8-KLeadership ChangesRegulation FD

TJX COMPANIES INC /DE/ 8-K Report, Executive Changes (Apr 7, 2020)

Filed April 7, 2020For Securities:TJX

Summary

TJX Companies, Inc. (TJX) filed an 8-K on April 6, 2020, detailing significant executive compensation adjustments and operational responses to the COVID-19 pandemic. In response to the unprecedented challenges, the company's Executive Compensation Committee approved temporary base salary reductions for key executives and cash retainer fee reductions for the Board of Directors. Specifically, the CEO and Executive Chairman will see a 30% reduction in base salary, while other executive officers will face a 20% reduction for the period of April 12, 2020, through July 4, 2020. Operationally, TJX continues to extend the temporary closure of its stores, online businesses, and distribution centers, initially announced in mid-March. The company has committed to paying its Associates through April 11, 2020, after which a majority of U.S. store and distribution center Associates will be temporarily furloughed, with continued benefits. These actions are being taken as TJX navigates the uncertainty of the COVID-19 pandemic and its adverse impact on the company's financial performance and liquidity, while preparing for a staggered re-opening of its operations as soon as it is safe to do so.

Key Highlights

  • 1Executive and Board compensation reductions implemented due to COVID-19 impacts.
  • 2CEO and Executive Chairman base salaries reduced by 30% from April 12, 2020 to July 4, 2020.
  • 3Other executive officers' base salaries reduced by 20% for the same period.
  • 4Company-wide store, online, and distribution center closures extended.
  • 5All U.S. Associates to be paid through the week ending April 11, 2020.
  • 6Majority of U.S. store and distribution center Associates to be temporarily furloughed after April 11, 2020, with continued benefits.
  • 7Company acknowledges significant adverse impact on results of operations, financial position, and liquidity due to closures.

Frequently Asked Questions

The CEO and Executive Chairman will have their base salaries reduced by 30%, and other executive officers will have their base salaries reduced by 20%. These reductions are effective from April 12, 2020, through July 4, 2020. The Board of Directors has also agreed to a reduction in their cash retainer fees for the same period.

All TJX stores, online businesses, and distribution centers remain temporarily closed. The company will continue paying its U.S. Associates through the week ending April 11, 2020. After this date, the majority of U.S. store and distribution center Associates will be temporarily furloughed, but their employee benefits will continue at no cost to them.

TJX is extending its store closures and is monitoring government requirements to reopen safely. The cadence of re-openings is expected to vary by state and locality in the U.S. and by country. The company is working to prepare for re-openings as soon as it believes it can operate safely.

TJX explicitly states that the temporary closure of its stores and distribution centers is expected to have an adverse impact on its results of operations, financial position, and liquidity. The company cannot currently estimate the full duration and severity of the COVID-19 pandemic's impact.