8-KShareholder Matters

TJX COMPANIES INC /DE/ 8-K Report, Shareholder Vote Results (Jun 15, 2012)

Filed June 15, 2012For Securities:TJX

Summary

This Form 8-K filing from The TJX Companies, Inc. reports on the outcomes of their Annual Stockholders' Meeting held on June 13, 2012. The key takeaway for investors is the overwhelming approval of all proposals put forth by management. This includes the election of all director nominees, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2013, and the approval of the material terms of executive officer performance goals under the company's cash incentive plans. Furthermore, investors will note the strong advisory approval of executive compensation ('say on pay' vote), indicating shareholder confidence in the company's compensation practices. The substantial voting margins across all proposals suggest broad shareholder support for the current leadership and strategic direction of TJX Companies.

Key Highlights

  • 1All director nominees were overwhelmingly elected to serve until the next annual meeting.
  • 2PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year 2013 with broad support.
  • 3Stockholders approved the material terms of executive officer performance goals for cash incentive plans.
  • 4The 'say on pay' advisory vote, concerning executive compensation, received strong approval from shareholders.
  • 5A significant number of broker non-votes were recorded for all proposals, primarily related to the election of directors and executive compensation.
  • 6The filing confirms the event date as June 13, 2012, and the filing date as June 14, 2012 (reported on June 15, 2012).

Frequently Asked Questions

The main outcomes were the overwhelming election of all director nominees, the ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2013, and the approval of executive compensation plans and the 'say on pay' vote. All proposals received substantial shareholder support.

All director nominees received a very high percentage of 'For' votes, with votes against and abstentions representing a small fraction of the total. For example, Zein Abdalla received over 621 million 'For' votes compared to less than 1 million 'Against' votes.

Yes, the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2013 was ratified with a significant majority of 'For' votes.

The 'say on pay' vote is an advisory vote where shareholders express their opinion on the compensation of the company's named executive officers. The strong 'For' majority in this vote indicates that shareholders are largely in agreement with the executive compensation policies and practices disclosed by the company.