTS AND PROXIES
The nominees receiving a majority of votes properly cast at the
meeting will be elected directors. All other proposals require
the approval of the majority of votes properly cast.
If you vote your shares by mail, telephone or Internet, your
shares will be voted in accordance with your directions. If you
do not indicate specific choices when you vote by mail,
telephone or Internet, your shares will be voted for the
election of the director nominees, for the ratification of the
appointment of the independent registered public accounting firm
and against the shareholder proposal. The persons named as
proxies will also be able to vote your shares at postponed or
adjourned meetings. If any nominee should become unavailable,
your shares will be voted for another nominee selected by the
Board or for only the remaining nominees. Brokers are not
permitted to vote your shares with respect to election of
directors and the shareholder proposal without instructions from
you. If your shares are held in the name of a broker or nominee
and you do not instruct the broker or nominee how to vote with
respect to the election of directors and the shareholder
proposal or if you abstain or withhold authority to vote on any
matter, your shares will not be counted as having been voted on
that matter, but will be counted as in attendance at the meeting
for purposes of a quorum.
38
STOCKHOLDER
PROPOSALS AND DIRECTOR NOMINATIONS
A stockholder who intends to present a proposal at the 2011
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 29, 2010. A stockholder who intends to present a
proposal at the 2011 Annual Meeting of Stockholders but does not
wish the proposal to be included in the proxy materials for that
meeting must provide written notice of the proposal to us no
earlier than February 2, 2011 and no later than
March 4, 2011. 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 at the Annual Meeting. A stockholder who
wishes to nominate a director at the 2011 Annual Meeting must
notify us in writing no earlier than February 2, 2011 and
no later than March 4, 2011. The notice must be given in
the manner and must include the information and representations
required by our by-laws.
OTHER
MATTERS
At the time of mailing of this proxy, we do not know of any
other matter that may come before the Annual Meeting and do not
intend to present any other matter. However, if any other
matters properly come before the meeting or any adjournment, the
persons named as proxies will have discretionary authority to
vote the shares represented by the proxies in accordance with
their own judgment, including the authority to vote to adjourn
the meeting.
We will bear the cost of solicitation of proxies. We have
retained Morrow & Co., Inc. to assist in soliciting
proxies by mail, telephone and personal interview for a fee of
$10,000, plus expenses. Our officers and other associates may
also assist in soliciting proxies in those manners.
39
DIRECTIONS
TO TJX CORPORATE HEADQUARTERS
770 Cochituate Road
Framingham, MA 01701
From
Logan International Airport (From the East)
Leaving the Airport follow the signs for the Massachusetts
Turnpike heading West (I-90W). Follow the Massachusetts Turnpike
West for approximately 20 miles to exit 13,
(Framingham/Natick). Continue to follow the directions From
Exit 13.
From the
West
Take Massachusetts Turnpike East (I-90E) to exit 13,
(Framingham/Natick). Continue to follow the directions From
Exit 13.
From the
North
Take I-95 South to exit 25, (Massachusetts Turnpike I-90). Take
the Massachusetts Turnpike West (I-90W) approximately
6.5 miles to exit 13, (Framingham/Natick). Continue to
follow the directions From Exit 13.
From the
South
Take I-95 North to exit 25, (Massachusetts Turnpike). Take the
Massachusetts Turnpike West (I-90W) approximately 6.5 miles
to exit 13, (Framingham/Natick). Continue to follow the
directions From Exit 13.
From Exit
13 on the Massachusetts Turnpike to 770 Cochituate
Road
After the tollbooth, bear left on the exit ramp that takes you
on an overpass and onto Route 30 / Cochituate Road. At
the second set of lights, turn left into The TJX Companies, Inc.
facility.
Parking
Enter the parking lot; follow the parking lot directory signage
to the visitor parking areas.
Entrances
Enter the building through the Northeast Entrance (facing the
Massachusetts Turnpike (I-90)).
40
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
We encourage you to take advantage of Internet or telephone voting.
Both are available 24 hours a day, 7 days a week.
Internet and telephone voting are available through 11:59 PM Eastern Time the day prior to annual
meeting day.
INTERNET
http://www.proxyvoting.com/tjx
Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.
OR
TELEPHONE
1-866-540-5760
Use any touch-tone telephone to
vote your proxy. Have your proxy
card in hand when you call.
If you vote your proxy by
Internet or by telephone, you do NOT
need to mail back your proxy card.
To vote by mail, mark, sign and
date your proxy card and return
it in the enclosed postage-paid
envelope.
Your Internet or telephone vote
authorizes the named proxies to
vote your shares in the same
manner as if you marked, signed
and returned your proxy card.
▼ FOLD AND DETACH HERE ▼
|
|
|
|
|
Please Vote, Date and Sign Below and Return Promptly
in the Enclosed Envelope.
|
|
Please mark your votes as
indicated in this example
|
|
x |
The Board of Directors recommends a
vote FOR the Election of all Director nominees. |
|
|
|
|
|
1. Election of Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST |
|
ABSTAIN |
|
|
|
FOR
|
|
AGAINST |
|
ABSTAIN |
Nominees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.1
José B. Alvarez
|
|
o
|
|
o
|
|
o |
|
1.7 Amy B. Lane
|
|
o
|
|
o
|
|
o |
|
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|
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|
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|
1.2 Alan M. Bennett
|
|
o
|
|
o
|
|
o |
|
1.8 Carol Meyrowitz
|
|
o
|
|
o
|
|
o |
|
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|
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|
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|
|
|
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|
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|
1.3 David A. Brandon
|
|
o
|
|
o
|
|
o |
|
1.9 John F. OBrien
|
|
o
|
|
o
|
|
o |
|
|
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|
|
|
|
|
|
|
|
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|
|
1.4 Bernard Cammarata
|
|
o
|
|
o
|
|
o |
|
1.10 Willow B. Shire
|
|
o
|
|
o
|
|
o |
|
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|
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|
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|
|
|
|
1.5 David T. Ching
|
|
o
|
|
o
|
|
o |
|
1.11 Fletcher H. Wiley
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.6 Michael F. Hines
|
|
o
|
|
o
|
|
o |
|
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|
The Board of Directors recommends a
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN |
vote FOR Proposal 2. |
|
|
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|
|
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2. Ratification of appointment of
PricewaterhouseCoopers LLP
|
|
o
|
|
o
|
|
o |
|
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|
The Board of Directors recommends a
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN |
vote AGAINST Shareholder Proposal 3. |
|
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3. Advisory vote on
executive compensation.
|
|
o
|
|
o
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|
o |
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Mark Here for
Address Change
or Comments
SEE REVERSE
|
|
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.
You can now access your The TJX Companies, Inc. account online.
Access your The TJX Companies, Inc. account online via Investor ServiceDirect® (ISD).
BNY Mellon Shareowner Services, the transfer agent for The TJX Companies, Inc., now makes
it easy and convenient to get current information on your shareholder account.
|
|
|
|
|
View payment history for dividends |
View certificate history
|
|
Make address changes |
View book-entry information
|
|
Obtain a duplicate 1099 tax form |
Visit us on the web at http://www.bnymellon.com/shareowner/isd
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
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 2, 2010.
Thank you in advance for your prompt consideration of these matters.
Choose MLinkSM for fast, easy and secure 24/7 online
access to your future proxy materials, investment plan statements,
tax documents and more. Simply log on to Investor ServiceDirect®
at www.bnymellon.com/shareowner/isd where step-by-step
instructions will prompt you through enrollment.
Important notice regarding the Internet availability of proxy materials for
the Annual Meeting of Stockholders. You can view the Annual Report and Proxy
Statement on the Internet at:
http://bnymellon.mobular.net/bnymellon/tjx
▼ FOLD AND DETACH HERE ▼
THE TJX COMPANIES, INC.
ANNUAL MEETING OF STOCKHOLDERS JUNE 2, 2010
The
stockholder(s) whose signature(s) appear(s) on the reverse side of this Proxy Card
hereby appoint(s) CAROL MEYROWITZ, JEFFREY G. NAYLOR and MARY B. REYNOLDS, 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 Companys corporate office, 770
Cochituate Road, Framingham, Massachusetts on Wednesday, June 2, 2010 at 11:00 a.m., and any
adjournment or postponement 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 DIRECTOR NOMINEES, FOR PROPOSAL 2
AND AGAINST SHAREHOLDER PROPOSAL 3. THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT. THIS PROXY IS SOLICITED BY THE
BOARD OF DIRECTORS.
The Board of Directors recommends a vote FOR the Election of Director nominees, FOR Proposal 2 and
AGAINST Shareholder Proposal 3.
|
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|
Address Change/Comments
(Mark the corresponding box on the reverse side)
|
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|
BNY
MELLON SHAREOWNER SERVICES
P.O. BOX 3550
SOUTH HACKENSACK, NJ 07606-9250
|
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(Continued and to be marked, dated and signed, on the other side) |
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