<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
The TJX Companies, Inc.
(Name of Registrant as Specified In Its Charter)
The TJX Companies, Inc.
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
[TJX LOGO]
770 Cochituate Road
Framingham, Massachusetts 01701
April 29, 1999
Dear Stockholder:
We cordially invite you to attend our 1999 Annual Meeting, which will be
held Tuesday, June 8, 1999, at 11:00 a.m. at BankBoston, 100 Federal Street,
Boston, Massachusetts.
The Notice of Annual Meeting of Stockholders and the Proxy Statement
accompanying this letter describe the business we will consider at the meeting.
Your vote is important regardless of the number of shares you own. Accordingly,
we urge you to read the Proxy Statement and to complete, sign and return your
Proxy promptly in the enclosed envelope.
We hope that you will be able to join us on June 8th.
Sincerely,
/S/ Bernard Cammarata /S/ John M. Nelson
BERNARD CAMMARATA JOHN M. NELSON
President and Chief Executive Officer Chairman of the Board
Printed on Recycled Paper
<PAGE> 3
THE TJX COMPANIES, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 8, 1999
------------------------
The Annual Meeting of Stockholders of The TJX Companies, Inc. (the
"Company") will be held at BankBoston, 100 Federal Street, Boston,
Massachusetts, on Tuesday, June 8, 1999, at 11:00 a.m. for the following
purposes:
1. To elect four Class II directors to serve until the 2002 Annual Meeting
of Stockholders.
2. To consider and act upon a proposal to amend Article Fourth of the
Company's Third Restated Certificate of Incorporation to increase the number of
authorized shares of the Company's Common Stock from 600,000,000 to
1,200,000,000.
3. To consider and act upon a shareholder proposal described in the
accompanying Proxy Statement, if the proposal is properly presented at the
meeting.
4. To transact any other business which may properly be brought before the
meeting and any and all adjournments thereof.
Stockholders of record at the close of business on April 19, 1999 are
entitled to notice of and to vote at the meeting and any adjournments thereof.
Order of the Board of Directors
JAY H. MELTZER
Secretary
Framingham, Massachusetts
April 29, 1999
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
<PAGE> 4
THE TJX COMPANIES, INC.
------------------------
ANNUAL MEETING OF STOCKHOLDERS
JUNE 8, 1999
PROXY STATEMENT
------------------------
The enclosed proxy is solicited on behalf of the Board of Directors of The
TJX Companies, Inc. (the "Company"). Under the by-laws of the Company, the
required quorum for the meeting is a majority of the shares outstanding and
entitled to vote at the meeting. In addition, (i) a plurality of the votes
properly cast for the election of directors by the stockholders attending the
meeting in person or by proxy will elect directors to office; (ii) the
affirmative vote of the holders of a majority of the outstanding Common Stock,
in person or by proxy, is required for approval of Proposal 2; and (iii) the
affirmative majority of the votes properly cast at the meeting in person or by
proxy is required for approval of Proposal 3.
When you properly sign and return your proxy, the shares represented
thereby will be voted in accordance with your directions. Where specific choices
are not indicated, proxies will be voted for the election of the four director
nominees, for Proposal 2 and against Proposal 3. If a proxy or ballot indicates
a broker non-vote or that a stockholder, broker, or other nominee abstains from
voting or that shares are not to be voted on a particular proposal, the shares
will not be counted as having been voted on that proposal although such shares
will be counted as in attendance at the meeting for purposes of a quorum.
Abstentions will not be reflected in the final tally of the votes cast with
regard to whether any of the proposals are approved under Delaware law and the
by-laws of the Company. However, because the vote of the holders of a majority
of the outstanding Common Stock is required for approval of Proposal 2, an
abstention or a broker non-vote will have the effect of a vote against Proposal
2.
A proxy may be revoked by a stockholder at any time before it is voted (i)
by returning to the Company another properly signed proxy bearing a later date;
(ii) by otherwise delivering a written revocation to the Secretary of the
Company; or (iii) by attending the meeting and voting the shares represented by
the proxy in person.
Stockholders of record at the close of business on April 19, 1999 are
entitled to receive notice of and to vote at the meeting. Each share of Common
Stock outstanding on the record date is entitled to one vote. As of the close of
business on April 19, 1999, there were outstanding and entitled to vote
321,489,334 shares of Common Stock.
This Proxy Statement, the enclosed proxy and the Annual Report for the
Company's fiscal year ended January 30, 1999 are being first mailed to
stockholders on or about the date of the Notice of Meeting. The Company's
address is 770 Cochituate Road, Framingham, Massachusetts 01701.
ELECTION OF DIRECTORS
The Board of Directors has voted to fix the number of directors at ten. The
Company's Certificate of Incorporation and by-laws provide for the
classification of the Board of Directors into three classes, as nearly equal in
number as possible, with the term of office of one class expiring each year. The
enclosed proxy will be voted to elect the nominees named below, unless otherwise
instructed, as Class II directors for a term of three years expiring at the 2002
Annual Meeting of Stockholders and until their respective successors are duly
elected and qualified. If any nominee should become unavailable, such proxy will
be voted either for a substitute nominee designated by the Board of Directors or
such lesser number of directors as may be designated by the Board of Directors,
unless instructions are given to the contrary. Management does not anticipate
that any of the nominees will become unavailable. Unless you provide other
instructions in your proxy, the shares represented thereby will be voted for the
election of the director nominees. The nominees as Class II directors, and the
incumbent Class I and Class III directors, are as follows:
<PAGE> 5
NOMINEES AS CLASS II DIRECTORS -- TERMS EXPIRE 2002
PHYLLIS B. DAVIS, 67.
Director since 1990.
Chairperson of the Committee on Directors and Corporate Governance and member of
the Executive Committee.
Mrs. Davis was employed by Avon Products, Inc. from 1968 to 1991. Mrs.
Davis served as Avon's Group Vice President, U.S. Sales and Distribution from
1985 to 1988, Executive Vice President, U.S. Direct Selling, from April 1988 to
April 1989, Executive Vice President, Direct Sales Group from April 1989 to
September 1989, and Corporate Senior Vice President from September 1989 to
September 1991. She is a director of Eaton Corporation and BellSouth Corporation
and a trustee of the Fidelity open-end mutual funds.
DENNIS F. HIGHTOWER, 57.
Director since 1996.
Member of the Audit and Executive Compensation Committees.
Mr. Hightower has been a Professor of Management at the Harvard Business
School since July 1997 and a Senior Lecturer from July 1996 to July 1997. He was
employed by The Walt Disney Company from 1987 to 1996 serving as President of
Walt Disney Television & Telecommunications from 1995 to 1996, President-Disney
Consumer Products (Europe, Middle East and Africa) from 1991 to 1995, Executive
Vice President (Europe, Middle East) from 1990 to 1991, Senior Vice President
(Europe, Middle East) from 1988 to 1990 and Vice President (Europe) from 1987 to
1988. He is a director of Northwest Airlines Corporation, PanAmSat Corporation
and Phillips-Van Heusen Corporation.
JOHN F. O'BRIEN, 56.
Director since 1996.
Member of the Executive Compensation and Finance Committees.
Mr. O'Brien has been Chief Executive Officer, President and a director of
Allmerica Financial Corporation (holding company) since 1995; Chief Executive
Officer, President and a director of First Allmerica Financial Life Insurance
Company (insurance company) since 1989; Chairman of the Board and director of
Allmerica Financial Life Insurance and Annuity Company (insurance company) since
1989; Chairman of the Board and Trustee of Allmerica Investment Trust
(investment company) since 1989; and Chairman of the Board and Trustee of
Allmerica Securities Trust (investment company) since 1989. Mr. O'Brien is also
a director of ABIOMED, Inc. and Cabot Corporation.
WILLOW B. SHIRE, 51.
Director since 1995.
Member of the Executive Compensation Committee and the Committee on Directors
and Corporate Governance.
Ms. Shire has been an executive consultant with Orchard Consulting Group
since 1994. Prior thereto Ms. Shire was employed by Digital Equipment
Corporation from 1976, serving as Vice President and Officer, Health Industries
Business Unit from 1990 to 1994.
2
<PAGE> 6
CLASS III DIRECTORS -- TERMS EXPIRE 2000
BERNARD CAMMARATA, 59.
Director since 1989.
Member of the Executive and Finance Committees.
Mr. Cammarata has been President and Chief Executive Officer of the Company
since 1989 and Chairman of the Company's T.J. Maxx Division from 1986 to 1995
and of The Marmaxx Group since 1995. Mr. Cammarata was Executive Vice President
of the Company from 1986 to 1989, President, Chief Executive Officer and a
director of the Company's former TJX subsidiary from 1987 to 1989, and President
of the Company's T.J. Maxx Division from 1976 to 1986.
ARTHUR F. LOEWY, 70.
Director since 1989.
Chairman of the Finance Committee and member of the Audit Committee.
Mr. Loewy provided financial consulting services to the Company from 1989
to February 1995. Prior thereto, Mr. Loewy was Chief Financial Officer from 1975
to 1989 and Executive Vice President-Finance of the Company from 1982 to 1989,
and was Chief Financial Officer and a director of the Company's former TJX
subsidiary from 1987 to 1989. Mr. Loewy is a director of HomeBase, Inc.
ROBERT F. SHAPIRO, 64.
Director since 1974.
Chairman of the Executive Compensation Committee and member of the Committee on
Directors and Corporate Governance.
Mr. Shapiro has been a Partner of Klingenstein Fields & Co., L.P., an
investment advisory business, since June 1997 and has been President of RFS &
Associates, Inc., an investment and consulting firm, since 1988. He was
Co-Chairman of Wertheim Schroder & Co. Incorporated, investment bankers, from
1986 to 1987, and was President of Wertheim & Co., Inc., prior thereto. Mr.
Shapiro is a director of The Burnham Fund, Inc., American Buildings Company and
Magainin Pharmaceuticals, Inc. He is a past Chairman of the Securities Industry
Association.
FLETCHER H. WILEY, 56.
Director since 1990.
Chairman of the Audit Committee and member of the Committee on Directors and
Corporate Governance.
Mr. Wiley has been a principal in, and the Executive Vice President and
General Counsel of, PRWT Services, Inc., a technology-oriented products and
services firm, since 1996 and is of counsel with the law firm, Goldstein &
Manello, P.C. where he was a senior partner from 1993 to 1996. Prior thereto Mr.
Wiley was a partner at the law firm Fitch, Wiley, Richlin & Tourse, P.C. and its
predecessor firm since 1979.
CLASS I DIRECTORS -- TERMS EXPIRE 2001
RICHARD G. LESSER, 64.
Director since 1995.
Mr. Lesser has been Executive Vice President of the Company since 1991,
Chief Operating Officer of the Company since 1994 and President of The Marmaxx
Group since 1995. Mr. Lesser was Senior Vice President of the Company from 1989
to 1991, President of the T.J. Maxx Division from 1986 to 1994, Senior Executive
Vice President-Merchandising and Distribution in 1986, Executive Vice
President-General Merchandise Manager from 1984 to 1986 and Senior Vice
President-General Merchandise Manager from 1981 to 1984. Mr. Lesser is a
director of Reebok International Ltd. and A.C. Moore Arts & Crafts, Inc.
3
<PAGE> 7
JOHN M. NELSON, 67.
Director since 1993.
Chairman of the Board, Chairman of the Executive Committee and ex-officio member
of the Committee on Directors and Corporate Governance and the Audit, Executive
Compensation and Finance Committees.
Mr. Nelson was Chairman of Wyman-Gordon Company from 1991 to 1997 and Chief
Executive Officer from 1991 to 1994. Mr. Nelson was employed by Norton Company
from 1959 to 1990, serving as Chairman and Chief Executive Officer from 1988 to
1990, and President and Chief Operating Officer from 1986 to 1988. Mr. Nelson is
a director of Brown and Sharpe Manufacturing Company, Commerce Holdings, Inc.,
Eaton Vance Corporation and Stocker & Yale, Inc.
THE BOARD AND ITS COMMITTEES
The Audit Committee, which held four meetings during fiscal 1999, reviews
with management, the internal audit group and the independent auditors the
Company's financial statements, the accounting principles applied in their
preparation, the scope of the audit, any comments made by the independent
auditors upon the financial condition of the Company and its accounting controls
and procedures, and such other matters as the Committee deems appropriate, and
the Committee reviews with management such matters relating to compliance with
corporate policies as the Committee deems appropriate. The Committee also
recommends to the Board appointment of the independent auditors and evaluates
their performance.
The Executive Compensation Committee, which held four meetings during
fiscal 1999, reviews salary policies and compensation of officers and other
members of management, approves compensation plans and compensation of certain
officers and other members of management, and administers certain of the
Company's incentive plans, including stock option and stock purchase plans.
The Committee on Directors and Corporate Governance, which held seven
meetings during fiscal 1999, reviews with the Board the Company's practices and
policies with respect to directors, including retirement policies and
compensation for non-employee directors, the size of the Board, the ratio of
employee directors to non-employee directors, the meeting frequency of the Board
and the structure of Board meetings. The Committee also, among other things,
reviews the functions, duties and composition of Board committees and
compensation for committee members; insures that the Company maintains policies
with respect to significant issues of corporate public responsibility;
recommends to the Board processes for the evaluation of the performance of the
Board, the Chairman of the Board and the Chief Executive Officer; and insures
that management maintains and presents to the Board plans for succession to
senior management positions in the Company. In addition, the Committee has the
responsibility to recommend qualified candidates to the Board for election as
directors of the Company and will consider nominees recommended by stockholders
if such recommendations are in writing and timely filed with the Secretary of
the Company.
The Executive Committee, which held one meeting during fiscal 1999, has the
authority to act for the Board of Directors on most matters during the intervals
between meetings of the Board.
The Finance Committee, which held three meetings during fiscal 1999,
reviews and makes recommendations to the Board on the Company's financing plans,
financial condition, borrowing and investment policies, financial strategies,
capital structure and tax liabilities and payments; the sale and pricing of
Company securities; the oversight of pension and benefit plans; the Company's
insurance program, dividend policy and foreign exchange policies; and capital
investment criteria.
During fiscal 1999 the Board of Directors held six meetings. Each director
attended at least 75% of all meetings of the Board and Committees of which he or
she is a member.
COMPENSATION OF DIRECTORS
The Board of Directors has fixed the annual retainer paid to non-employee
directors at $25,000, set the fee for Board meetings at $1,250 and for Committee
meetings at $1,000 (other than the Executive Committee) and the fee payable to
Board committee chairs at $3,500. Mr. Nelson, Chairman of the Board, is paid an
additional $225,000 per annum. Mr. Nelson, who sits on all Committees, does not
receive a fee for
4
<PAGE> 8
Committee meeting attendance or with respect to his role as Chairman of the
Executive Committee. Directors may participate in the Company's General Deferred
Compensation Plan.
Non-employee directors participate in the Deferred Stock Plan for
Non-Employee Directors (the "Deferred Stock Plan"). Under the Deferred Stock
Plan, each director who is not a current or former employee of the Company is
credited annually with deferred shares representing $10,000 of the Company's
Common Stock. Such credit is made to a deferred stock account for each
non-employee director. Each non-employee director's deferred stock account has
also been credited with deferred stock to compensate for the value of such
director's accrued retirement benefits under a former retirement plan. All
distributions under the Deferred Stock Plan will be made in the form of shares
of Company Common Stock upon termination or retirement from Board service.
The Company's 1993 Stock Option Plan for Non-Employee Directors, as
amended, provides for annual option grants to non-employee directors to purchase
shares of Common Stock. Pursuant to the plan, on the date of each annual
meeting, each director who is not a current or former employee of the Company
receives an option to purchase 4,000 shares of Common Stock. The exercise price
of options is the fair market value of the Common Stock on the date of grant.
Each option expires after ten years and becomes fully exercisable after one
year. If the director dies or otherwise ceases to be a director prior to the
date the option becomes exercisable, that option will immediately expire. Vested
options will remain exercisable for varying periods of up to three years
following termination of service as a director. In certain circumstances options
will continue to vest during the exercise period following retirement. Prior to
a merger in which the Company is not the surviving corporation or that results
in the acquisition of all of the Company's stock or a sale of all or
substantially all of the Company's assets, or a dissolution or liquidation of
the Company, all options not at the time exercisable will become immediately
exercisable and will terminate upon the consummation of the transaction.
BENEFICIAL OWNERSHIP
The following table shows as of April 9, 1999 the number of shares of the
Company's Common Stock beneficially owned by each director, nominee and
executive officer and by all directors, nominees and executive officers as a
group.
<TABLE>
<CAPTION>
PERCENTAGE OF
OUTSTANDING
NAME NUMBER OF SHARES COMMON STOCK
- ---- ---------------- -------------
<S> <C> <C>
Arnold S. Barron....................................... 25,000(1) --
Bernard Cammarata...................................... 1,978,440(2) 0.6%
Donald G. Campbell..................................... 175,804(1) 0.1%
Phyllis B. Davis....................................... 25,400(1) --
Edmond J. English...................................... 6,640(1) --
Dennis F. Hightower.................................... 14,000(1) --
Richard G. Lesser...................................... 198,640(1) 0.1%
Arthur F. Loewy........................................ 28,766(3) --
John M. Nelson......................................... 30,000(1) --
John F. O'Brien........................................ 18,000(1) --
Robert F. Shapiro...................................... 60,500(4) --
Willow B. Shire........................................ 14,000(1) --
Fletcher H. Wiley...................................... 17,600(1) --
All Directors, Nominees and Executive Officers as a
group (13 persons)................................... 2,592,790(5) 0.8%
</TABLE>
- ---------------
(1) Includes with respect to the following directors and executive officers, the
following shares of Common Stock which each such director or executive
officer had the right to acquire on April 9, 1999 or within sixty (60) days
thereafter through the exercise of options: Mr. Barron (20,000); Mr.
Campbell (113,340); Mrs. Davis (16,000); Mr. English (6,640); Mr. Hightower
(10,000); Mr. Lesser (98,640); Mr. Nelson (14,000); Mr. O'Brien (10,000);
Ms. Shire (12,000); and Mr. Wiley (16,000). Excludes with respect to the
following directors the following vested deferred shares payable upon
retirement or
5
<PAGE> 9
other termination of office: Mrs. Davis (7,613); Mr. Hightower (1,443); Mr.
Nelson (3,513); Mr. O'Brien (1,345); Ms. Shire (1,679); and Mr. Wiley
(4,576).
(2) Includes 42,916 shares of Common Stock owned by a foundation of which Mr.
Cammarata is sole trustee and includes 1,766,720 shares of Common Stock
which Mr. Cammarata had the right to acquire on April 9, 1999 or within
sixty (60) days thereafter through the exercise of options.
(3) Excludes 3,304 shares owned by Mr. Loewy's wife, of which Mr. Loewy
disclaims beneficial ownership.
(4) Includes 6,000 shares of Common Stock owned by a foundation of which Mr.
Shapiro is a Vice President and Chairman of the Board and 16,000 shares of
Common Stock which Mr. Shapiro had the right to acquire on April 9, 1999 or
within sixty (60) days thereafter through the exercise of options. Excludes
4,821 vested deferred shares payable to Mr. Shapiro upon retirement or other
termination of office.
(5) Includes 2,099,340 shares of Common Stock which such persons had the right
to acquire on April 9, 1999 or within sixty (60) days thereafter through the
exercise of options.
As of April 9, 1999, based on information filed with the Securities and
Exchange Commission, the persons known to the Company to beneficially own five
percent or more of the Company's outstanding voting stock are as follows:
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF CLASS
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OUTSTANDING
- ------------------------------------ --------- -------------
<S> <C> <C>
FMR Corp................................................ 43,335,529(1) 13.5%
Edward C. Johnson 3d Common Stock
Abigail P. Johnson
82 Devonshire Street
Boston, MA 02109
Putnam Investments, Inc................................. 34,922,669(2) 10.8%
One Post Office Square Common Stock
Boston, MA 02109
</TABLE>
- ---------------
(1) Information is as of December 31, 1998 and is based on a Schedule 13G filed
by FMR Corp., a holding company. FMR Corp. reported that (a) it (directly or
indirectly) has sole dispositive power over all these shares, (b) it has
sole voting power over 2,841,953 of these shares and no shared voting power,
(c) these shares are held principally by Fidelity Management & Research
Company, a wholly-owned investment adviser, and other investment companies
and institutional accounts managed by subsidiaries of FMR Corp. and (d) the
family of Edward C. Johnson 3d, including Mr. Johnson, the Chairman of FMR
Corp., and his daughter Abigail P. Johnson, a director, and trusts for the
family members' benefit may be deemed to form a controlling group with
respect to FMR Corp.
(2) Information is as of January 31, 1999 and is based on a Schedule 13G filed
by Putnam Investments, Inc. ("Putnam"), on behalf of itself and Marsh &
McLennan Companies, Inc., Putnam Investment Management, Inc. and The Putnam
Advisory Company, Inc. Putnam reported that it had (a) sole voting power
with respect to none of the shares, (b) shared voting power with respect to
5,217,169 shares, and (c) shared dispositive power with respect to all of
the shares.
PROPOSAL 2
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE
THE AUTHORIZED COMMON STOCK FROM 600,000,000 TO 1,200,000,000 SHARES
On April 13, 1999, the Board of Directors adopted the following resolution,
subject to shareholder approval, to amend the Company's Third Restated
Certificate of Incorporation (the "Certificate of Incorporation") to increase
the authorized number of shares of Common Stock from 600,000,000 to
1,200,000,000 shares (the "Amendment").
6
<PAGE> 10
"RESOLVED, that the first paragraph of Article Fourth of the Certificate
of Incorporation be amended to read as follows:
"FOURTH: The total number of shares of capital stock of all classes
which this Corporation shall have authority to issue shall be one
billion two hundred five million (1,205,000,000) shares, consisting of
one billion two hundred million (1,200,000,000) shares of Common Stock
of the par value of one dollar ($1.00) per share, amounting in the
aggregate to one billion two hundred million dollars ($1,200,000,000),
and five million (5,000,000) shares of Preferred Stock of the par value
of one dollar ($1.00) per share, amounting in the aggregate to five
million dollars ($5,000,000)."
No increase in the number of authorized shares of Preferred Stock of the
Company, currently 5,000,000 shares, will be made.
At April 13, 1999 the Company had 321,721,864 shares of Common Stock
outstanding. As of that date, an aggregate of 25,904,889 shares of Common Stock
were reserved for issuance, all of which were reserved for issuance under
outstanding and future grants pursuant to the Company's stock plans.
The holders of the outstanding shares of Common Stock are entitled to vote
as a class upon the Amendment. If the stockholders approve the Amendment, it
will become effective upon the filing of a Certificate of Amendment with the
Secretary of State of Delaware, which is expected to take place promptly after
the stockholders' meeting. The Amendment does not alter or change the powers,
preferences, or special rights of the holders of shares of Common Stock or any
other class of stock.
The Board of Directors believes that it is desirable to have available a
substantial number of authorized but unissued shares of Common Stock which may
be issued from time to time, without further authorization of the stockholders,
to provide for stock splits or stock dividends, stock options and other equity
incentives, to be able to take advantage of acquisition opportunities, to meet
future capital needs, and for other general corporate purposes.
The Company completed a 2-for-1 split of the Company's Common Stock during
each of fiscal 1998 and fiscal 1999. Although the Company has no present plans
to declare a stock split, the Board of Directors believes that it is in the best
interests of the Company to provide the Company with the flexibility necessary
to provide for a stock split in the future. The Company has in the past entered
into acquisition transactions and, although there are no such current plans, may
do so in the future. Any potential future acquisition could involve the issuance
of additional Common Stock or Preferred Stock by the Company. Any issuance of
additional shares of Common Stock (other than through a stock split or a stock
dividend) would have the effect of reducing the percentage voting interests of
previously outstanding Common Stock. Shares of authorized but unissued Common
Stock may be issued from time to time by the Board of Directors without further
stockholder action unless such action is required by the law of the State of
Delaware, under which the Company is incorporated, the Company's Certificate of
Incorporation, or the rules of the New York Stock Exchange. The New York Stock
Exchange currently has a listing requirement, the effect of which is to require
that a listed company generally obtain prior stockholder approval when issuing
shares of authorized but unissued stock in a transaction in an amount greater
than 20% of its then outstanding stock.
The Company is not proposing the increase in the authorized number of
shares of Common Stock with the intention of using the additional shares for
anti-takeover purposes although the Company could use the additional shares to
make more difficult or to discourage an attempt to acquire control of the
Company.
The holders of Common Stock do not have preemptive rights to subscribe to
shares of Common Stock or other securities issued by the Company. The issue of
additional authorized shares of Common Stock (other than through a stock split
or a stock dividend) may dilute the voting power and equity interest of present
stockholders. It is not possible to predict in advance whether the issue of
additional shares will have a dilutive effect on earnings per share as it
depends on the specific events associated with a particular transaction.
However, additional shares issued pursuant to employee benefit plans would tend
to have a dilutive effect on earnings per share.
7
<PAGE> 11
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 2.
The Board of Directors recommends a vote "FOR" the approval of the
Amendment to the Company's Certificate of Incorporation. The persons named as
proxies will vote the shares to which the proxy is related in accordance with
the specifications on the form of proxy and, where specific choices are not
indicated, will be voted in favor of Proposal 2.
PROPOSAL 3
CONSIDERATION OF THE MACBRIDE PRINCIPLES
Certain shareholders have submitted the proposal set forth below that will
be voted upon at the meeting if properly presented by its proponents. The
Company will furnish the names and addresses of the shareholders submitting the
proposal to any shareholder requesting such information.
SHAREHOLDER PROPOSAL
"WHEREAS, TJX Companies operates a wholly owned subsidiary in Northern
Ireland, T.K. Maxx.
WHEREAS, the securing of a lasting peace in Northern Ireland encourages us
to search for non-violent means for establishing justice and equality;
WHEREAS, Dr. Sean MacBride, founder of Amnesty International and Nobel
Peace laureate, has proposed several equal opportunity employment principles to
serve as guidelines for corporations in Northern Ireland. These include:
1. Increasing the representation of individuals from underrepresented
religious groups in the workforce including managerial, supervisory,
administrative, clerical and technical jobs.
2. Adequate security for the protection of minority employees both at
the workplace and while traveling to and from work.
3. The banning of provocative religious or political emblems from the
workplace.
4. All job openings should be publicly advertised and special
recruitment efforts should be made to attract applicants from
underrepresented religious groups.
5. Layoff, recall, and termination procedures should not in practice,
favor particular religious groupings.
6. The abolition of job reservations, apprenticeship restrictions and
differential employment criteria, which discriminate on the basis of
religion or ethnic origin.
7. The development of training programs that will prepare substantial
numbers of current minority employees for skilled jobs, including
the expansion of existing programs and the creation of new programs
to train, upgrade, and improve the skills of minority employees.
8. The establishment of procedures to assess, identify and actively
recruit minority employees with potential for further advancement.
9. The appointment of a senior management staff member to oversee the
company's affirmative action efforts and the setting up of
timetables to carry out affirmative action principles.
8
<PAGE> 12
RESOLVED, Shareholders request the Board of Directors to:
1. Make all possible lawful efforts to implement and/or increase
activity on each of the nine MacBride Principles.
SUPPORTING STATEMENT
We believe that our company benefits by hiring from the widest available
talent pool. An employee's ability to do the job should be the primary
consideration in hiring and promotion decisions.
Implementation of the MacBride Principles by TJX Companies will demonstrate
its concern for human rights and equality of opportunity in its international
operations.
Please vote your proxy FOR these concerns."
STATEMENT OF THE BOARD OF DIRECTORS AND MANAGEMENT
IN OPPOSITION TO PROPOSAL NO. 3
TJX's policy and practice worldwide are to provide equal opportunity
employment in all locations without regard to race, color, religion, sex,
national origin, citizenship status, age, disability or marital status. Northern
Ireland is no exception.
TJX's operations in Northern Ireland consist of one retail store operated
by its subsidiary T.K. Maxx. The majority of this store's employees are members
of the minority religious group. T.K. Maxx's operations essentially comply with
the practices outlined in the MacBride Principles and fully adhere to the
standards of the Northern Ireland Fair Employment Act of 1989 (the "Northern
Ireland Fair Employment Act"). For example, in accordance with TJX's employment
policies, decisions regarding hiring, promotion and termination are based solely
on experience and qualifications without regard to religious or ethnic
background. Similarly, recruiting procedures are carried out in such a way as to
provide equal opportunity. T.K. Maxx is registered with, and continues to
cooperate fully with, the Fair Employment Commission for Northern Ireland. None
of TJX, T.K. Maxx or, to the knowledge of TJX, the appropriate governmental
agencies in Northern Ireland, has received any complaint of religious or
political discrimination with respect to the operations of T.K. Maxx and TJX is
satisfied that the employment practices adopted by T.K. Maxx are fair and
non-discriminatory. TJX has thoughtfully and carefully designed a comprehensive
equal opportunity employment program and continuously monitors its practices and
policies to ensure that they are fair and non-discriminatory.
The MacBride Principles and the Northern Ireland Fair Employment Act both
seek to eliminate employment discrimination in Northern Ireland. TJX
wholeheartedly supports this objective. By adopting the MacBride Principles,
however, T.K. Maxx would become unnecessarily accountable to two sets of
similar, but not identical, fair employment guidelines. TJX also fears that the
implementation of a rigid set of principles, which were not specifically
designed to address equal opportunity employment issues in the local area
surrounding the T.K. Maxx store, may lead to divisiveness in the workplace.
Finally, TJX believes that implementation of these principles may result in a
decrease in the number of its employees who are members of the minority
religious group in Northern Ireland. For these reasons, your Board of Directors
believes that implementation of the MacBride Principles would be burdensome,
superfluous, unnecessary and undesirable, particularly in light of T.K. Maxx's
own policies, its compliance with the requirements of the Northern Ireland Fair
Employment Act and its cooperation with the Fair Employment Commission.
Your Board of Directors has determined that TJX's and T.K. Maxx's policies
on equal employment opportunity are entirely consistent with its obligations and
goals to act as an ethical and responsible member of the business community.
Your Board of Directors does not believe that endorsement of the MacBride
Principles is necessary, appropriate, or in the best interests of TJX, its
subsidiaries, including T.K. Maxx, or affiliates, or their respective employees.
9
<PAGE> 13
RECOMMENDATION OF THE BOARD OF DIRECTORS
Your Board of Directors recommends a vote AGAINST approval of Stockholder
Proposal No. 3. Unless you provide other instructions in your proxy, the shares
represented thereby will be voted against Proposal 3.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Company's executive compensation program is administered by the
Executive Compensation Committee (the "ECC") of the Board of Directors. All ECC
members are non-employee directors.
Compensation Philosophy
The Company's compensation philosophy is based upon the premise that all of
its associates are important to its success, with senior executives, including
its executive officers, setting the direction of the business and having overall
responsibility for its results. Because the Company operates in a highly
competitive and difficult economic environment for retailers, the Company has
planned a compensation structure intended to attract and retain individuals with
a high caliber of talent, reward the creativity of its executive officers in
maximizing business opportunities and provide incentives to the executive
officers to execute the Company's objectives and enhance shareholder value by
achieving both short and long-term business objectives.
The ECC uses the services of outside compensation consultants in order to
ensure that the Company's total compensation programs for senior executives are
competitive with packages offered by certain peer companies for similar
positions. The companies selected for these purposes are predominantly retail
companies, including major competitors of the Company as to which compensation
information is available. While some of these peer companies are included in the
Dow Jones Apparel Retailers Index appearing in the Performance Graph on page 15,
these peer companies are not all the same as the companies comprising that
index. The level of base salary and target short term incentive goals in the
Company's Management Incentive Plan ("MIP") approximate the median level of such
compensation afforded by the peer companies. Outside compensation consultants
assist the Committee with establishing a competitive long-term compensation
strategy by reviewing peer company total compensation mix between annual
programs and various long-term compensation vehicles. Company awards made under
the Management Incentive Plan and Fiscal 1999 Long Range Performance Incentive
Plan for Executive Officers are totally tied to Company income goal performance
thus linking incentive rewards to Company short and long-term performance goals.
The ECC has implemented its philosophy of compensation by approving key
executive base salaries to be competitive with other retailers; providing short
term incentives tied to defined financial measures that such executives can
influence; and providing longer term incentives to encourage strategic planning
and execution; all of which will have a significant benefit to the Company and
its shareholders. The ECC retains the discretion to make additional, separate
awards in recognition of outstanding performance. In June 1998 special deferred
performance cash awards were granted to Messrs. Cammarata, Lesser and Campbell
in the amounts of $500,000, $300,000 and $200,000, respectively, in recognition
of their efforts in significantly exceeding Company performance objectives which
in turn increased stockholder value.
The remainder of this report discusses compensation policies and related
matters primarily with respect to the Company's last fiscal year (1999).
Base Salary
The Company sets base salaries taking into consideration individual
performance and prevailing market data for similar positions. The performance of
Executive Officers is evaluated by Mr. Cammarata, and such performance,
including that of Mr. Cammarata, is evaluated by the Committee taking into
account achievement of corporate or divisional operating performance and other
subjective criteria without any specific weighting assigned to a particular
factor. Mr. Cammarata's base salary under his employment agreement is
10
<PAGE> 14
currently $1,200,000, some of which is deferred. Current base salaries for
Messrs. Lesser, Campbell, Barron and English are $900,000, $595,000, $350,000
and $350,000, respectively. Employment agreements for Messrs. Cammarata, Lesser
and Campbell provide for periodic review of base salary by the Board of
Directors.
Short Term Incentives
The Company encourages its key associates, including its executive
officers, to realize certain annual goals (tied to pre-tax income) which are set
by the ECC early in each fiscal year, through MIP. Executive officers' MIP
awards are based upon the results of the Company's operating businesses. If
targets are not met, there is either no MIP award payment or a reduced award
payment based on a percentage of the target realized. If results exceed target,
the executive officer could earn up to a maximum of two times target depending
upon the performance above goal. The target and maximum award percentages are
set by the ECC according to the responsibilities of the individual executive.
For fiscal 1999, the MIP payments to Messrs. Cammarata, Lesser, Campbell, Barron
and English equaled 140%, 112%, 84%, 76% and 76% of their respective fiscal year
salaries. Mr. Cammarata's target award was 75% of salary. During fiscal year
1999, based on Company performance, actual incentive payments for the executive
officers reflect above target awards. In the case of Mr. Cammarata, the annual
MIP incentive award was 186% of target goal performance.
Long-Term Incentives
The basic long-term compensation program established for senior management
includes a Long Range Performance Incentive Plan ("LRPIP") and option grants,
and is designed to reward the realization of longer term goals, including the
enhancement of shareholder value, and to encourage continuity of senior
management by tying a significant portion of such executives' total compensation
to the Company's long-term performance.
Long Range Performance Incentive Plan
The objectives of LRPIP are to reward executives for achieving long-term
financial performance goals (either Company-wide goals or divisional goals) over
a three-year period; and to provide incentives for executives who participate in
the plan to stay with the Company. If three-year pre-tax income targets are
achieved, a target performance award will be paid, but if performance targets
are not met, there would be either no performance award or a reduced performance
award based on the percentage of the target goals realized. The maximum award
ranges up to 150% of the performance target award for performance exceeding
target goals. For the fiscal 1997-1999 LRPIP cycle, the award payout, based on
Company performance, was at 150% of target for Messrs. Lesser, Campbell and
Barron. For the fiscal 1997-1999 cycle, Mr. English participated in a divisional
long range plan with a 100% award payout. Mr. Cammarata did not participate in
LRPIP for the fiscal 1997-1999 cycle.
Option Grants
Regular stock option grants were made in fiscal 1999 to the Company's key
associates including its executive officers as a long-term incentive vehicle.
The number of stock options granted key associates is based upon the level and
responsibility of the particular associate, the associate's expected
contribution towards Company performance, and total compensation mix strategy.
All fiscal 1999 stock option awards were made pursuant to the 1986 Stock
Incentive Plan with an exercise price equal to the fair market value of the
Company's Common Stock on the date of grant and with a term of ten years. These
awards provide value to the executive officers only when and to the extent that
the fair market value of the Company's Common Stock appreciates over the fair
market value on the date of grant.
Section 162(m) of the Internal Revenue Code of 1986
The Company received shareholder approval in 1997 for the material terms of
the Company's 1986 Stock Incentive Plan, Management Incentive Plan and Long
Range Performance Incentive Plan to continue to
11
<PAGE> 15
qualify performance based executive officer compensation under such plans for
exemption from the limit on deductibility imposed by Section 162(m) of the
Internal Revenue Code. The ECC retains the discretion to make awards that do not
qualify for exemption under Section 162(m).
Executive Compensation Committee
Robert F. Shapiro, Chairman
Dennis F. Hightower
John M. Nelson, ex-officio
John F. O'Brien
Willow B. Shire
SUMMARY COMPENSATION TABLE
The following provides information concerning compensation for the Chief
Executive Officer and the Company's four other executive officers for services
to the Company for the fiscal years ended January 30, 1999, January 31, 1998 and
January 25, 1997. All references to options reflect the two-for-one stock splits
in fiscal 1999 and fiscal 1998.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------- ------------------------------------
AWARDS GRANTED PAYOUTS
----------------------- ----------
RESTRICTED LONG-TERM
FISCAL OTHER ANNUAL STOCK SECURITIES INCENTIVE ALL OTHER
NAME AND YEAR COMPENSATION AWARDS UNDERLYING PLAN COMPENSATION
PRINCIPAL POSITION (1) SALARY BONUS(2) (3) ($) OPTIONS PAYOUTS (6)
------------------ ------ ---------- ---------- ------------ ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bernard Cammarata 1999 $1,200,000 $2,174,181 $36,617 $ 0 225,000 $ 0 $1,528,269
President and Chief 1998 $1,223,077 $1,110,236 $57,360 $ 0 1,700,000(4) $3,484,613(5) $9,940,884
Executive Officer 1997 $1,200,000 $1,300,000 $ 7,294 $ 0 0 $2,134,035(5) $ 4,637
Richard G. Lesser 1999 $ 900,000 $1,304,508 $ 7,294 $ 0 0 $ 660,000 $ 5,716
Executive Vice President 1998 $ 882,693 $ 667,713 $ 7,294 $1,206,250 500,000 $ 517,125 $ 5,716
and Chief Operating 1997 $ 742,885 $ 688,097 $ 7,294 $ 0 260,000 $ 325,065 $ 5,837
Officer
Donald G. Campbell 1999 $ 583,558 $ 688,491 $ 5,059 $ 0 75,000 $ 393,750 $ 5,716
Executive Vice President 1998 $ 558,654 $ 359,205 $ 5,059 $ 0 100,000 $ 273,338 $ 5,716
-- Finance and Chief 1997 $ 486,923 $ 383,361 $ 5,059 $ 0 140,000 $ 135,450 $ 5,837
Financial Officer
Arnold S. Barron (7) 1999 $ 336,923 $ 257,180 $ 5,059 $ 0 40,000 $ 150,000 $ 5,716
Senior Vice President
Group Executive
Edmond J. English (7) 1999 $ 333,654 $ 254,685 $ 5,216 $ 0 40,000 $ 50,000 $ 5,716
Senior Vice President
Group Executive
</TABLE>
- ---------------
(1) Fiscal 1998 was a 53-week year.
(2) The Bonus amounts consist of amounts paid pursuant to MIP and for fiscal
1999 they also include special deferred performance cash awards to Messrs.
Cammarata, Lesser and Campbell in the amounts of $500,000, $300,000 and
$200,000, respectively.
(3) Other Annual Compensation with respect to Messrs. Lesser, Campbell, Barron
and English and, for fiscal 1997, with respect to Mr. Cammarata, consists of
tax reimbursements associated with car allowances and excludes perquisites
having an aggregate value of the lesser of either $50,000 or 10% of salary
and bonus. Such compensation listed for Mr. Cammarata for fiscal 1999
consists of $7,294 for tax reimbursements associated with his car allowance,
$29,323 for tax reimbursements associated with costs incurred in negotiation
of his employment agreement and for fiscal 1998 consists of $22,794 with
respect to a car allowance and related tax reimbursements and $34,566 for
certain costs incurred in negotiation of his employment agreement and for
financial planning.
(4) Pursuant to Mr. Cammarata's employment agreement, he received 1,000,000
options in fiscal 1998 and an additional make-up award of 400,000 options.
He also received a fiscal year option grant of 300,000 shares.
12
<PAGE> 16
(5) In addition to Mr. Cammarata's payout under LRPIP for the fiscal 1996-1998
and 1995-1997 award periods of $879,113 and $537,285, respectively, Mr.
Cammarata vested in each of fiscal 1998 and fiscal 1997 in 150,000 shares
valued at $2,605,500 and $1,596,750, respectively, based on Company
performance.
(6) All Other Compensation for Mr. Cammarata for fiscal 1999 includes a
$1,260,000 deferred cash replacement award for LRPIP and a $262,553 contract
payment based on option share value. Such compensation for fiscal 1998 for
Mr. Cammarata includes a similar $262,553 contract payment and the value
($9,618,750) on the grant date of a vested deferred award initially
denominated in 900,000 deferred shares of Company Common Stock. The
Company's obligation under this grant increased by $5,625,000 in fiscal 1998
and $6,315,625 in fiscal 1999 owing to the increase in the market value of
the Company's Common Stock. (Mr. Cammarata was entitled to and has now fully
converted this award into other investments having an equivalent value on
the date of conversion.) Fiscal 1998 also includes a $55,000 deferred cash
grant to Mr. Cammarata.
All Other Compensation includes calendar 1998, 1997, and 1996 Company
contributions to the Company's General Savings/Profit Sharing Plan of
$3,200, $2,065 and $1,800, respectively to the account of Mr. Cammarata and
$3,200, $3,200 and $3,000, respectively, to the accounts of each of Messrs.
Lesser and Campbell and $3,200 for calendar 1998 to the accounts of Messrs.
Barron and English, and Company paid amounts with respect to executive life
insurance in the amounts of $2,516, $2,516 and $2,837, respectively, for
fiscal 1999, 1998 and 1997, for each of Messrs. Cammarata, Lesser and
Campbell and $2,516 for fiscal 1999 for each of Messrs. Barron and English.
(7) Messrs. Barron and English became executive officers in December 1998.
OPTION GRANTS IN FISCAL 1999
The following table reports stock option grants awarded between February 1,
1998 and January 30, 1999 to the following executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF PERCENT OF ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------------------------
NAME GRANTED(1) FISCAL YEAR (PER SHARE)(1) DATE 0% 5% 10%
---- ---------- ------------- -------------- ---------- -- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bernard Cammarata........ 225,000 11.6% $21.75 09/09/08 $ 0 $ 3,077,663 $ 7,799,378
Richard G. Lesser........ 0 -- -- -- -- $ -- $ --
Donald G. Campbell....... 75,000 3.9% $21.75 09/09/08 $ 0 $ 1,025,888 $ 2,599,793
Arnold S. Barron......... 40,000 2.1% $21.75 09/09/08 $ 0 $ 547,140 $ 1,386,556
Edmond J. English........ 40,000 2.1% $21.75 09/09/08 $ 0 $ 547,140 $ 1,386,556
- -------------------------------------------------------------------------------------------------------------------------------
All Optionees(3)......... 1,935,600 100.0% $21.7385 09/09/08 $ 0 $ 26,461,975 $ 67,060,023
All Shareholders(4)...... 322,140,770 $ 0 $4,404,050,895 $11,160,760,261
Optionee Gains as % of
All Shareholders
Gain................... 0.6% 0.6%
</TABLE>
- ---------------
(1) All options were granted with an exercise price equal to the closing price
on the New York Stock Exchange on the day of grant. Options vest in equal
annual installments over three years, beginning on the first anniversary of
the grant date. All options vest upon a change of control, as defined.
(2) The dollar amounts under these columns are the result of calculations at 0%,
and at the 5% and 10% rates required by the SEC, and therefore are not
intended to forecast possible future appreciation of the Company's stock
price at the end of ten years.
(3) The All Optionees example assumes the average price per share of all options
granted during fiscal 1999 ($21.7385) for a ten-year term based on assumed
annual stock price appreciation of 0%, 5% and 10%, respectively.
(4) No gain to the optionees is possible without an increase in stock price,
which will benefit all shareholders commensurately. The All Shareholders
example assumes the same price and ten-year term used in the All Optionees
example and is based on the number of shares outstanding on January 30, 1999
of 322,140,770 but does not reflect dividends which may be received during
the period shown.
13
<PAGE> 17
AGGREGATED OPTION EXERCISES IN FISCAL 1999
AND FISCAL 1999 YEAR-END OPTION VALUES
The following table provides information on option exercises in fiscal 1999
by executive officers and the value of such officers' unexercised options as of
January 30, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL YEAR-END IN-THE-MONEY OPTIONS
ACQUIRED ------------------------------- AT FISCAL YEAR-END(1)
ON EXERCISE VALUE EXERCISABLE UNEXERCISABLE ----------------------------
NAME (# OF SHARES) REALIZED (# OF SHARES) (# OF SHARES) EXERCISABLE UNEXERCISABLE
- ---- ------------- -------- ------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bernard Cammarata........ 0 $ 0 1,500,080 1,224,920 $32,320,870 $19,875,043
Richard G. Lesser........ 469,060 $7,775,795 118,940 586,640 $ 2,479,150 $10,555,898
Donald G. Campbell....... 300,000 $4,877,894 126,700 188,300 $ 2,669,192 $ 2,564,234
Arnold S. Barron......... 76,640 $1,124,064 0 93,320 $ 0 $ 1,232,296
Edmond J. English........ 25,960 $ 367,635 6,680 79,960 $ 139,236 $ 953,824
</TABLE>
- ---------------
(1) The value of unexercised in-the-money options was calculated based on the
closing price of the Company's Common Stock as of January 30, 1999, the last
day of the fiscal year, less the exercise price of the options.
LONG-TERM INCENTIVE PLAN-PERFORMANCE AWARDS IN FISCAL 1999
The following table describes the awards granted to executive officers
under the Company's Long Range Performance Incentive Plan ("LRPIP") or
equivalent arrangement during fiscal 1999(1).
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE-BASED PLAN
PERFORMANCE ---------------------------------
PERIOD UNTIL THRESHOLD TARGET MAXIMUM
NAME PAYOUT ($) ($) ($)
- ---- ------------ --------- -------- ----------
<S> <C> <C> <C> <C>
Bernard Cammarata................................... 1999-2001 $ 0 $840,000 $1,260,000
Richard G. Lesser................................... 1999-2001 $ 0 $495,000 $ 742,500
Donald G. Campbell.................................. 1999-2001 $ 0 $300,000 $ 450,000
Arnold S. Barron.................................... 1999-2001 $ 0 $160,000 $ 240,000
Edmond J. English................................... 1999-2001 $ 0 $160,000 $ 240,000
</TABLE>
- ---------------
(1) LRPIP operates on the basis of three-year periods. For each period, the ECC
sets target awards and performance goals. Performance goals (tied to pre-tax
income) are based on Company-wide goals for corporate officers and on
divisional goals for divisional officers. If three-year targets are met or
partially met, up to 100% of the target award will be paid, increasing up to
the maximum payout if performance exceeds the specified goals. The Company
pays LRPIP awards in cash.
14
<PAGE> 18
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative performance of the
Company's Common Stock with the S&P Composite-500 Stock Index and the Dow Jones
Apparel Retailers Index as of the date nearest the end of the Company's fiscal
year for which index data is readily available for each year in the five-year
period ending January 30, 1999. The graph assumes that $100 was invested on
January 29, 1994 in each of the Company's Common Stock, the S&P Composite-500
Stock Index and the Dow Jones Apparel Retailers Index and that all dividends
were reinvested.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
TJX S&P 500 DJ ARI
--- ------- ------
<S> <C> <C> <C>
Base Year 100.00 100.00 100.00
1995 47.32 100.53 90.36
1996 70.25 139.39 100.58
1997 154.90 176.11 124.07
1998 256.20 223.51 202.41
1999 449.50 296.12 375.31
</TABLE>
15
<PAGE> 19
RETIREMENT PLANS
The Company has in effect a qualified Retirement Plan for all eligible
employees and a Supplemental Executive Retirement Plan ("SERP") for certain key
employees, including the executive officers. The executive officers are also
eligible to participate in the Company's Executive Savings Plan, which is a non-
qualified deferred compensation plan. Under the terms of the Executive Savings
Plan, executive officers eligible for SERP are not entitled to the Company
credits under the Executive Savings Plan. The following table shows the
estimated annual benefit payable on a straight life annuity basis at normal
retirement (age 65) for all employees eligible for SERP benefits. Benefits
payable under SERP are calculated by deducting benefits received under the
Company's Retirement Plan; primary Social Security benefits; and benefits
associated with the Company's contribution under the General Savings/Profit
Sharing Plan.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFITS
FOR YEARS OF SERVICE INDICATED(2)
AVERAGE ------------------------------------------------
ANNUAL EARNINGS(1) 10 YEARS 15 YEARS 20 YEARS OR MORE
- ------------------ -------- -------- ----------------
<S> <C> <C> <C>
$ 100,000 $ 25,000 $ 37,500 $ 50,000
150,000 37,500 56,250 75,000
200,000 50,000 75,000 100,000
300,000 75,000 112,500 150,000
400,000 100,000 150,000 200,000
500,000 125,000 187,500 250,000
600,000 150,000 225,000 300,000
800,000 200,000 300,000 400,000
1,000,000 250,000 375,000 500,000
1,200,000 300,000 450,000 600,000
1,400,000 350,000 525,000 700,000
1,600,000 400,000 600,000 800,000
</TABLE>
- ---------------
(1) Average Annual Earnings includes salary and short term bonuses and is based
on the highest compensation during five of the last ten years of employment.
(2) As of January 30, 1999, the years of service for the following executive
officers under SERP are as follows: Mr. Cammarata, 22 years; Mr. Lesser, 24
years; Mr. Campbell, 25 years; Mr. Barron, 19 years; and Mr. English, 16
years.
EMPLOYMENT AGREEMENTS
Bernard Cammarata has a five-year employment agreement with the Company
effective as of January 26, 1997. Mr. Cammarata's annual base salary is
currently $1,200,000. Mr. Cammarata is eligible for target awards under MIP of
75% of base salary and a maximum MIP award opportunity of 150% of base salary,
and under LRPIP is eligible for target awards of 70% of base salary and a
maximum award opportunity of 105% of base salary. Mr. Cammarata also received
stock denominated, option and cash awards described in footnotes 4-6 to the
"Summary Compensation Table." Mr. Cammarata has agreed to a four-year
non-competition period following voluntary termination of employment.
The Company has established an account on its books reflecting Mr.
Cammarata's deferred awards (including deferred annual salary in excess of
$1,000,000), and the notional investment of such amounts by Mr. Cammarata. The
Company has created and funded a so-called "rabbi trust" to meet its obligations
to Mr. Cammarata with respect to the deferred account. Mr. Cammarata will be
entitled to receive the balance in the deferred account upon termination of
employment or, if earlier, at such time as the Company could pay such amounts on
a deductible basis under Section 162(m) of the Code.
If the employment period terminates prior to the end of its five-year term
by reason of death, disability, incapacity, or termination by the Company other
than for cause, or is terminated by Mr. Cammarata following certain Company
actions, he would be entitled to full vesting of his stock options and would
receive base salary and benefits for the balance of the contract period or for
twelve months if longer, with any salary continuation
16
<PAGE> 20
after twelve months subject to reduction for other earnings. He would also be
entitled to an additional payment equal to his full award target (plus a
prorated award target) under the Company's MIP for the year of termination, plus
a prorated portion of any LRPIP award target. If Mr. Cammarata is not offered
service in a capacity agreeable to him and on mutually satisfactory terms
following the expiration of the five-year term of the agreement, he would be
entitled to continuation of base salary at the rate then in effect until the
Annual Meeting of Stockholders occurring in 2003. In the event of a change of
control (as defined) of the Company, Mr. Cammarata would vest in options and his
maximum LRPIP award, and would no longer be subject to his non-competition
undertakings. He would also be entitled to one year's target award under MIP,
and a prorated MIP target award for the year of the change of control. In the
event of a change of control followed by termination of employment resulting
from a Change of Control Termination, as defined, Mr. Cammarata would also be
entitled to the termination benefits generally payable to the Company's officers
upon a change of control as described below under "Change of Control Severance
Agreements."
The employment agreements of Richard G. Lesser and Donald G. Campbell
extend through February 1, 2001 and January 27, 2001, respectively. Mr. Lesser
and Mr. Campbell currently receive $900,000 and $595,000, respectively, in base
salary. Mr. Lesser participates in LRPIP and MIP and is entitled to earn up to
60% of his base salary as a target award or up to 120% as a maximum award under
MIP. Mr. Campbell also participates in LRPIP and MIP. Mr. Campbell is entitled
to earn up to 45% of his base salary as a target award or up to 90% as a maximum
award under MIP. If employment terminates by reason of death, disability,
incapacity or termination by the Company other than for cause, Messrs. Lesser
and Campbell will be entitled to certain benefits, including continuation of
base salary and health and similar benefits for defined periods, payment of
certain MIP and deferred compensation awards and a portion of any LRPIP target
award. In the event of a change of control (as defined), Messrs. Lesser and
Campbell would vest in their options. They would also be entitled to accelerated
payments of their MIP target award; a prorated portion of such MIP target award;
and maximum LRPIP awards. If a change of control were followed by termination of
employment resulting from a Change of Control Termination, as defined, they
would also be entitled to the termination benefits described below under "Change
of Control Severance Agreements."
CHANGE OF CONTROL SEVERANCE AGREEMENTS
The Company provides change of control severance benefits to selected
associates under individual agreements. Under these agreements, in general, upon
a change of control (as defined) of the Company the associate would be entitled
to accelerated lump-sum payments of his or her MIP target award and a prorated
portion of any LRPIP award. If, during the 24-month period following a change of
control, the Company were to terminate the associate's employment other than for
cause (as defined) or the associate were to terminate his or her employment for
reasons specified in the agreement, or if the employment period were to
terminate by reason of death, disability or incapacity, the associate would be
entitled to receive an amount equal to two times his or her base salary plus the
present value of his or her SERP benefits, calculated using an additional
service credit. For up to two years following termination the Company would also
be obligated to provide continued health and other insurance and disability
benefits and the use of an automobile. The foregoing benefits would be payable
whether or not they gave rise to a federal excise tax on so-called "excess
parachute payments" or were non-deductible, except to the extent a reduction in
amounts paid would maximize the associate's after-tax benefits. The Company
would also be obligated to pay all legal fees and expenses reasonably incurred
by the associate in seeking enforcement of contractual rights following a change
of control.
TRUST AGREEMENTS
The Company has entered into trust agreements with institutional trustees
providing for the payment out of the assets of the trusts of benefits accrued
under such of the Company's various benefit plans, employment agreements and
other employment arrangements as are from time to time specified by the Company.
The trusts are currently only nominally funded, but the Company may in its
discretion make contributions to and withdrawals from the trusts from time to
time, subject to the trusts becoming irrevocable upon a change of control (as
defined) of the Company and to the Company's obligations to fully fund the
trusts upon a change
17
<PAGE> 21
of control. To the extent not withdrawn by the Company, the assets of the trusts
will be used, subject to the terms of the trusts and to the Company's
obligations to its general creditors, to make payments as they become due under
the terms of the benefit plans, employment agreements and other employment
arrangements from time to time specified by the Company.
INDEMNIFICATION AGREEMENTS
The Company has entered into indemnification agreements with each of its
directors and officers indemnifying them against expenses, settlements,
judgments and fines incurred in connection with any threatened, pending or
completed action, suit, arbitration or proceeding, where the individual's
involvement is by reason of the fact that he or she is or was a director or
officer or served at the Company's request as a director of another organization
(except that indemnification is not provided against judgments and fines in a
derivative suit unless permitted by Delaware law). An individual may not be
indemnified if he or she is found not to have acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Company, except to the extent Delaware law shall permit broader
contractual indemnification. The indemnification agreements provide procedures,
presumptions and remedies designed to substantially strengthen the indemnity
rights beyond those provided by the Company's Certificate of Incorporation and
by Delaware law.
INDEPENDENT AUDITORS
The directors have appointed PricewaterhouseCoopers LLP, who have served as
the Company's auditors since 1962, to examine the financial statements of the
Company for the fiscal year ending January 29, 2000. The Company expects
representatives of PricewaterhouseCoopers LLP to be present at the Annual
Meeting with an opportunity to make a statement if they desire and to respond to
appropriate questions.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Proposals of stockholders submitted for consideration at the 2000 Annual
Meeting of Stockholders must be received by the Company no later than December
31, 1999 in order to be considered for inclusion in the Company's proxy
materials for that meeting.
Stockholders who intend to present a proposal at the 2000 Annual Meeting of
Stockholders without inclusion of such proposal in the Company's proxy materials
are required to provide notice of such proposal to the Company not later than
March 10, 2000. The Company reserves 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. Requirements for submitting such
proposals are set forth in the Company's by-laws.
OTHER MATTERS
The management has no knowledge of any other matter which may come before
the Annual Meeting and does not, itself, intend to present any such other
matter. However, if any such other matters shall properly come before the
meeting or any adjournment thereof, the persons named as proxies will have
discretionary authority to vote the shares represented by the accompanying proxy
in accordance with their own judgment.
Neither the Executive Compensation Committee Report appearing above at
pages 10-12 nor the Performance Graph appearing above at page 15 shall be deemed
incorporated by reference by any general statement incorporating this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates such report or graph by reference, and shall not
otherwise be deemed filed under such Acts.
The cost of solicitation of proxies will be borne by the Company. The
Company has retained Morrow & Co., Inc. to assist in soliciting proxies by mail,
telephone and personal interview for a fee of $6,000, plus expenses. Officers
and employees of the Company may also assist in soliciting proxies in those
manners.
18
<PAGE> 22
ZYRCM-PS-99
<PAGE> 23
THE TJX COMPANIES, INC.
ANNUAL MEETING OF STOCKHOLDERS - JUNE 8, 1999
The undersigned hereby appoints BERNARD CAMMARATA, DONALD G. CAMPBELL and JAY H.
MELTZER, and each of them, as attorneys and proxies, with full power of
substitution, to represent and to vote at the Annual Meeting of Stockholders of
The TJX Companies, Inc. (the "Company") to be held at BankBoston, 100 Federal
Street, Boston, Massachusetts, on Tuesday, June 8, 1999 at 11:00 a.m. and any
adjournment thereof, all the shares of Common Stock of the Company which the
undersigned could vote, if present, in such manner as they may determine on any
matters which may properly come before the meeting and to vote as specified on
the reverse.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES, FOR PROPOSAL 2 AND AGAINST PROPOSAL 3. THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS, FOR
PROPOSAL 2 AND AGAINST PROPOSAL 3.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------------- ----------------------------------------
- -------------------------------------- ----------------------------------------
- -------------------------------------- ----------------------------------------
<PAGE> 24
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- --------------------------------------------------------------------
THE TJX COMPANIES, INC.
- --------------------------------------------------------------------
Mark box at right if you have noted an address change or [ ]
comments on the reverse side of this card.
CONTROL NUMBER:
RECORD DATE SHARES:
---------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------
- ---Stockholder sign here-----------------------Co-owner sign here---
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL 2.
1. Election of Directors. For All With- For All
Nominees Hold Except
Phyllis B. Davis, Dennis F. Hightower, [ ] [ ] [ ]
John F. O'Brien, Willow B. Shire
NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME(S) OF THE
NOMINEE(S). YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S).
For Against Abstain
2. Amend Article Fourth of the Company's Third [ ] [ ] [ ]
Restated Certificate of Incorporation to
increase the number of authorized shares
of the Company's Common Stock from
600,000,000 to 1,200,000,000.
- ----------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST PROPOSAL 3.
- ----------------------------------------------
For Against Abstain
3. Shareholder Proposal regarding implementation [ ] [ ] [ ]
of the MacBride Principles.
DETACH CARD DETACH CARD
THE TJX COMPANIES, INC.
Please take note of the important information enclosed with this proxy card.
Your vote counts and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return it in the enclosed postage paid
envelope.
Proxy cards must be received prior to the Annual Meeting of Stockholders,
June 8, 1999.
Thank you in advance for your prompt consideration of these matters.
