<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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)
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:
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<PAGE> 2
[TJX LOGO]
770 Cochituate Road
Framingham, Massachusetts 01701
May 1, 2000
Dear Stockholder:
We cordially invite you to attend our 2000 Annual Meeting, which will be
held Tuesday, June 6, 2000, at 11:00 a.m. at FleetBoston (formerly 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 6th.
Sincerely,
/s/ Bernard Cammarata /S/ Edmond J. English
BERNARD CAMMARATA EDMOND J. ENGLISH
Chairman of the Board President and Chief Executive Officer
Printed on Recycled Paper
<PAGE> 3
THE TJX COMPANIES, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 6, 2000
------------------------
The Annual Meeting of Stockholders of The TJX Companies, Inc. (the
"Company") will be held at FleetBoston (formerly BankBoston), 100 Federal
Street, Boston, Massachusetts, on Tuesday, June 6, 2000, at 11:00 a.m. for the
following purposes:
1. To elect four Class III directors to serve until the 2003 Annual
Meeting of Stockholders.
2. To consider and act upon a shareholder proposal described in the
accompanying Proxy Statement, if the proposal is properly presented at the
meeting.
3. 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 17, 2000 are
entitled to notice of and to vote at the meeting and any adjournments thereof.
By Order of the Board of
Directors
JAY H. MELTZER
Secretary
Framingham, Massachusetts
May 1, 2000
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 6, 2000
PROXY STATEMENT
------------------------
The Board of Directors of The TJX Companies, Inc. (the "Company") solicits
the enclosed proxy. 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; and (ii) the affirmative majority of the
votes properly cast at the meeting in person or by proxy is required for
approval of Proposal 2.
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, and against Proposal 2. 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 either of the proposals are approved under Delaware law and the by-laws
of the Company.
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 17, 2000 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 17, 2000, there were outstanding and entitled to vote
295,758,613 shares of Common Stock.
This Proxy Statement, the enclosed proxy and the Annual Report for the
Company's fiscal year ended January 29, 2000 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.
<PAGE> 5
ELECTION OF DIRECTORS
The Board of Directors has voted to fix the number of directors at eleven.
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 III directors for a term of three years expiring at the
2003 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 III directors,
and the incumbent Class I and Class II directors, are as follows:
NOMINEES AS CLASS III DIRECTORS -- TERMS EXPIRE 2003
BERNARD CAMMARATA, 60.
Director since 1989.
Chairman of the Board, Member of the Executive Committee.
Mr. Cammarata has been Chairman of the Board since June 1999 and was Chief
Executive Officer of the Company from 1989 to April 2000. Mr. Cammarata was
President of the Company from 1989 to 1999 and Chairman of the Company's T.J.
Maxx Division from 1986 to 1995 and of The Marmaxx Group from 1995 to April
2000. Mr. Cammarata was Executive Vice President of 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, 71.
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.
ROBERT F. SHAPIRO, 65.
Director since 1974.
Chairman of the Executive Compensation Committee and member of the
Committee on Directors and Corporate Governance.
Mr. Shapiro has been a Partner of Klingenstein Fields & Co., L.L.C., an
investment advisory business, since June 1997 and has been President of RFS &
Associates, Inc., an investment and consulting firm, since 1988. He was
Co-Chairman of Wertheim Schroder & Co. Incorporated, investment bankers, from
1986 to 1987, and was President of Wertheim & Co., Inc., prior thereto. Mr.
Shapiro is a director of The Burnham Fund, Inc. and Magainin Pharmaceuticals,
Inc. He is a past Chairman of the Securities Industry Association.
FLETCHER H. WILEY, 57.
Director since 1990.
Chairman of the Audit Committee and member of the Committee on Directors
and Corporate Governance.
Mr. Wiley has been a principal in, and the Executive Vice President and
General Counsel of, PRWT Services, Inc., a technology-oriented products and
services firm, since 1996 and is of counsel with the law firm, Schnader Harrison
Goldstein & Manello, the successor to the firm where he was a senior partner
from 1993 to 1996. Prior thereto Mr. Wiley was a partner at the law firm Fitch,
Wiley, Richlin & Tourse, P.C. and its predecessor firm since 1979.
2
<PAGE> 6
CLASS I DIRECTORS -- TERMS EXPIRE 2001
GARY L. CRITTENDEN, 46.
Director since April 2000.
Mr. Crittenden was named Executive Vice President and Chief Financial
Officer of American Express Company in April 2000. Mr. Crittenden was Senior
Vice President and Chief Financial Officer of Monsanto Company, a life sciences
company, from 1998 to April 2000. He had been employed by Sears Roebuck & Co. as
Executive Vice President and Chief Financial Officer, 1998; President, Hardware
Stores Division, 1996-1998; and Executive Vice President, Strategy and Business
Development, 1996. From 1994 to 1996 he was the Executive Vice President and
Chief Financial Officer of Melville Corp. Mr. Crittenden is a director of
Ryerson Tull, Inc. and Wilsons The Leather Experts Inc.
EDMOND J. ENGLISH, 47.
Director since 1999.
Member of the Executive and Finance Committees.
Mr. English became Chief Executive Officer of the Company and Chairman of
The Marmaxx Group in April 2000 and has been the Company's President since 1999.
Mr. English has been employed by the Company since 1983. He was Chief Operating
Officer from 1999 to April 2000, Senior Vice President and Group Executive from
1998-1999; Executive Vice President, Merchandising, Planning and Allocation of
The Marmaxx Group from 1997 to 1998; Senior Vice President, Merchandising from
1995 to 1997; Vice President, Senior Merchandise Manager of the T.J. Maxx
Division from 1991 to 1995; and he held various merchandising positions with the
Company from 1983 to 1991.
RICHARD G. LESSER, 65.
Director since 1995.
Mr. Lesser has been Executive Vice President of the Company since 1991, and
President of The Marmaxx Group since 1995. Mr. Lesser was Chief Operating
Officer of the Company from 1994 to 1999, 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., A.C. Moore Arts & Crafts, Inc. and Dollar
Tree Stores, Inc.
JOHN M. NELSON, 68.
Director since 1993.
Lead Director 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 the Board of the Company from 1995-1999. He 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
& Sharpe Manufacturing Company, Commerce Holdings, Inc., Eaton Vance Corporation
and Stocker & Yale, Inc.
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<PAGE> 7
CLASS II DIRECTORS -- TERMS EXPIRE 2002
DENNIS F. HIGHTOWER, 58.
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 The Gillette Company, Northwest Airlines, Inc.,
PanAmSat Corporation and Phillips-Van Heusen Corporation.
JOHN F. O'BRIEN, 57.
Director since 1996.
Member of the Executive, 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, 52.
Director since 1995.
Chairperson of the Committee on Directors and Corporate Governance and member of
the Executive Compensation Committee.
Ms. Shire has been an executive consultant with Orchard Consulting Group
since 1994. 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.
THE BOARD AND ITS COMMITTEES
The Audit Committee, which held five meetings during fiscal 2000, reviews
with management, the internal audit group and the independent auditors the
Company's financial statements including the accounting principles and
procedures applied in their preparation and any changes in accounting policies;
reviews the Company's system of internal control; oversees the internal and
external audit process; reviews matters relating to compliance with Company
policies, laws and regulations; and reviews other matters as the Board deems
appropriate. The Committee also recommends to the Board appointment of the
independent auditors and evaluates their performance.
The Executive Compensation Committee, which held three meetings during
fiscal 2000, 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 five
meetings during fiscal 2000, 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
4
<PAGE> 8
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 did not meet during fiscal 2000, 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 four meetings during fiscal 2000, 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 2000 the Board of Directors held nine 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. Effective August 1999 Mr. Nelson, Lead
Director of the Board, is paid an additional $75,000 per annum. (Prior thereto
Mr. Nelson was paid an additional $225,000 per annum for his service as Chairman
of the Board.) Mr. Nelson, who sits on all Committees, does not receive a fee
for 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. The Board established age 70 as the retirement age for
directors, with the exception of Arthur F. Loewy, for whom the retirement age is
72.
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.
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<PAGE> 9
BENEFICIAL OWNERSHIP
The following table shows as of March 31, 2000 the number of shares of the
Company's Common Stock beneficially owned by each director, nominee and each
executive officer named in the Summary Compensation Table 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........................................ 78,250(1) --
Bernard Cammarata....................................... 2,486,720(2) 0.8%
Donald G. Campbell...................................... 234,144(1) 0.1%
Gary L. Crittenden(3)................................... -- --
Edmond J. English....................................... 53,327(4) --
Dennis F. Hightower..................................... 14,000(1) --
Richard G. Lesser....................................... 198,640(1) 0.1%
Arthur F. Loewy......................................... 31,766(5) --
John M. Nelson.......................................... 30,000(1) --
John F. O'Brien......................................... 18,000(1) --
Robert F. Shapiro....................................... 60,500(6) --
Willow B. Shire......................................... 14,000(1) --
Fletcher H. Wiley....................................... 17,600(1) --
All Directors, Nominees and Executive Officers as a
group
(15 persons).......................................... 3,470,187(7) 1.2%
</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 March 31, 2000 or within sixty (60) days
thereafter through the exercise of options: Mr. Barron (50,020); Mr.
Campbell (171,680); Mr. Hightower (4,000); 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 other termination of office: Mr.
Hightower (1,778); Mr. Nelson (3,856); Mr. O'Brien (1,679); Ms. Shire
(2,014); and Mr. Wiley (4,923).
(2) Includes 42,916 shares of Common Stock owned by a foundation of which Mr.
Cammarata is sole trustee and includes 1,975,000 shares of Common Stock
which Mr. Cammarata had the right to acquire on March 31, 2000 or within
sixty (60) days thereafter through the exercise of options.
(3) Mr. Crittenden was elected a director on April 17, 2000.
(4) As adjusted pursuant to Mr. English's employment agreement. Also includes
36,660 shares of Common Stock which Mr. English had the right to acquire on
March 31, 2000 or within sixty (60) days thereafter through the exercise of
options.
(5) Excludes 3,304 shares owned by Mr. Loewy's wife, of which Mr. Loewy
disclaims beneficial ownership.
(6) 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 6,000 shares of
Common Stock which Mr. Shapiro had the right to acquire on March 31, 2000 or
within sixty (60) days thereafter through the exercise of options. Excludes
5,169 vested deferred shares payable to Mr. Shapiro upon retirement or other
termination of office.
(7) Includes 2,557,360 shares of Common Stock which such persons had the right
to acquire on March 31, 2000 or within sixty (60) days thereafter through
the exercise of options. Excludes 2,100 shares owned by an executive
officer's family members, of which such executive officer disclaims
beneficial ownership.
6
<PAGE> 10
As of March 31, 2000, 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................................................. 25,837,602(1) 8.7%
Edward C. Johnson 3d Common Stock
Abigail P. Johnson
82 Devonshire Street
Boston, MA 02109
Putnam Investments, Inc.................................. 33,535,097(2) 11.3%
One Post Office Square Common Stock
Boston, MA 02109
</TABLE>
- ---------------
(1) Information is as of December 31, 1999 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 874,192 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 December 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
5,055,073 shares, and (c) shared dispositive power with respect to all of
the shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
As required by the Securities Exchange Act of 1934, as amended, the Company
notes that due to the Company's inadvertent error Messrs. Shapiro and Hightower
did not file timely Form 4's with respect to exercises of stock options during
fiscal 2000.
PROPOSAL 2
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, Inc. operates a wholly-owned subsidiary in
Northern Ireland.
WHEREAS, the on-going peace process in Northern Ireland encourages us to
search for means for establishing justice and equality;
WHEREAS, employment discrimination in Northern Ireland has been cited by
the International Commission of Jurists as one of the major causes of sectarian
strife in that country;
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<PAGE> 11
WHEREAS, Dr. Sean MacBride, founder of Amnesty International and Nobel
Peace Laureate, has proposed several equal opportunity employment principles to
serve as guidelines for corporations in Northern Ireland. These include:
1. Increasing the representation of individuals from underrepresented
religious groups in the workforce, including managerial,
supervisory, administrative, clerical and technical jobs.
2. Adequate security for the protection of minority employees both at
the workplace and while traveling to and from work.
3. The banning of provocative religious or political emblems from the
workplace.
4. All job openings should be publicly advertised and special
recruitment efforts should be made to attract applicants from
under-represented religious groups.
5. Layoff, recall, and termination procedures should not, in practice
favor particular religious groupings.
6. The abolition of job reservations, apprenticeship restrictions and
differential employment criteria, which discriminate on the basis of
religion or ethnic origin.
7. The development of training programs that will prepare substantial
numbers of current minority employees for skilled jobs, including
the expansion of existing programs and the creation of new programs
to train, upgrade, and improve the skills of minority employees.
8. The establishment of procedures to assess, identify and actively
recruit minority employees with potential for further advancement.
9. The appointment of a senior management staff member to oversee the
company's affirmative action efforts and the setting up of
timetables to carry out affirmative action principles.
RESOLVED, Shareholders request the Board of Directors to:
1. Make all possible lawful efforts to implement and/or increase
activity on each of the nine MacBride Principles.
SUPPORTING STATEMENT
We believe that our company benefits by hiring from the widest available
talent pool. An employee's ability to do the job should be the primary
consideration in hiring and promotion decisions.
Implementation of the MacBride Principles by TJX Companies, Inc. will
demonstrate its concern for human rights and equality of opportunity in its
international operations.
Please vote your proxy FOR these concerns."
STATEMENT OF THE BOARD OF DIRECTORS AND MANAGEMENT
IN OPPOSITION TO PROPOSAL NO. 2
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 (with a
second retail store scheduled to open in May 2000) 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 legislation, as amended and updated by the Fair
Employment and Treatment (Northern Ireland) Order 1998. 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 Equality Commission for Northern
Ireland
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<PAGE> 12
(formerly the Fair Employment Commission). To the knowledge of TJX the
appropriate governmental agencies in Northern Ireland have not 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 equality legislation 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 legislation and its
cooperation with the Equality Commission.
A substantially similar proposal was submitted at the 1999 Annual Meeting
of Stockholders. Your Board of Directors opposed last year's proposal, which was
soundly defeated, and, having again considered the actions suggested by the
proposal, has not changed its position. 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.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Your Board of Directors recommends a vote AGAINST approval of Stockholder
Proposal No. 2. Unless you provide other instructions in your proxy, the shares
represented thereby will be voted against Proposal 2.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Executive Compensation Committee of the Board of Directors, or ECC,
administers our executive compensation program. Each member of the ECC is a
non-employee director. The ECC is responsible for establishing salaries and
administering the incentive programs for our Chief Executive Officer, other
executive officers, key associates and managers.
Compensation Philosophy
We have designed our compensation program based on the philosophy that all
of our associates are important to our success, with our executive officers and
senior executives setting the direction of our business and having overall
responsibility for our results. Like other retailers, we operate in a highly
competitive and difficult economic environment. Accordingly, we have structured
our compensation to accomplish several goals:
- attract and retain very talented individuals;
- reward creativity in maximizing business opportunities; and
- enhance shareholder value by achieving our short-term and long-term
business objectives.
9
<PAGE> 13
The ECC implements this compensation philosophy for its executives by
providing:
- base salaries that are competitive with salaries paid by other
retailers;
- short-term incentive programs tied to defined financial measures that
its executives can influence; and
- longer term incentives to encourage strategic planning and execution.
The ECC uses the services of outside compensation consultants to ensure
that the Company's total compensation program is competitive with those offered
by our major competitors and other predominantly retail companies. Base salary
and annual bonus targets are set at approximately the median level of salary and
bonus of peer companies. In addition, the outside compensation consultants
review the total compensation offered by these peer companies and use this
information to assist the ECC with establishing a competitive long-term
compensation strategy tied to our income goal performance.
Base Salary
In addition to the peer data discussed above, individual performance is
considered when approving base salaries for executive officers. The ECC bases
its evaluation on the achievement of corporate or divisional operating goals and
subjective criteria, as well as the Chief Executive Officer's evaluation of the
other executive officers. No specific weight is assigned to any particular
factor. Mr. Cammarata, Mr. Lesser, Mr. Campbell and Mr. English each have
multi-year employment agreements negotiated on an arm's-length basis with the
Board of Directors. Mr. Cammarata's base salary under his employment agreement
for fiscal 2000 was $1,200,000, some of which was deferred.
Short-Term Incentives
The Company's Management Incentive Plan encourages key associates and
managers, including executive officers, to achieve annual performance goals tied
to pre-tax income. Early in each fiscal year, the ECC sets these goals. The ECC
also approves bonus targets for participants in the program, including
executives, based on their responsibilities. If the Company's performance
exceeds the annual goals, participants can earn up to two times their bonus
based on performance above goals. If performance does not meet the annual
performance goals, the participants will either not receive any bonus payments
or will receive reduced payments, based on the percentage of the performance
goals achieved. For fiscal 2000, the ECC set Mr. Cammarata's bonus target at 75%
of his salary. Our performance in fiscal 2000 exceeded the performance goals. As
a result, Mr. Cammarata's bonus payment was 129% of his target goal performance.
Long-Term Incentives
The long-term compensation program for senior management includes
performance awards granted under the Long Range Performance Incentive Plan and
stock options granted under the 1986 Stock Incentive Plan.
Long Range Performance Incentive Plan
The Long Range Performance Incentive Plan is designed to:
- reward executives for achieving long-term financial performance goals
over a three-year period;
- provide retention incentives for executives; and
- tie a significant portion of an executive's total compensation to the
Company's long-term performance.
Under the plan, performance awards are paid to participants, including
executive officers, if Company-wide or divisional three-year pre-tax income
targets set by the ECC are met. If financial targets are not met, the Company
either does not pay any performance award or pays a reduced performance award,
based on the percentage of the performance targets realized. The maximum
performance awards are up to 150% of the
10
<PAGE> 14
target performance awards for performance exceeding target goals. Based on
performance for the fiscal 1998-2000 period, Mr. Cammarata earned a performance
award that was 143% of his target award.
Option Grants
Stock options for our executive officers and key associates are part of our
long-term incentive program and link the enhancement of shareholder value
directly to their total compensation. The ECC determines the number of stock
options granted based upon several factors:
- level of responsibility;
- expected contribution towards the Company's performance; and
- total compensation strategy for mix of base salary, short-term
incentives and long-term incentives.
The ECC granted all stock options in fiscal 2000 under our 1986 Stock
Incentive Plan. The exercise price of each stock option was equal to the fair
market value of our common stock on the date the option was granted, and the
term of each stock option was ten years. The stock options provide value to the
executive officers and key associates only when and to the extent that the fair
market value of our common stock appreciates over the fair market value on the
date the stock option was granted.
Section 162(m) of the Internal Revenue Code of 1986
In 1997, our shareholders approved material terms of our Management
Incentive Plan, Long Range Performance Incentive Plan and 1986 Stock Incentive
Plan, enabling awards to executive officers under those plans to qualify 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
11
<PAGE> 15
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 29, 2000, January 30, 1999 and
January 31, 1998. 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 (2) SALARY BONUS(3) (4) ($)(5) OPTIONS PAYOUTS (8)
------------------ ------ ---------- ---------- ------------ ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bernard Cammarata(1) 2000 $1,200,000 $1,163,070 $ 7,294 -- 225,000 $1,197,000 $ 267,718
Chairman and Chief 1999 $1,200,000 $2,174,181 $36,617 -- 225,000 $ 0 $1,528,269
Executive Officer 1998 $1,223,077 $1,110,236 $57,360 -- 1,700,000(6) $3,484,613(7) $9,940,884
Richard G. Lesser 2000 $ 967,308 $ 750,031 $ 7,499 -- 125,000 $ 705,375 $ 5,316
Executive Vice
President, 1999 $ 900,000 $1,304,508 $ 7,294 -- 0 $ 660,000 $ 5,716
President of The Marmaxx 1998 $ 882,693 $ 667,713 $ 7,294 $1,206,250 500,000 $ 517,125 $ 5,716
Group
Edmond J. English(1) 2000 $ 540,385 $ 340,099 $ 5,529 $ 487,510 100,000 $ 60,000 $ 5,316
President and Chief 1999 $ 333,654 $ 254,685 $ 5,216 -- 40,000 $ 50,000 $ 5,716
Operating Officer
Donald G. Campbell 2000 $ 618,558 $ 359,713 $ 5,617 -- 90,000 $ 399,000 $ 5,316
Executive Vice
President- 1999 $ 583,558 $ 688,491 $ 5,059 -- 75,000 $ 393,750 $ 5,716
Finance and Chief 1998 $ 558,654 $ 359,205 $ 5,059 -- 100,000 $ 273,338 $ 5,716
Financial Officer
Arnold S. Barron(1) 2000 $ 400,481 $ 207,017 $ 5,059 $ 731,250 50,000 $ 156,750 $ 5,317
Senior Vice President 1999 $ 336,923 $ 257,180 $ 5,059 -- 40,000 $ 150,000 $ 5,716
Group Executive
</TABLE>
- ---------------
(1) As of April 17, 2000, Mr. Cammarata is Chairman of the Board and Mr. English
is President and Chief Executive Officer. As of January 31, 2000, Mr. Barron
is Executive Vice President, Chief Operating Officer, The Marmaxx Group.
(2) Fiscal 1998 was a 53-week year.
(3) 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.
(4) Other Annual Compensation with respect to Messrs. Lesser, English, Campbell
and Barron, and for fiscal 2000, 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.
(5) Mr. Lesser's award vests in February 2001; Mr. English's award vests in
September 2000; and Mr. Barron's award vests over three years, with
one-third vesting on each of the anniversary dates of the grant.
(6) Pursuant to Mr. Cammarata's employment agreement, in fiscal 1998 he received
1,000,000 options, an additional make-up award of 400,000 options, and a
fiscal year option grant of 300,000 shares.
(7) In addition to Mr. Cammarata's payout under LRPIP for the fiscal 1996-1998
award period of $879,113, Mr. Cammarata vested in fiscal 1998 in 150,000
deferred shares valued at $2,605,500, based on Company performance.
(8) All Other Compensation for Mr. Cammarata for fiscal 2000 includes a $262,402
contract payment based on option share value. Such compensation for fiscal
1999 includes a $1,260,000 deferred cash replacement award 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
12
<PAGE> 16
shares of Company Common Stock. The Company's obligation under this grant
increased by $5,625,000 in fiscal 1998, $6,315,625 in fiscal 1999 and
$1,121,875 in fiscal 2000 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 deferred 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 1999, 1998, and 1997 Company
contributions to the Company's General Savings/Profit Sharing Plan of
$2,800, $3,200 and $2,065, respectively to the account of Mr. Cammarata and
$2,800, $3,200 and $3,200, respectively, to the accounts of each of Messrs.
Lesser and Campbell and $2,800 and $3,200, respectively, for calendar 1999
and 1998 to the accounts of Messrs. English and Barron, and Company paid
amounts with respect to executive life insurance in the amount of $2,516
for each of fiscal 2000, 1999 and 1998, for each of Messrs. Cammarata,
Lesser and Campbell and $2,516 for each of fiscal 2000 and 1999 for each of
Messrs. English and Barron.
OPTION GRANTS IN FISCAL 2000
The following table reports stock option grants awarded between January 31,
1999 and January 29, 2000 to the following executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS EXERCISE OR
UNDERLYING GRANTED TO BASE PRICE
OPTIONS EMPLOYEES IN (PER EXPIRATION
NAME GRANTED(1) FISCAL YEAR SHARE)(1) DATE
---- ------------- ---------------- -------------- ----------
<S> <C> <C> <C> <C>
Bernard Cammarata............. 225,000 7.2% $29.2500 09/08/09
Richard G. Lesser............. 125,000 4.0% $29.2500 09/08/09
Edmond J. English............. 100,000 3.2% $29.2500 09/08/09
Donald G. Campbell............ 90,000 2.9% $29.2500 09/08/09
Arnold S. Barron.............. 50,000 1.6% $29.2500 09/08/09
- ----------------------------------------------------------------------------------------------
All Optionees(3) 3,135,875 100.0% $29.2500 09/08/09
All Shareholders(4)........... 299,979,363
Optionee Gains as % of All
Shareholders Gain...........
<CAPTION>
POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE APPRECIATION
FOR OPTION TERM(2)
-----------------------------------------
NAME 0% 5% 10%
---- ---- --------------- ----------------
<S> <C> <C> <C>
Bernard Cammarata............. $ 0 $ 4,138,920 $ 10,488,825
Richard G. Lesser............. $ 0 $ 2,299,400 $ 5,827,125
Edmond J. English............. $ 0 $ 1,839,520 $ 4,661,700
Donald G. Campbell............ $ 0 $ 1,655,568 $ 4,195,530
Arnold S. Barron.............. $ 0 $ 919,760 $ 2,330,850
- ------------------------------------------------------------------------------------------
All Optionees(3) $ 0 $ 57,685,048 $ 146,185,085
All Shareholders(4)........... $ 0 $5,518,180,378 $13,984,137,965
Optionee Gains as % of All
Shareholders Gain........... 1.0% 1.0%
</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 2000 ($29.25) 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 29, 2000
of 299,979,363 but does not reflect dividends which may be received during
the period shown.
13
<PAGE> 17
AGGREGATED OPTION EXERCISES IN FISCAL 2000
AND FISCAL 2000 YEAR-END OPTION VALUES
The following table provides information on option exercises in fiscal 2000
by executive officers and the value of such officers' unexercised options as of
January 29, 2000.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT FISCAL YEAR-END VALUE OF UNEXERCISED
SHARES -------------------------------- IN-THE-MONEY OPTIONS
ACQUIRED AT FISCAL YEAR-END(1)
ON EXERCISE VALUE EXERCISABLE UNEXERCISABLE ---------------------------
NAME (# OF SHARES) REALIZED (# OF SHARES) (# OF SHARES) EXERCISABLE UNEXERCISABLE
---- -------------- ---------- --------------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bernard Cammarata........ 200,000 $6,032,240 1,941,720 808,280 $12,635,290 $2,059,070
Richard G. Lesser........ 106,940 $2,685,912 98,640 625,000 $ 749,043 $2,125,000
Edmond J. English........ 6,680 $ 163,516 36,660 143,300 $ 81,175 $ 30,679
Donald G. Campbell....... 60,000 $1,691,872 171,680 173,320 $ 730,434 $ 61,432
Arnold S. Barron......... 0 $ 0 50,020 93,300 $ 182,627 $ 30,679
</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 29, 2000, the last
day of the fiscal year, less the exercise price of the options.
LONG-TERM INCENTIVE PLAN-PERFORMANCE AWARDS IN FISCAL 2000
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 2000(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................................... 2000-2002 $ 0 $840,000 $1,260,000
Richard G. Lesser................................... 2000-2002 $ 0 $550,000 $ 825,000
Edmond J. English................................... 2000-2002 $ 0 $225,000 $ 337,500
Donald G. Campbell.................................. 2000-2002 $ 0 $315,000 $ 472,500
Arnold S. Barron.................................... 2000-2002 $ 0 $200,000 $ 300,000
</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 29, 2000. The graph assumes that $100 was invested on
January 28, 1995 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.
<TABLE>
<CAPTION>
TJX S&P 500 DJ ARI
--- ------- ------
<S> <C> <C> <C>
Base Year 100.00 100.00 100.00
1996 148.47 138.66 111.31
1997 327.37 175.19 137.32
1998 541.44 222.33 242.02
1999 949.96 294.56 415.37
2000 526.81 325.04 375.89
</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 29, 2000, the years of service for the following executive
officers under SERP are as follows: Mr. Lesser, 25 years; Mr. Campbell, 26
years; Mr. English, 17 years; and Mr. Barron, 20 years. In fiscal 2000 Mr.
Cammarata agreed with the Company to waive all his rights to participate in
the Company's Supplemental Executive Retirement Plan. In connection with
that waiver, the Company agreed to pay premiums under an insurance policy on
Mr. Cammarata's life, with a right to reimbursement of its total premium
payments after fifteen years or upon Mr. Cammarata's death if earlier. The
after-tax cost to the Company of the insurance arrangement has been
estimated to be substantially equivalent on a present value basis to its
after-tax savings attributable to Mr. Cammarata's waiver of his SERP rights.
In fiscal 2000 the Company's reimbursable annual premium under the policy
was $1,864,976.
EMPLOYMENT AGREEMENTS
Mr. Cammarata has entered into a new employment agreement with the Company,
effective April 17, 2000, under which he is to serve as Chairman of the Board
until the date of the annual stockholder meeting in 2003. Mr. Cammarata has
agreed to a three-year non-competition period following voluntary termination of
employment. Mr. Cammarata's annual base salary under the new agreement will be
$400,000 per year. During his employment under the new agreement, Mr. Cammarata
will be eligible for the benefits generally available to executives other than
MIP, LRPIP, employer credits under the Company's Executive Savings Plan, and
awards under the 1986 Stock Incentive Plan. Awards previously granted to Mr.
Cammarata under these programs will continue in accordance with their terms. If
the employment period ends prior to the end of its 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, Mr. Cammarata
would receive base salary and certain benefits for the balance of the contract
period or for twelve months if longer, with any salary continuation after twelve
months subject to reduction for other earnings. He would also be entitled to a
prorated payment of outstanding LRPIP awards, if any. If Mr. Cammarata is not
offered service in a capacity
16
<PAGE> 20
agreeable to him and on mutually satisfactory terms following the expiration of
the term of the agreement, he would be entitled to continuation of base salary
and certain benefits until the date of the annual stockholder meeting in 2004.
In the event of a change of control, as defined, Mr. Cammarata would be entitled
to receive his maximum LRPIP award under any award cycles not yet completed and
would no longer be subject to non-competition undertakings. In the event of a
change of control followed by termination of employment resulting from a change
of control termination, as defined, in lieu of the severance benefits described
above, Mr. Cammarata would be entitled to a payment equal to two times salary.
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. These payments would be made 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
Mr. Cammarata's after-tax benefits. The Company would also be obligated to pay
all legal fees and expenses reasonably incurred by Mr. Cammarata in seeking
enforcement of contractual rights following a change of control.
Mr. English has also entered into an employment agreement with the Company,
effective April 17, 2000, under which he is to serve as President and Chief
Executive Officer of the Company until the annual stockholder meeting in 2003.
Mr. English has agreed to a two-year non-competition period following voluntary
termination of employment. Under his agreement, Mr. English will receive a base
salary of not less than $800,000 and will be entitled to annual awards under MIP
and LRPIP as well as participation in stock option grants at a level of not less
than 100,000 options annually. In lieu of a portion of a previous award of
restricted stock, the agreement also provides that if certain performance goals
are met for the Company's 2001 fiscal year, Mr. English will be awarded 125,000
shares of stock in early calendar 2001, of which 25,000 would be immediately
vested on the date of grant and the remaining 100,000 would be restricted with
vesting in one-third annual installments beginning in September 2001, subject to
acceleration of the last installment if Mr. English's contract is not renewed.
Under the agreement, Mr. English is fully vested in his accrued SERP benefit and
will be entitled to participate in other executive benefit programs. If the
employment period ends prior to the end of its term by reason of death,
disability, incapacity, or termination by the Company other than for cause, or
is terminated by Mr. English following certain Company actions, Mr. English
would receive base salary and certain benefits for the balance of the contract
period or for twelve months if longer, with any salary continuation after twelve
months subject to reduction for other earnings. He would also be entitled to a
prorated payment of outstanding MIP and LRPIP awards. If Mr. English is not
offered service in a capacity agreeable to him and on mutually satisfactory
terms following the expiration of the term of the agreement, he would be
entitled to continuation of base salary and certain benefits for one year. In
the event of a change of control, as defined, Mr. English would be entitled to
receive his maximum LRPIP award under any award cycles not yet completed, plus
his target award and a prorated award for MIP for the year of the change of
control. Also, Mr. English would no longer be subject to non-competition
undertakings. In the event of a change of control followed by termination of
employment resulting from a change of control termination, as defined, in lieu
of the severance benefits described above, Mr. English would be entitled to a
payment equal to two times salary plus the present value of SERP benefits. For
up to two years following termination the Company would also be obligated to
provide continued health and other insurance and disability benefits and the use
of an automobile. These payments would be made 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
Mr. English's after-tax benefits. The Company would also be obligated to pay all
legal fees and expenses reasonably incurred by Mr. English in seeking
enforcement of contractual rights following a change of control.
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 $1,000,000 and $630,000, 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 50% of his base salary as a target award or up to 100% 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
17
<PAGE> 21
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, in lieu of the severance benefits described above, Mr.
Lesser and Mr. Campbell would be entitled to receive a payment equal to two
times base salary plus the present value of SERP benefits. 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 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 individual's after-tax
benefits. The Company would also be obligated to pay all legal fees and expenses
reasonably incurred by Mr. Lesser or Mr. Campbell 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.
To the extent not already irrevocable, the trusts would become irrevocable upon
a change of control, as defined, of the Company. The Company may make
contributions to the trusts from time to time, and additional funding could be
required upon a change of control. To the extent funded, the trusts are to be
used, subject to their terms and to the claims of the Company's general
creditors in specified circumstances, to make payments under the terms of the
benefit plans, employment agreements and other employment arrangements from time
to time specified by 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 27, 2001. 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 2001 Annual
Meeting of Stockholders must be received by the Company no later than January 1,
2001 in order to be considered for inclusion in the Company's proxy materials
for that meeting.
18
<PAGE> 22
Stockholders who intend to present a proposal at the 2001 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 8, 2001. 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 9-11 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.
19
<PAGE> 23
THE TJX COMPANIES, INC.
ANNUAL MEETING OF STOCKHOLDERS - JUNE 6, 2000
The undersigned hereby appoints DONALD G. CAMPBELL, EDMOND J. ENGLISH AND JAY
H. MELTZER, and each of them, as attorneys and proxies, with full power of
substitution, to represent and to vote at the Annual Meeting of Stockholders of
The TJX Companies, Inc. (the "Company") to be held at FleetBoston (formerly
BankBoston), 100 Federal Street, Boston, Massachusetts, on Tuesday, June 6,
2000 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 AND AGAINST PROPOSAL 2. 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 AND
AGAINST PROPOSAL 2.
- --------------------------------------------------------------------------------
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 THE EXAMPLE
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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:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS.
1. Election of Directors.
For All For All
Nominees Withhold Except
(01) BERNARD CAMMARATA [ ] [ ] [ ]
(02) ARTHUR F. LOEWY
(03) ROBERT F. SHAPIRO
(04) FLETCHER H. WILEY
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 NAMES(S) OF THE NOMINEES(S).
YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEES(S).
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 2.
- --------------------------------------------------------------------------------
For Against Abstain
2. Shareholder Proposal regarding implementation [ ] [ ] [ ]
of the MacBride Principles.
Please be sure to sign and date this Proxy. Date _________________
Stockholder sign here _____________________ Co-owner sign here _________________
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 6, 2000.
Thank you in advance for your prompt consideration of these matters.
