UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

Check the appropriate box:

The TJX Companies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

770 Cochituate Road

Framingham, Massachusetts 01701

April 26, 2018

Dear Fellow Shareholder:

We cordially invite you to attend our 2018 Annual Meeting on Tuesday, June 5, 2018, at 9:00 a.m. (local time), to be held at the Hilton Garden Inn Montreal Centre-Ville, 380 Sherbrooke St. West, Montreal, Quebec, H3A 0B1, Canada.

The proxy statement accompanying this letter describes the business we will consider at the meeting. Please read the proxy statement and vote your shares. Your vote is important regardless of the number of shares you own. Instructions for online and telephone voting are attached to your proxy card. If you prefer, you can vote by mail by completing and signing your proxy card and returning it in the enclosed pre-paid return envelope.

We hope that you will be able to join us on June 5th. Thank you for your support of TJX.

Sincerely,

NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS

June 5, 2018

The 2018 Annual Meeting of Shareholders of The TJX Companies, Inc. will be held at the Hilton Garden Inn Montreal Centre-Ville, 380 Sherbrooke St. West, Montreal, Quebec, H3A 0B1, Canada, on Tuesday, June 5, 2018, at 9:00 a.m. (local time) to vote on:

Shareholders of record at the close of business on April 9, 2018 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements of that meeting.

To attend the Annual Meeting, you must show that you were a TJX shareholder at the close of business on April 9, 2018 or hold a valid proxy for the Annual Meeting from such a shareholder. If you are not a shareholder of record but hold shares through a bank, broker, or other third party, you will need to bring proof of your beneficial ownership as of April 9, 2018, such as a brokerage account statement showing your ownership on that date or similar evidence of ownership. All shareholders will need to check in upon arrival and receive attendee badges for security purposes. Please allow additional time for these procedures.

By Order of the Board of Directors,

Alicia C. Kelly

Secretary

Framingham, Massachusetts

April 26, 2018

YOUR VOTE IS IMPORTANT. PLEASE VOTE ONE OF THE FOLLOWING WAYS:

TABLE OF CONTENTS

2018 Proxy Statement    i

PROXY OVERVIEW

FISCAL 2018 BUSINESS REVIEW

During fiscal 2018, The TJX Companies, Inc. (TJX, the company, or we) solidly executed our business plan and growth strategies, increasing comparable store sales, driven by customer traffic, and growing our store base globally while maintaining focus on driving profitable sales, reinvesting in the business, managing expenses, and returning value to shareholders. At the beginning of fiscal 2019, we announced plans to continue our growth and reinvestment initiatives, including driving comparable store sales and customer traffic gains, increasing our long-term store growth potential for some of our chains, and, in light of U.S. tax law changes, planning a more substantial share buyback program and increase in our quarterly dividends and additional investments in our Associates and our communities. Fiscal 2018 was a 53-week year; fiscal 2017 was a 52-week year.

FISCAL 2018 SHAREHOLDER OUTREACH AND GOVERNANCE HIGHLIGHTS

Compensation Program Outreach. During fiscal 2018, in response to our most recent say-on-pay vote, the Executive Compensation Committee of our Board led an extensive outreach initiative focused on our executive compensation program to better understand the concerns and perspectives of our broad shareholder base. The resulting changes we made to our fiscal 2019 executive compensation program are presented in our Compensation Discussion & Analysis section (CD&A) along with the discussion of our fiscal 2018 program and results.

Governance Update: Proxy Access. In February 2018, we amended our by-laws to implement proxy access to provide that one or more shareholders (up to 20, collectively), owning at least 3% of TJX’s outstanding common stock continuously for at least three years, may nominate for election to the Board and include in TJX’s proxy materials up to the greater of two individuals or 20% of the Board, subject to the provisions in our by-laws. We also continued to discuss and engage on issues of interest to our shareholders throughout the year.

2018 Proxy Statement    1

VOTING ITEMS FOR 2018 ANNUAL MEETING OF SHAREHOLDERS

The Board of Directors of The TJX Companies, Inc. (TJX or the company) is sending this proxy statement to you as a shareholder of TJX, to solicit your proxy for the 2018 Annual Meeting on June 5, 2018 to vote on the following items:

HOW TO VOTE YOUR SHARES

If you owned TJX common stock at the close of business on April 9, 2018, the record date for our 2018 Annual Meeting, you are entitled to vote at the meeting. Each of the 626,927,947 shares of common stock outstanding on the record date is entitled to one vote.

With proper documentation, you may also vote in person at the meeting. Please see Voting Requirements and Practices on p. 69 for more information.

This proxy statement, the proxy card, and the Annual Report to Shareholders for our fiscal year ended February 3, 2018 (fiscal 2018) are being first mailed to shareholders on or about the date of the notice of meeting, April 26, 2018.

OTHER INFORMATION

Please note below other topics included in this proxy statement that may be of interest. This list does not cover all information included in this proxy statement that you should consider. You should review the entire proxy statement carefully before voting your shares.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 5, 2018: THIS PROXY STATEMENT AND ANNUAL REPORT AND FORM 10-K FOR FISCAL 2018 ARE AVAILABLE AT HTTP://WWW.ENVISIONREPORTS.COM/TJX

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CORPORATE GOVERNANCE

Integrity has always been a core tenet of TJX. We seek to perform with the highest standards of ethical conduct and in compliance with all laws and regulations that relate to our businesses. Our core Board practices and policies are reflected in our Corporate Governance Principles and Director Code of Business Conduct and Ethics. Our Board also maintains written charters for each of our Board committees, discussed further below.

BOARD RESPONSIBILITIES

Our Board of Directors is responsible for overseeing the business and affairs of the company, and, as part of this responsibility, for regularly monitoring the effectiveness of management’s implementation of strategy, policies, and decisions. The Board, with management, also believes that the interests of our shareholders are enhanced by responsibly considering the interests of our customers, Associates, suppliers, service providers, and communities where we operate.

During the year, our Board reviews with management our strategies, including our plans to drive profitable sales and increase market share, while reinvesting in the business and managing expenses. The Board also oversees management succession planning and has oversight responsibility for our enterprise risk management, discussed below. In addition, as discussed further below, the Board considers Board succession planning and composition.

RISK OVERSIGHT

It is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to TJX. The Board has oversight responsibility for the systems established to report and monitor the most significant risks applicable to TJX. The Board administers its risk oversight role directly and through its committee structure and the committees’ regular communications with the full Board. The committees escalate risks to the full Board as they determine to be appropriate. In general terms:

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LEADERSHIP STRUCTURE

Our Board has separated the role of CEO and Chairman. Carol Meyrowitz has served as Chairman of the Board since June 2016 and as Executive Chairman since the beginning of fiscal 2017 when Ernie Herrman succeeded her as Chief Executive Officer. Ms. Meyrowitz has wide-ranging, in-depth knowledge of our business arising from her many years of service to TJX. As Executive Chairman, she has provided, and is expected to continue to provide, effective leadership to the Board as well as support for management as an active and integral member of the executive team.

As provided in our Corporate Governance Principles, because our current Chairman is not independent, our independent directors have elected an independent Lead Director, John F. O’Brien, to serve as a liaison between the independent directors, the Executive Chairman, and management. As Lead Director, Mr. O’Brien provides independence in TJX’s Board leadership through his review and approval of Board meeting agendas, his participation in management business review meetings, and his leadership of the independent directors. His role is described further below.

The Board believes that the separate roles of Chairman, Chief Executive Officer, and Lead Director are in the best interests of TJX and its shareholders.

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BOARD SERVICE AT TJX

Board Independence

As provided in our Corporate Governance Principles, at least two-thirds of the members of our Board should be independent directors. An independent director is one who the Board has affirmatively determined has no material relationship with TJX (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the company). To assist it in making its independence determination, the Board has adopted categorical independence standards in our Corporate Governance Principles that are based on the independence standards required by the New York Stock Exchange (NYSE) for its listed companies. As part of the Board’s annual review of director independence, the Board considers the Corporate Governance Committee’s independence assessment and recommendation and reviews any transactions and relationships between each director or any member of his or her immediate family and TJX, in accordance with our Corporate Governance Principles (see Transactions with Related Persons, p. 13). To the extent there were any such relationships or transactions, the Board considers whether they are inconsistent with a determination that the director is independent.

As a result of this review, our Board unanimously determined that 9 directors of our current 11-member Board are independent: Zein Abdalla, José B. Alvarez, Alan M. Bennett, David T. Ching, Michael F. Hines, Amy B. Lane, Jackwyn L. Nemerov, John F. O’Brien, and Willow B. Shire. None of these directors had any relationship with TJX that implicated our categorical standards of independence. Carol Meyrowitz, as Executive Chairman, and Ernie Herrman, as Chief Executive Officer and President, are executive officers of TJX and are therefore not independent.

Board Diversity

As a global company with approximately 249,000 Associates at our fiscal year-end, we consider diversity among our Associates, customers, vendors, and other business associates to be part of who we are and core to our culture. At the Board level and throughout our organization, we strive to promote the benefits of leveraging differences, fostering inclusion, and promoting a talented and diverse workforce. We seek to have a Board that represents diversity as to experience, gender, and ethnicity/race and that reflects a range of talents, ages, skills, viewpoints, professional experiences, and educational backgrounds to provide sound, expert, and prudent guidance on our operations, strategy, and interests.

The Corporate Governance Committee does not have a formal diversity policy that is applied when evaluating the suitability of individual Board nominees, but takes diversity, including geographic, gender, age, ethnic, and racial diversity, into account among the many factors it considers. Each individual is evaluated in the context of the Board as a whole, with the objective of recommending a group that the Committee believes can best continue the success of our business and represent shareholder interests through the exercise of sound judgment using its collective

2018 Proxy Statement    5

diversity of experience. The Committee considers whether candidates have a general understanding of disciplines relevant to the success of a large, global, and complex publicly traded company in today’s business environment; understanding of our business and industry; professional background and leadership experience; experience on the boards of other large publicly traded companies; and personal accomplishments.

We value the many kinds of diversity reflected in our Board and nominees.

Board Composition

Board Assessment

The Board believes it is important to have highly engaged directors and that the Board’s composition be aligned with the changing needs of the company for current and future business environments. We have a regular, comprehensive review process for evaluating the performance and composition of our Board. Our Corporate Governance Committee oversees the annual performance evaluation of the Board as a whole, our Chairman, our independent Lead Director, and each of our individual directors.

Currently, our process, which we review annually through the Corporate Governance Committee, includes both self-assessments and peer review of individual directors and of the Board overall, including an assessment of skills and overall effectiveness, and a consideration of the current and future needs of the Board. In addition, each of our independent committees conducts an annual self-assessment of the committee and the chair, with a process overseen by the Corporate Governance Committee.

Director Qualifications and Nominations

The Corporate Governance Committee recommends to the Board individuals to be director nominees who, in the opinion of the Committee, have high personal and professional ethics, integrity, and values; have demonstrated ability and judgment; and will be committed to collectively serving the long-term best interests of our shareholders. The Corporate Governance Committee considers a range of factors when considering individual candidates. These factors include professional experience, particularly in light of our business and current needs for the Board, independence, and geographic, gender, age, ethnic, and racial diversity (discussed above). The Committee seeks nominees who have established strong professional reputations with experience in substantive areas that are important to our business, such as:

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Finding Candidates. The Corporate Governance Committee’s process for identifying and evaluating candidates, including candidates recommended by shareholders, includes actively seeking to identify qualified individuals by various means that may include reviewing lists of possible candidates, such as chief executive officers of public companies or leaders of finance or other industries; considering recommendations from a range of sources, such as the Board of Directors, management or other Associates, shareholders, and industry contacts; and engaging a third-party search firm to expand our search and assist in compiling information about possible candidates.

The Corporate Governance Committee has a policy for shareholder recommendations of candidates for director nominees, which is available on our website. Any shareholder may submit, in writing, one candidate for consideration for each shareholder meeting at which directors are to be elected. Shareholders wishing to recommend a candidate must submit the recommendation by a date not later than the 120th calendar day before the first anniversary of the date that we released our proxy statement to shareholders in connection with the previous year’s annual meeting. Recommendations should be sent to the Secretary of TJX:

Office of the Secretary/ Legal Department

The TJX Companies, Inc.

770 Cochituate Road

Framingham, Massachusetts 01701

As described in the policy, a recommendation must provide specified information about, certifications from, and consents and agreements of, the candidate. The Corporate Governance Committee evaluates candidates for the position of director recommended by shareholders in the same manner as candidates from other sources. The Corporate Governance Committee will determine whether to interview any candidates and may seek additional information about candidates from third-party sources.

Majority Voting

Our by-laws provide for the election of directors in an uncontested election by a majority of the shares properly cast at the meeting. Our Corporate Governance Principles require any incumbent nominee for director to provide an irrevocable contingent resignation to the Secretary of TJX at least 14 days in advance of the distribution date for proxy solicitation materials for the shareholder meeting at which such director is expected to be nominated to stand for election. This resignation would be effective only if (a) the director fails to receive the requisite majority vote in an uncontested election and (b) the Board accepts the resignation. Our Corporate Governance Principles provide procedures for the consideration of this kind of resignation by the Board. Within 90 days of the date of the annual meeting of shareholders, the Board, with the recommendation of the Corporate Governance Committee, will act upon such resignation. In making its decision, the Board will consider the best interests of TJX and its shareholders and will take what it deems to be appropriate action, which may include accepting or rejecting the resignation or taking further measures to address those concerns that were the basis for the underlying shareholder vote.

Board Service Policies

Under our Corporate Governance Principles, directors who are CEOs of public companies should not serve on more than two boards of public companies besides their own, and no director should serve on more than five boards of public companies, including the TJX Board. Under our Audit Committee Charter, members of the Audit Committee should not serve on the audit committee of more than two other public companies. When a director’s principal occupation or business association changes during his or her tenure as a director, our Corporate Governance Principles provide that the director is required to tender his or her resignation from the Board, and the Corporate Governance Committee will recommend to the Board any action to be taken with respect to the resignation.

Stock Ownership Guidelines for Directors. Our Corporate Governance Principles provide that a non-employee director is expected to attain stock ownership with a fair market value equal to at least five times the annual retainer paid to the director within five years of initial election to the Board. New board members are also expected to acquire at least $10,000 of our common stock outright upon joining the Board. As described further in the CD&A, our executive officers are also subject to stock ownership guidelines. As of April 9, 2018, all of our directors and executive officers were in compliance with our ownership guidelines.

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Board Attendance. During fiscal 2018, our Board met six times. The independent directors also met separately at regularly scheduled executive sessions. It is our policy, included in our Corporate Governance Principles, that all directors standing for reelection are expected to attend the annual meeting of shareholders. All directors who stood for reelection at the 2017 Annual Meeting were in attendance.

BOARD COMMITTEES AND MEETINGS

The Board of Directors has five standing committees: Audit, Corporate Governance, Executive Compensation, Finance, and an Executive Committee, each described in more detail below. All members of the Audit, Corporate Governance, Executive Compensation, and Finance Committees are non-employee directors and meet the independence standards adopted by the Board in compliance with NYSE listing standards for that committee. The Executive Committee includes our Executive Chairman who is not independent. While each committee has specific, designated responsibilities, each committee may act on behalf of the entire Board to the extent designated by the respective charter or otherwise by the Board. The Corporate Governance Committee annually reviews and makes recommendations on the composition of our standing committees.

Our committees regularly invite other Board members to join their meetings and, as necessary, otherwise report on their activities to the entire Board. The table below provides information about membership and meetings of these committees during fiscal 2018:

Each director attended at least 75% of all meetings of the Board and committees of which he or she was then a member.

AUDIT COMMITTEE

Mr. Hines, Chairman; Mr. Alvarez; Mr. Ching; Ms. Lane

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the company’s financial statements and oversight of the financial reporting process. The Audit Committee’s responsibilities include, among other things:

8    The TJX Companies, Inc.

As part of these responsibilities, in addition to assuring the regular rotation of the lead partner of the independent auditor, as required by law, the Audit Committee, including its Chairman, is involved in the selection of, and reviews and evaluates the performance of, the independent auditor, including the lead audit partner, and further considers whether there should be regular rotation of the audit function among firms. Please see the Audit Committee charter, available on our website, tjx.com, for further details.

CORPORATE GOVERNANCE COMMITTEE

Ms. Shire, Chairman; Mr. Abdalla; Mr. Ching

The Corporate Governance Committee’s responsibilities include, among other things:

Please see the Corporate Governance Committee charter, available on our website, tjx.com, for further details.

EXECUTIVE COMPENSATION COMMITTEE

Mr. Bennett, Chairman; Mr. Alvarez; Ms. Nemerov; Ms. Shire

The ECC’s responsibilities include, among other things:

2018 Proxy Statement    9

Pursuant to its charter, the ECC may delegate its authority to a subcommittee or to such other person that the ECC determines is appropriate and is permitted by applicable law, regulations, and listing standards.

The ECC also reviews our compensation policies and practices for our Associates to determine whether they give rise to risks that are reasonably likely to have a material adverse effect on the company. See Compensation Program Risk Assessment, below.

Please see the ECC charter, available on our website, tjx.com, for further details.

FINANCE COMMITTEE

Ms. Lane, Chairman; Mr. Abdalla; Mr. Bennett; Mr. Hines

The Finance Committee is responsible for reviewing and making recommendations to the Board relating to our financial activities and condition. The Finance Committee’s responsibilities include, among other things:

Please see the Finance Committee charter, available on our website, tjx.com, for further details.

EXECUTIVE COMMITTEE

Ms. Meyrowitz, Chairman; Ms. Lane; Mr. O’Brien

The Executive Committee meets at such times as it determines to be appropriate and has the authority to act for the Board on specified matters during the intervals between meetings of the Board.

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COMPENSATION PROGRAM RISK ASSESSMENT

As part of our regular enterprise risk assessment process overseen by the Board and described above, we review the risks associated with our compensation plans and arrangements. In fiscal 2018, the ECC reviewed TJX’s Associate compensation policies and practices and determined that they do not give rise to risks that are reasonably likely to have a material adverse effect on TJX. The ECC’s assessment considered what risks could be created or encouraged by our executive and broad-based compensation plans and arrangements worldwide; how those potential risks are monitored, mitigated, and managed; and whether those potential risks are reasonably likely to have a material adverse effect on TJX.

The assessment was led by our Chief Risk and Compliance Officer, whose responsibilities include leadership of our enterprise risk management process, and included consultation with and input from, among others, executive officers, senior human resources and financial executives, the ECC’s independent compensation consultant, and internal and external legal counsel. The assessment considered, among other things, factors intended to mitigate risk at TJX, including:

The assessment also considered the balance of potential risks and rewards related to our compensation programs and the role of those programs in implementing our corporate strategy.

CODES OF CONDUCT AND ETHICS AND OTHER POLICIES

Global Code of Conduct for Associates. We have a Global Code of Conduct for our Associates that sets out our expectations that Associates conduct business with honesty and integrity and treat others with dignity and respect. Our Global Code of Conduct prohibits harassment, discrimination, and retaliation and addresses professional conduct, including employment policies, ethical business dealings, conflicts of interest, confidentiality, intellectual property rights, and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. We have a Code of Conduct helpline to allow Associates to voice their concerns. We also have procedures for Associates to report complaints regarding accounting and auditing matters, which are available on our website, tjx.com.

Code of Ethics for TJX Executives and Director Code of Business Conduct and Ethics. As noted above, we have a Director Code of Business Conduct and Ethics that is designed to promote honest and ethical conduct; compliance with applicable laws, rules, and regulations; and the avoidance of conflicts of interest for our Board members. We also have a Code of Ethics for TJX Executives governing our Executive Chairman, Chief Executive Officer and President, Chief Financial Officer, and other senior operating, financial, and legal executives. The Code of Ethics for TJX Executives is designed to ensure integrity in our financial reports and public disclosures. We intend to disclose any future amendments to, or waivers from, the Code of Ethics for TJX Executives and the Director Code of Business Conduct and Ethics, as required, within four business days of the waiver or amendment through a posting on our website or by filing a Current Report on Form 8-K with the Securities and Exchange Commission, or SEC.

ONLINE AVAILABILITY OF INFORMATION

Our Corporate Governance Principles, Global Code of Conduct, Code of Ethics for TJX Executives, Director Code of Business Conduct and Ethics, and charters for our Audit, Corporate Governance, Executive, Executive Compensation, and Finance Committees are available on our website, tjx.com, in the Investors section under Governance: Governance Documents. Information appearing on tjx.com is not a part of, and is not incorporated by reference in, this proxy statement.

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CORPORATE RESPONSIBILITY

For more than 40 years, TJX has been focused on delivering great value to our customers through the combination of brand, fashion, price, and quality. At the same time, we are committed to our corporate responsibility mission of bringing value to our many important stakeholders—our Associates, customers, communities, vendors, and shareholders.

With our long-held principles of respect, honesty, and integrity, central to our efforts, our Corporate Responsibility program has evolved over time and has reflected our ‘smart for business, good for the world’ thinking. We categorize our global corporate responsibility efforts under four strategic pillars:

We remain focused on continuously enhancing our programs and making a positive, sustainable impact on the world in which we live and conduct our business. To learn more about our evolving efforts, please visit the Responsibility section of our website at tjx.com/responsibility.

COMMUNICATING WITH OUR BOARD

We are interested in hearing from our shareholders and communicate regularly with shareholders throughout the year. Security holders and other interested parties may communicate directly with our Board, the non-management directors or the independent directors as a group, the Lead Director, or any other specified individual director or directors.

To contact us, address your correspondence to the individual or group you would like to reach and send it to us, c/o Office of the Secretary/Legal Department:

The TJX Companies, Inc.

770 Cochituate Road

Framingham, Massachusetts 01701

The Secretary will forward these communications to the relevant group or individual. Shareholders and others can communicate complaints regarding accounting, internal accounting controls, or auditing matters by writing to the

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Audit Committee, c/o Corporate Internal Audit Director, The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701.

TRANSACTIONS WITH RELATED PERSONS

Under its charter, the Corporate Governance Committee is responsible for reviewing and approving or ratifying any transaction in which, in addition to TJX, any of our directors, director nominees, executive officers (or their immediate family members), or any greater than 5% shareholders (or their immediate family members) is a participant and has a direct or indirect material interest, as provided under SEC rules. In the course of reviewing potential related person transactions, the Corporate Governance Committee considers the nature of the related person’s interest in the transaction; the presence of standard prices, rates, or charges or terms otherwise consistent with arms-length dealings with unrelated third parties; the materiality of the transaction to each party; the reasons for TJX entering into the transaction with the related person; the potential effect of the transaction on the status of a director as an independent, outside, or disinterested director or committee member; and any other factors the Corporate Governance Committee may deem relevant. Our General Counsel’s office is primarily responsible for the implementation of processes and procedures for screening potential transactions and providing information to the Corporate Governance Committee. During fiscal 2018, a sister-in-law of Mr. Sherr and a daughter of Ms. Meyrowitz were employed by TJX. They received compensation from us for fiscal 2018 and the beginning of fiscal 2019 totaling approximately $281,720 and $133,920, respectively, consistent with other Associates at their levels and responsibilities. They also participated in company benefit plans generally available to similarly situated Associates. As described below in Beneficial Ownership, The Vanguard Group, Inc. reported that it was the beneficial owner of more than 5% of TJX’s outstanding common stock. TJX expects to pay The Vanguard Group, Inc. and its affiliates approximately $1,885,420 for services primarily provided during fiscal 2018 and the first quarter of fiscal 2019 in connection with TJX’s retirement savings plans (including recordkeeping, trustee, and related services). Our Corporate Governance Committee discussed and approved or ratified these transactions, consistent with our review process described above.

AUDIT COMMITTEE REPORT

The Audit Committee operates in accordance with a written charter adopted by the Board and reviewed annually by the Committee. We are responsible for overseeing the quality and integrity of TJX’s accounting, auditing and financial reporting practices. The Audit Committee is composed solely of members who are independent, as defined by the NYSE and TJX’s Corporate Governance Principles. Further, the Board has determined that two of our members (Mr. Hines and Ms. Lane) are audit committee financial experts as defined by the rules of the SEC.

We met 12 times during fiscal 2018, including 4 meetings held with TJX’s Chief Financial Officer, Corporate Controller, Corporate Internal Audit and PricewaterhouseCoopers LLP, or PwC, TJX’s independent registered public accounting firm, prior to the public release of TJX’s quarterly and annual earnings announcements in order to discuss the financial information contained in the announcements. Management has the responsibility for the preparation of TJX’s financial statements, and PwC has the responsibility for the audit of those statements.

We took numerous actions to discharge our oversight responsibility with respect to the audit process. We reviewed and discussed the audited financial statements of TJX as of and for fiscal 2018 with management and PwC. We received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the independent accountant’s communications with the audit committee concerning independence and the potential effects of any disclosed relationships on PwC’s independence and discussed with PwC its independence. We discussed with management, the internal auditors, and PwC TJX’s internal control over financial reporting and management’s assessment of the effectiveness of internal control over financial reporting and the internal audit function’s organization, responsibilities, budget, and staffing. We reviewed with both PwC and our internal auditors their audit plans, audit scope and audit results.

We reviewed and discussed with PwC communications required by the Standards of the PCAOB (United States), as described in PCAOB Auditing Standard 1301, “Communication with Audit Committees,” and, with and without

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management present, discussed and reviewed the results of PwC’s examination of TJX’s financial statements. We also discussed the results of the internal audit examinations with and without management present.

Based on these reviews and discussions with management and PwC, we recommended to the Board that TJX’s audited financial statements be included in its Annual Report on Form 10-K for fiscal 2018 for filing with the SEC. We also have selected PwC as the independent registered public accounting firm for fiscal 2019, subject to ratification by TJX’s shareholders.

Audit Committee

Michael F. Hines, Chairman

José B. Alvarez

David T. Ching

Amy B. Lane

AUDITOR FEES

The aggregate fees that TJX was billed for professional services rendered by PwC for fiscal 2018 and fiscal 2017 were:

The Audit Committee is responsible for the audit fee negotiations associated with the company’s retention of PwC. The Audit Committee pre-approves all audit services and all permitted non-audit services by PwC, including engagement fees and terms. The Audit Committee has delegated the authority to take such action between meetings to the Audit Committee chairman, who reports the decisions made to the full Audit Committee at its next scheduled meeting.

Our policies prohibit TJX from engaging PwC to provide any services relating to bookkeeping or other services related to accounting records or financial statements, financial information system design and implementation, appraisal or valuation services, fairness opinions or contribution-in-kind reports, actuarial services, internal audit outsourcing, any management function, legal services or expert services not related to audit, broker-dealer, investment adviser, or investment banking services, or human resource consulting. In addition, the Audit Committee evaluates whether TJX’s use of PwC for permitted non-audit services is compatible with maintaining PwC’s independence. The Audit Committee concluded that PwC’s provision of non-audit services, which were approved in advance, was compatible with their independence.

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PROPOSAL 1: ELECTION OF DIRECTORS

Nominees and Their Qualifications

The individuals listed below have been nominated and are standing for election at this year’s Annual Meeting. If elected, they will hold office until our 2019 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

Our nominees have held senior executive positions in large, complex organizations, and in these positions have gained experience in core management skills and substantive areas relevant to our business. We believe that all our nominees possess the professional and personal qualifications necessary for board service. All of our nominees were previously elected to the Board by our shareholders.

Please see the Board Service at TJX section, above, for additional information about director qualifications and how we assess our nominees and think about Board composition. In addition, we have highlighted qualifications for each director in the individual biographies below.

Our Board of Directors unanimously recommends that you vote FOR the election of each of the nominees.

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BENEFICIAL OWNERSHIP

The following table shows, as of April 9, 2018, the number of shares of our common stock beneficially owned by each director/ director nominee and executive officer named in the Summary Compensation Table and all directors and executive officers as a group:

The total number of shares beneficially owned by each individual and by the group above constitutes, in each case, less than 1% of the outstanding shares of TJX. The amounts above reflect sole voting and investment power except as noted below. The shares listed in the table above include:

Shares listed do not include, if not scheduled to vest within 60 days of April 9, 2018, unvested performance-based deferred share awards, performance share unit awards, or restricted stock unit awards.

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The following table shows, as of April 9, 2018, each person known by us to be the beneficial owner of more than 5% of our outstanding common stock:

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires our directors and executive officers to file reports of holdings and transactions in our common stock with the SEC and the NYSE. To facilitate compliance, we have undertaken the responsibility to prepare and file these reports on behalf of our officers and directors. Based on our records and other information, all reports for fiscal 2018 were timely filed, other than a delay in reporting the transfer of shares held by Mr. Abdalla from direct to indirect shared ownership.

20    The TJX Companies, Inc.

COMPENSATION DISCUSSION AND ANALYSIS

Our CD&A reviews the objectives and elements of TJX’s executive compensation program, describes the related processes of our Executive Compensation Committee (ECC), and discusses the fiscal 2018 compensation for our Named Executive Officers (NEOs), listed below. It also explains the actions our ECC took in response to the shareholder feedback we received during our extensive shareholder outreach on executive compensation during fiscal 2018.

WHERE WE ARE TODAY

TJX is the leading international off-price apparel and home fashions retailer. We have a long, successful track record of strong financial performance, including 22 consecutive years of annual comparable store sale increases, and an executive team with deep experience in off-price retailing. Having a highly-engaged senior leadership team with the ability to execute our distinctive and flexible retail business model has always been critical to our business. Accordingly, our executive compensation program is designed to drive long-term profitable and sustainable growth, foster management stability, and support our leadership succession plans.

Fiscal 2018 Shareholder Outreach Initiative

We have followed a consistent approach to the design of our executive compensation program for many years. The history of our say-on-pay results before 2017 demonstrated strong shareholder support for our program over several years, with support averaging over 95% between 2011 and 2016. But in response to the lower level of support for our 2017 say-on-pay vote, the ECC led an extensive shareholder outreach initiative during fiscal 2018. This outreach focused on better understanding the concerns and perspectives of our shareholders, including those who did not support our say-on-pay vote in 2017. The ECC then made design changes to our fiscal 2019 program that respond to the shareholder feedback we received.

This executive compensation outreach initiative was in addition to our regular, ongoing shareholder engagement.

2018 Proxy Statement    21

What We Heard and How We Responded

We heard a range of different perspectives on our executive compensation program from shareholders during our fiscal 2018 outreach, all of which were considered by the ECC.

We received considerable positive feedback about the overall program and support for our management team, consistent with our strong prior say-on-pay results. Additionally, many of our larger shareholders agreed with the ECC on the importance of having a stable senior leadership team with the knowledge and expertise to execute our distinctive off-price business model successfully over the long-term.

However, we also heard some common concerns about specific aspects of our program’s design, discussed below, as well as comments cautioning us against overcomplicating our program or introducing too many changes. Based on this feedback, the ECC examined ways to improve our compensation program without compromising its strengths, including its focus on our core business goals, promoting stability, and driving performance, as well as its overall emphasis on long-term performance incentives. As a result, we made some important modifications to our program, summarized below, and updated our disclosure in several key areas.

In making these changes, the ECC focused on designing the new program in a way that reflects shareholder concerns and strengthens our ability to drive the execution of our off-price business model over the long term, support sustained growth, and continue decades of proven success in all types of business and retail environments.

22    The TJX Companies, Inc.

Fiscal 2019 Executive Compensation Program

The key components of our executive compensation program continue to be base salary, annual cash incentives, and long-term incentives, both cash and equity. The most significant portion of total target compensation for our NEOs continues to be long-term performance-based incentive compensation.

The following summarizes what’s new for fiscal 2019. The key features of our new program—including the new mix of metrics and new design for our long-term incentives—were reviewed as part of our outreach process, and shareholders generally expressed support for these overall design changes during our fiscal 2018 outreach.

NEW MIX OF PERFORMANCE METRICS

The ECC conducted an in-depth review of various possible performance metrics in light of the shareholder preferences we heard and our business strategy. After careful consideration, the ECC determined that the fiscal 2019 program for our NEOs will include the following performance metrics in our incentive plans:

2018 Proxy Statement    23

NEW LONG-TERM PERFORMANCE SHARE UNITS (PSUs)

Starting in fiscal 2019, NEOs will be eligible to receive new long-term equity award grants in the form of PSUs. PSUs will make up the largest portion of their target long-term incentives. PSUs granted in fiscal 2019 will be earned based on the achievement of challenging EPS compound annual growth rate (CAGR) goals measured at the end of a three-year performance cycle (fiscal 2019-2021). The new PSUs will also be subject to a downward ROIC modifier, which means that if the company does not achieve its ROIC goals, award payouts will be adjusted downward by 20%.

The EPS growth target goal for fiscal 2019-2021 is aligned with our long range business plan, with the target reflecting meaningful growth over the three-year period. The threshold level reflects the minimal level of growth during the three-year period required for any payout, and the maximum level is intended to be a significant stretch goal for the period. The ROIC modifier is intended to ensure that a full payout based on EPS results will be made only if we also generate meaningful returns over the three-year period.

Compared to the design of our previous performance-based stock awards (PBSAs), which were intended to serve as vehicles for stability and retention and not solely as performance incentives, the new PSU design adds more performance sensitivity and increases the overall rigor of the program. The number of PSUs eligible to vest will be reduced for performance below target, and a higher threshold level of performance is required for any of the PSUs to vest, as compared to our prior PBSAs (as illustrated below).

24    The TJX Companies, Inc.

2019 TARGET TOTAL COMPENSATION PAY MIX

Key elements of our fiscal 2019 target compensation mix for our NEOs are as follows:

The charts below show the mix of fiscal 2019 target total compensation for our CEO and our other NEOs.

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Continued Focus on Good Compensation Governance

Our compensation governance practices over the past several years, highlighted in the table below, reflect the effective oversight of the ECC:

		No change of control excise tax gross-ups
		No single-trigger severance benefits upon a change of control
		No automatic full acceleration of equity awards upon a change of control, for awards granted since September 2015
		No hedging or pledging of company stock by our executive officers
		No dividends on unearned stock awards
		No repricing or exchange of underwater stock options without shareholder approval

FOCUS ON GOAL-SETTING

Each year, the ECC sets objective business performance targets and the amounts payable at different levels of performance under each of our incentive plans. These goals are part of our strategic planning process, and are derived from our Board-approved annual and multi-year business plans. Our incentive plan targets are generally set at levels that align with the financial guidance we provide to investors. At the time the goals are established, the ECC considers a variety of qualitative and quantitative factors, including:

Historically, this process has led to year-over-year increases in our annual corporate MIP targets over the past five years, demonstrating the rigor and consistent growth in these programs over time.

As part of the goal-setting process, at the time the goals are established the ECC also establishes definitions of the applicable financial metrics (including, for example, planned exchange rates for foreign currency translation) and automatic adjustments (including, for example, for unplanned changes in accounting standards, acquisitions, or dispositions) that would apply during the performance period. The ECC uses these definitions and adjustments to better align our incentive plans with how we evaluate our business operations and trends and, in some cases, to allow certain strategic decisions to be made in the long-term interests of TJX without being influenced by incentive plan results. The effect of these items on our incentive plan results is included in the details below. The ECC has not made any discretionary increases to incentive plan payouts for our NEOs in recent years.

26    The TJX Companies, Inc.

THE DECISION MAKING PROCESS

THE ROLE OF THE EXECUTIVE COMPENSATION COMMITTEE

The ECC, a committee of our Board of Directors composed entirely of independent directors, oversees the compensation of our executive officers, including the NEOs. In determining the overall level of executive compensation and establishing the design and mix of specific elements, the ECC follows a thoughtful and deliberate process and considers various quantitative and qualitative factors, such as:

The ECC approaches executive compensation as part of the overall strategic framework for total rewards at TJX. This framework applies to all TJX associates and reflects our global total rewards principles, which include sharing in the success of the company, encouraging teamwork and collaboration across a diverse workforce, and being fair and equitable.

The ECC consults with and reviews data from an independent compensation consultant, discussed further below, to assess the overall competitiveness of our NEOs’ compensation and our executive compensation program and to determine the appropriate levels and the mix of individual compensation components.

In addition to any special actions the ECC may take throughout the year in connection with its other charter responsibilities, the ECC typically reviews and approves elements of our NEOs’ compensation using the following general process:

THE ROLE OF EXECUTIVES

Our executive officers play a limited role in determining executive compensation. The ECC invites our executive officers to attend portions of its meetings, and they participate in our strategic planning process, discuss business and organizational strategies with the Board, and recommend to the Board, for its review and approval, the annual and multi-year plans for TJX and our divisions. These Board-approved plans form the basis for the performance targets of our short- and long-term incentive plans, and those targets are approved by the ECC. The ECC also receives individual performance evaluations, based in part on executive self-assessments, of our CEO and Executive Chairman from the Corporate Governance Committee (which does not make executive compensation recommendations). For each of our other NEOs, the CEO makes compensation recommendations to the ECC based in part on the individual annual performance evaluations of these executives. These evaluations from the Corporate Governance Committee and the CEO take into account the NEO’s individual responsibilities, performance, and

2018 Proxy Statement    27

support of TJX’s cultural values. The ECC considers these executives’ performance evaluations and the CEO’s recommendations, among other factors, in establishing compensation for our NEOs.

THE ROLE OF COMPENSATION CONSULTANTS

The ECC engaged Pearl Meyer & Partners, LLC (Pearl Meyer) to serve as the independent compensation consultant to the ECC for fiscal 2018. Pearl Meyer attended all of the ECC’s meetings during the fiscal year and was available to the ECC on an ongoing basis throughout the year. Pearl Meyer provided industry, peer, and market data and advised the ECC on a variety of matters, including the design and competitive positioning of key compensation elements (base salary, annual bonus, and long-term cash and equity incentives) for our NEOs and other senior management; short-term and long-term relationships between NEO pay and corporate performance relative to our peers; the establishment and evaluation of a compensation peer group; the design and competitive positioning of our new compensation program for fiscal 2019; employment agreement terms; aggregate equity program usage; and updates on practices, trends, and regulatory developments as well as on other pay-related matters. The ECC used this information and advice from Pearl Meyer as a reference in making its executive compensation decisions and determinations about the design, overall level and mix of compensation, plan metrics, goals and formulas, and individual compensation components, including benefits and perquisites.

Pearl Meyer did not perform any services for TJX other than work for or requested by the ECC and for the Corporate Governance Committee on director compensation. Pearl Meyer reported directly to the ECC, which determined the scope of Pearl Meyer’s engagement and its fees.

The ECC regularly reviews the services provided to the ECC by outside consultants. During fiscal 2018, the ECC reviewed its existing relationship with Pearl Meyer, including potential conflicts of interest, and determined that Pearl Meyer’s work for the ECC did not raise any conflicts of interest and that Pearl Meyer continued to be an independent advisor to the ECC.

THE ROLE OF OUR PEER GROUP

The ECC uses data from a peer group to inform its compensation decision-making for our NEOs. The ECC annually assesses the composition of this peer group. During fiscal 2017, the ECC considered what would be an appropriate peer group to evaluate fiscal 2018 compensation practices and pay levels. After consultation with Pearl Meyer, the ECC determined that the following group of 16 large, publicly traded consumer-oriented companies listed below would be appropriate to use for fiscal 2018.

FY 18 Peer Companies

FY 18 Peer Company Comparison

28    The TJX Companies, Inc.

The ECC established the fiscal 2018 peer group after taking into account TJX’s growth and continued global focus, coupled with challenges facing smaller peers in the domestic retail industry. Criteria used in constructing the peer group included:

Compared to our fiscal 2017 peer group, the fiscal 2018 peer group removed five companies that in the judgment of the ECC no longer fit our size and business focus criteria: Amazon.com, Inc.; Bed Bath & Beyond Inc.; eBay, Inc.; Staples, Inc.; and YUM! Brands, Inc. The ECC also added three companies that it determined are more comparable in size, scale, and global focus: McDonald’s Corporation; PepsiCo, Inc.; and The Procter & Gamble Company. As shown in the table above, TJX was above the median of the fiscal 2018 peer group in both revenue and market cap.

The ECC uses peer group data to inform the competitiveness of compensation and program design and believes that this data provides important context for its compensation decisions. At the same time, the ECC recognizes that our off-price retail business model, in combination with our size and global focus, is distinct from other companies and the ECC does not rely on strict benchmarking or target any element of NEO compensation by reference to any specified level of compensation within the peer group. The ECC has also supplemented peer group data from time to time with additional case studies and market data to provide further context for its compensation decisions.

CONSIDERATIONS FOR EXECUTIVE CHAIRMAN COMPENSATION

Ms. Meyrowitz assumed the role of Executive Chairman at the start of fiscal 2017 and is an active and integral member of the executive management team in addition to serving as Chairman of the Board. Our Board believes strongly that Ms. Meyrowitz, who has wide ranging, in-depth knowledge of our business and the retail industry overall, continues to play a critical role as an executive at TJX in addition to providing effective leadership to the Board. In her role as Executive Chairman, she serves as a key resource in the areas of merchandising, marketing, and internal training, and provides support to our CEO, CFO, and other members of senior management, with an emphasis on strategic initiatives and long-term company strategy.

The ECC recognizes that the role of executive chairman varies across companies. In establishing compensation for Ms. Meyrowitz, the ECC, advised by Pearl Meyer, evaluated other Fortune 200 companies with executive chairman positions and took into account the degree of active involvement that Ms. Meyrowitz would have as part of the management team at TJX relative to other executive chairman roles that may be more limited or transitional in nature.

2018 Proxy Statement    29

FISCAL 2018 REVIEW

During fiscal 2018, we solidly executed our business plan and growth strategies, increasing comparable store sales, driven by customer traffic, and growing our store base globally while maintaining focus on driving profitable sales, reinvesting in the business, managing expenses, and returning value to shareholders. These and other events during the year contributed to our annual incentive plan results, as described below. At the beginning of fiscal 2019, we announced plans to continue our growth and reinvestment initiatives, including driving comparable store sales and customer traffic gains, increasing our long-term store growth potential for some of our chains and, in light of U.S. tax law changes, planning a more substantial share buyback program and increase to our quarterly dividends and additional investments in our Associates and our communities.

FISCAL 2018 BUSINESS REVIEW

(53 weeks)

30    The TJX Companies, Inc.

FISCAL 2018 INCENTIVE PLAN PERFORMANCE

Our performance in fiscal 2018 led to the following results under our performance-based incentive plans:

Additional details about these performance results and the payouts for each NEO are included below.

CEO TOTAL DIRECT COMPENSATION

The chart below shows the total direct compensation¹ of our CEO, including results of our non-equity incentive compensation payouts, compared to recent years.

2018 Proxy Statement    31

FISCAL 2018 EXECUTIVE COMPENSATION PROGRAM

Our fiscal year 2018 executive compensation program consisted of base salary and annual and long-term incentives as summarized below:

Our program also includes health and welfare, deferred compensation, and retirement benefits, as well as relocation-related benefits and limited perquisites. Our overall executive compensation program is intended to sustain our competitive position, promote Associate engagement and retention, foster alignment with shareholder interests, and support effective leadership development, succession planning, and leadership transitions, which we believe are critical to our success.

32    The TJX Companies, Inc.

Base Salary

Base salaries provide competitive, fixed compensation to attract and retain our executives and to reflect individual responsibilities, performance, experience, and value in the marketplace. Base salaries are typically reviewed on an annual basis in connection with individual performance evaluations and may be reviewed in connection with new employment agreements, new positions, or other organizational changes. For fiscal 2018 and fiscal 2019, the ECC approved salary increases as part of our annual individual performance and salary review process for each of our NEOs, other than Mr. Herrman and Ms. Meyrowitz, who did not receive salary increases for fiscal 2019, and Mr. MacMillan, whose compensation arrangements reflect his move to Canada during fiscal 2018 and his scheduled retirement during fiscal 2019. Salary reviews are based on various factors, including assessment of individual performance and responsibilities, our prior year performance, contractual obligations, and overall competitiveness of compensation.

Annual Cash Incentives: Management Incentive Plan (MIP)

The objective of the annual cash incentive awards made under our MIP is to motivate our NEOs and other key Associates to achieve or exceed a fiscal year performance target set in advance by the ECC.

Key Features of MIP:

Performance goals: For fiscal 2018, the ECC determined that for MIP, annual adjusted pre-tax income was an appropriate and effective measure to motivate, focus, and reward operational performance across the company, particularly for our management. Pre-tax income is used across the company to plan, manage, and evaluate our business. The ECC believes that it is a key measure of our success, as it reflects top-line performance, effective management of expenses and profitability; promotes consistency of focus across the company over short- and long-term performance periods; and is objective and understandable by our participants.

Our NEOs’ fiscal 2018 MIP award opportunities were tied to the aggregate of all divisional MIP goals, which we refer to as the corporate goal, to emphasize each NEO’s accountability to the business as a whole. MIP goals are generally intended to reflect the company’s strategic planning for the next fiscal year and are built from Board-approved annual business plans for our divisions. In setting the corporate MIP goal for fiscal 2018, the ECC believed that the target was challenging but reasonably achievable (considering, among other things, anticipated wage pressures, market volatility, and currency exchange volatility), and that the payout formulas reflected an appropriate pay-for-performance sensitivity based on the maturity and expected growth of each division. As a result of this

2018 Proxy Statement    33

process, the ECC established fiscal 2018 corporate MIP performance targets that were higher than both fiscal 2017 corporate MIP performance targets and fiscal 2017 corporate MIP actual results, even after accounting for the estimated benefit of the fiscal 2018 53rd week. The ECC also established specified rates for converting foreign income (to remove the impact of translational foreign exchange) and automatic adjustments to reflect certain contingent events that may affect performance.

The fiscal 2018 MIP performance levels and corresponding payout percentages are shown below, including the performance target, threshold (the level of performance at or below which no payout would be made), and maximum (the level at or above which the award payout would be the maximum under the award terms). After the end of fiscal 2018, our actual performance was measured against the performance target and MIP performance results were certified by the ECC.

Fiscal 2018 MIP Goals

Performance results for fiscal 2018: Adjusted pre-tax income, which included the impact of the Sierra Trading Post impairment charge taken during the year, was $4,324,884, or 96.82% of target performance. This corresponded to a final MIP payout percentage of 71.42%. Consistent with our pay for performance philosophy, the below-target results resulted in below-target MIP payouts for our NEOs, as detailed below.

Award opportunities and payouts: Each MIP award has a target award opportunity, expressed as a percentage of the individual’s base salary earned during the fiscal year. The ECC approved these individual award opportunities at the beginning of fiscal 2018 based on a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, contractual obligations, and individual responsibilities. The fiscal 2018 MIP award earned by each NEO was determined by applying the corporate MIP payout percentage of 71.42% to the individual’s target award opportunity, as shown below.

34    The TJX Companies, Inc.

Fiscal 2018 MIP Opportunities and Payouts

Long-Term Incentives

One of the key objectives of our long-term incentive programs is to strengthen the retention, succession planning, and stability of our leadership team, which has been a critical factor and key driver for the success of TJX. We use a mix of long-term vehicles to incentivize our executives, foster teamwork that drives execution of our business goals, and align the interests of our NEOs with the interests of our shareholders.

Key Equity Grant Practices:

Equity awards are granted under our Stock Incentive Plan (SIP) and generally granted at our regularly scheduled ECC meetings, held at approximately the same times each year. The ECC does not have any programs, plans, or practices of timing these equity grants in coordination with the release of material non-public information.

Performance-Based Stock Awards (PBSAs). PBSAs include performance-based vesting conditions linked to TJX’s financial performance, service-based vesting conditions that provide important retention incentives, and retirement terms that support our succession planning process. Because our PBSAs granted prior to fiscal 2019 were designed to serve as a vehicle for stability and retention, and not solely as a performance incentive, targets for full PBSA vesting were set at a level below our cash incentive targets with no above-target opportunity. Vesting of these awards is subject to satisfaction of service requirements specified in the awards (described below on p. 48) as well as the performance criteria described below.

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Fiscal 2018 PBSAs

In April 2017, the ECC granted PBSAs to our NEOs, with the size of each award determined based on factors including the executive’s responsibilities, contractual obligations, the potential value of each grant, and the overall competitiveness and mix of our executive compensation. Each April 2017 PBSA included a fiscal 2018-2020 LRPIP-based performance goal with a three-year vesting period, described in the table above.

Fiscal 2018 PBSAs

Previously Granted PBSAs

Each of our NEOs, other than Ms. Meyrowitz, held previously granted PBSAs with performance-based vesting criteria that were satisfied based on fiscal 2016-2018 LRPIP performance payout of 121.37%, as described further below. These PBSAs remained subject to service-based vesting conditions after fiscal 2018 year-end, as described in footnote 3 to the Outstanding Equity Awards table.

The career shares award granted to Mr. Herrman during fiscal 2016 in connection with the CEO transition is scheduled to vest in full at the end of fiscal 2026 with pro-rated annual vesting beginning at the end of fiscal 2020, subject to his continued employment with TJX. The remaining service condition for the PBSA granted to Ms. Meyrowitz during fiscal 2016 in connection with the CEO transition was satisfied at the end of fiscal 2018.

36    The TJX Companies, Inc.

Stock Options. Stock options help align the interests of our NEOs with those of our shareholders because they only deliver value to the extent the value of our stock appreciates. The ECC determined the number of stock options granted to our NEOs during fiscal 2018 by setting a fixed dollar value for each NEO (other than Ms. Meyrowitz) and dividing this value by the closing price of our common stock on the NYSE on the grant date ($73.21). The fixed dollar value established for each NEO is a function of internal compensation levels and historical practices and was reviewed by the ECC for overall market competitiveness. Stock options generally vest in equal annual installments over three years from the grant date. As noted above, stock options have been eliminated for our NEOs in our new fiscal 2019 executive compensation program.

Fiscal 2018 Stock Option Awards

Long Range Performance Incentive Plan (LRPIP). LRPIP awards are designed to motivate our NEOs and other key Associates to achieve or exceed long-term financial goals, as well as to foster teamwork and collaboration across the company and promote retention. As our LRPIP awards have overlapping three-year cycles, in each fiscal year we complete a cycle, continue our performance under an ongoing cycle and grant awards for a new cycle.

Key Features of LRPIP:

Fiscal 2016-2018 LRPIP – Completed Cycle

Performance conditions: LRPIP goals and awards for the fiscal 2016-2018 cycle were established by the ECC during fiscal 2016. LRPIP goals are generally intended to reflect the company’s longer-term strategic planning, which is built from Board-approved company business plans and starts with our operating divisions, taking into account a variety of factors at the time the goals are established. In setting the fiscal 2016-2018 LRPIP goals, the ECC believed that the targets were challenging but reasonably achievable and reflected the long-term growth goals for our primary divisions. The ECC determined that the payout formulas reflected an appropriate pay-for-performance sensitivity for a long-term incentive program; that cumulative three-year adjusted pre-tax income was an appropriate and effective metric to motivate, focus, and reward operational performance across the company over a longer time horizon; and that using a weighted combination of performance of our four major divisions would promote our team-based approach to achieving our long-term goals. The fiscal 2016-2018 goals also included specified rates for converting foreign income (to remove the impact of translational foreign exchange) and automatic adjustments to reflect certain contingent but objectively determinable events that may affect performance.

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Performance results for the fiscal 2016-2018 cycle: After the end of fiscal 2018, LRPIP performance results for this cycle were certified by the ECC.

Fiscal 2016-2018 LRPIP Goals and Results

(Adjusted Pre-Tax Income¹ in 000s)

¹ Fiscal 2016-2018 LRPIP performance was measured by adjusted pre-tax income goals for our four major divisions for the three-year period as shown above. (TJX Europe was renamed TJX International at the end of fiscal 2016.) Under the terms pre-established by the ECC at the beginning of fiscal 2016, LRPIP performance goals and results were adjusted to reflect pre-established currency exchange rates (to remove the impact of translational foreign exchange) and to exclude capitalized inventory costs, interest income and expense, mark-to-market impact of inventory derivatives, and certain new businesses (Austria, the Netherlands, U.S. e-commerce, and Trade Secret). Fiscal 2016-2018 LRPIP performance results were further adjusted downward by the ECC to exclude certain transactional foreign exchange gains at TJX Europe during fiscal 2017.

² The threshold and maximum amounts shown assume that each division performs at the same level against its target. Because each division contributes toward the final payout without a divisional threshold or maximum (to reflect aggregate company results), there is no single level of performance for threshold or maximum payouts.

³ To calculate the total payout, the actual performance (column C) is measured against the performance target for each division (column A). A pre-established payout formula determines the unweighted contribution of each division to the award payout (column D). Each unweighted contribution (column D) is then weighted according to the pre-established weightings (column B x column D) and added together to determine the overall LRPIP award payout percentage.

Award opportunities and payouts: At the beginning of the fiscal 2016-2018 cycle, the ECC approved individual LRPIP award opportunities based on a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, contractual obligations, and individual responsibilities at the time of the grant. The actual LRPIP award earned for each individual is the target opportunity for the cycle multiplied by the total payout percentage of 121.37%, as shown below.

38    The TJX Companies, Inc.

Fiscal 2018-2020 LRPIP – New Cycle

At the beginning of fiscal 2018, the ECC established the new LRPIP target award opportunities for the fiscal 2018-2020 cycle for our NEOs. These opportunities were set after consideration of a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, contractual obligations, and individual responsibilities at the time of the grant and are as follows:

As part of the company’s long-term strategic planning process for fiscal years 2018 through 2020, the ECC also established the LRPIP adjusted pre-tax income target for this new three-year cycle based on aggregate targets for all divisions (without divisional weightings), payout formulas, and a maximum LRPIP payout percentage of 200%. The target is intended to be consistent with the Board-approved business plans for our divisions, to reflect the long-term growth goals for these divisions, and to be challenging but reasonably achievable. The minimum (threshold) level for any payout is 60% of the performance target and the maximum payout level is achieved if performance is at or above 140% of the performance target.

Consistent with our past disclosure practice, we plan to provide additional detail about the performance goals for this cycle, which are based on business targets through fiscal 2020, once the performance cycle is complete.

OTHER COMPENSATION PRACTICES, POLICIES AND GUIDELINES

RETIREMENT BENEFITS

All of our NEOs, other than Mr. MacMillan, are eligible to participate in our 401(k) plan and also participate in our broad-based pension plan for U.S. Associates under which benefits are accrued based on compensation and service. We also maintain a Supplemental Executive Retirement Plan (SERP). Ms. Meyrowitz is a vested participant in our primary SERP benefit program, a nonqualified pension benefit based on final average earnings. We have not offered primary SERP benefits to new participants for many years. Mr. Herrman, Mr. Sherr and Mr. Goldenberg participate in our alternative SERP benefit program, which is intended to restore pension benefits that would otherwise not be available due to Internal Revenue Code restrictions. Mr. MacMillan was eligible to participate in our U.S. retirement benefit programs for a portion of fiscal 2018, and, following his move to Canada, became eligible to participate in our Canadian retirement benefit programs for the balance of fiscal 2018. Long term incentives are not included in defined benefit pension calculations, and we do not have a policy of granting extra years of credited service for purposes of our pension plans. These programs are discussed under Pension Benefits.

DEFERRED COMPENSATION

During fiscal 2018, our NEOs could defer compensation under our Executive Savings Plan (ESP), an elective deferred compensation plan, intended to help us compete for and retain talent by providing participants with additional opportunities for personal financial planning and by rewarding and encouraging retention while emphasizing performance-based pay. Participants in the ESP, other than those eligible for our primary SERP benefit, are eligible to receive an employer match based in part on our performance under our MIP. Mr. Herrman, Mr. Sherr and Mr. Goldenberg received an ESP match for fiscal 2018. Mr. MacMillan received an ESP match for a portion of fiscal

2018 Proxy Statement    39

2018, and, following his move to Canada, became eligible to participate and receive a match under our Canadian Executive Savings Plan (CESP) for the balance of fiscal 2018.

Under his employment agreement, Mr. Herrman is eligible for additional performance-based company credits under the ESP for each of fiscal 2017, fiscal 2018 and fiscal 2019. The credits are made to Mr. Herrman’s ESP account after the end of the applicable fiscal year if he remains employed through the end of the year and to the extent applicable MIP performance goals are met for the year, with no credit provided if no MIP payout is achieved for the year. Mr. Herrman received the full additional ESP credit for fiscal 2018, which required achievement of at least 96% of the targeted corporate MIP performance (resulting in a MIP payout of at least 67%) for the year. The additional credits (and any earnings under the ESP) are payable to Mr. Herrman following his separation from service with the company if he complies with applicable post-employment non-competition, non-solicitation, and other covenants intended to protect the company. In determining the magnitude, duration, and conditions of the additional credits under ESP, the ECC undertook a holistic look at Mr. Herrman’s career compensation opportunities at the time of his transition to CEO, with the objective of ensuring the long-term retention of Mr. Herrman for the duration of his career as CEO while emphasizing performance-based pay. The additional performance-based ESP credits for Mr. Herrman are not intended to continue beyond fiscal 2019.

Ms. Meyrowitz has amounts previously deferred under our General Deferred Compensation Plan (GDCP), now closed to new deferrals, which earn notional interest at an annually adjusted rate based on U.S. Treasury securities. Our deferred compensation plans for NEOs are discussed with the compensation tables under Nonqualified Deferred Compensation Plans. Company-provided amounts under these programs are included below as All Other Compensation and detailed in footnote 5 to the Summary Compensation Table.

EXPATRIATE-RELATED BENEFITS

As part of our global mobility program, our policies provide that executive officers and other eligible Associates who relocate at our request are eligible for certain relocation and expatriate benefits to facilitate the transition and international assignment, including tax assistance. These policies are intended to recognize and compensate Associates for the costs associated with living and working outside the Associates’ home countries, with the goal that Associates are not financially advantaged or disadvantaged as a result of their international assignment and related taxes. During fiscal 2018, Mr. MacMillan continued to be eligible for benefits under this program in connection with his prior assignments in the U.K. and Canada. These benefits are detailed in footnote 5 to the Summary Compensation Table.

PERQUISITES

We provide limited perquisites and other personal benefits to our NEOs, which are reviewed every year by the ECC. These benefits consist generally of automobile allowances, financial and tax planning services, payment of life insurance premiums, and, for Mr. MacMillan, certain Canada-based benefits, none of which is grossed up for taxes. The amounts are included below as All Other Compensation and detailed in footnote 5 to the Summary Compensation Table.

STOCK OWNERSHIP GUIDELINES

We have stock ownership guidelines that apply to all of our executive officers. Our CEO and President and our Executive Chairman are expected to attain stock ownership with a fair market value equal to at least five times annual base compensation. Our Chief Financial Officer and each Senior Executive Vice President are expected to attain stock ownership with a fair market value of at least three times annual base compensation. At age 62, the ownership guidelines are reduced by fifty percent. These guidelines are designed to align our executives’ interests with those of our shareholders and to encourage a long-term focus. As of April 9, 2018, each of our executive officers was in compliance with our stock ownership guidelines and policies. Our policies also prohibit our executive officers from engaging in pledging or hedging transactions with respect to TJX stock.

40    The TJX Companies, Inc.

EMPLOYMENT AGREEMENTS

The ECC has reviewed and approved, after consultation with Pearl Meyer, individual employment agreements for our NEOs that set their terms of employment, including compensation, benefits, and termination and change of control provisions discussed under Severance, Retirement, and Change of Control Provisions. We believe that these employment agreements help retain our executives and support our succession planning process, including our CEO transition at the start of fiscal 2017. The ECC takes the terms of these agreements into account when approving compensation for our NEOs.

Each of our NEO employment agreements has a three-year term. Our agreements with Mr. Herrman and Ms. Meyrowitz, unless terminated earlier in accordance with their terms, continue until February 2, 2019. In February 2018, we entered into new employment agreements with Mr. Goldenberg and Mr. Sherr, which became effective at the beginning of fiscal 2019 and, unless terminated earlier in accordance with their terms, continue until January 30, 2021. Mr. MacMillan is scheduled to retire from TJX in April 2018, and in January 2018 we entered into a letter agreement with him confirming the terms of his retirement.

The agreements with our NEOs establish a minimum level of base salary and provide for participation in the SIP, MIP and LRPIP, at levels commensurate with the executive’s position and responsibilities and subject to terms established by the ECC, and also entitle the executives to participate in TJX’s fringe benefit and deferred compensation plans, including, in the case of Mr. Herrman and Ms. Meyrowitz, an automobile allowance commensurate with their respective positions and, in the case of Mr. MacMillan, the company’s executive life insurance program. Mr. Herrman’s and Ms. Meyrowitz’s agreements also provide for minimum MIP and LRPIP target award levels during the term of the agreements. Mr. Herrman’s agreement provides for enhanced benefits to him under our ESP, including an increased company match and the additional performance-based company credits described above in Deferred Compensation. Ms. Meyrowitz’s agreement provides for annual performance-based stock awards with a grant date value of $5 million that will be subject to satisfaction of performance criteria with a three-year performance vesting period and also specifies interest rate assumptions for determining her SERP benefit. Mr. MacMillan’s agreement includes provisions related to his move to Canada during 2017 and his prior international assignments.

SEVERANCE, RETIREMENT, AND CHANGE OF CONTROL PROVISIONS

We provide benefits to our executive officers, in connection with certain terminations of employment and in connection with a change of control of TJX, under the terms of our employment agreements and plans. Each NEO has agreed to post-employment non-competition, non-solicitation and other covenants intended to protect our business. We believe that severance, retirement, and change of control protections assist in attracting and retaining high quality executives and in keeping them focused on their responsibilities during any period in which a change of control may be contemplated or pending and that, more generally, it is important to define the relative obligations of TJX and our NEOs, including obtaining protection against competition and solicitation. We seek to achieve these objectives in a manner consistent with our other compensation objectives described above, taking into account contractual obligations and current market practice, among other considerations. These provisions are described in more detail under Potential Payments upon Termination or Change of Control.

CLAWBACK POLICY

We have a clawback policy that, in the event of a material restatement of financial results, allows the Board, based on available remedies, to seek recovery or forfeiture from any current or former executive officer of the portion of incentive compensation that was received by or vested in the executive officer during the three-year period prior to the determination that a restatement was required and that would not have been earned had performance been measured on the basis of the restated results where the Board reasonably determines that the executive engaged in knowing or intentional fraudulent or illegal conduct that materially contributed to the need for the restatement.

2018 Proxy Statement    41

ANNUAL COMPENSATION RISK ASSESSMENT

As discussed in Compensation Program Risk Assessment on p. 11, we consider our compensation policies and practices, including our executive officers’ compensation program, as part of our annual enterprise risk assessment process. The ECC considers, among other things, what risks could be created or encouraged by our executive compensation plans and arrangements and how those potential risks are monitored, mitigated and managed. In fiscal 2018, the ECC determined that our overall compensation policies and practices do not give rise to risks that are reasonably likely to have a material adverse effect on TJX.

TAX AND ACCOUNTING CONSIDERATIONS

We have historically structured incentive compensation arrangements with a view toward qualifying them as performance-based compensation exempt from the deduction limitations under Section 162(m) of the Internal Revenue Code (Section 162(m)), although we have viewed and continue to view the availability of a tax deduction as only one relevant consideration. The ECC believes that its primary responsibility is to provide a compensation program that attracts, retains, and rewards the executive talent necessary for our success.

Federal tax legislation enacted in December 2017 eliminated the Section 162(m) performance-based compensation exemption prospectively and made other changes to Section 162(m), but with a transition rule that preserves the performance-based compensation exemption for certain arrangements and awards in place as of November 2, 2017. We intend to continue to administer arrangements and awards subject to this transition rule with a view toward preserving their eligibility for the performance-based compensation exemption to the extent practicable and consistent with the non-tax compensation program objectives noted above.

Compensation Committee Report

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on these reviews and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report on Form 10-K for the fiscal year ended February 3, 2018.

Executive Compensation Committee

Alan M. Bennett, Chairman

José B. Alvarez

Jackwyn L. Nemerov

Willow B. Shire

42    The TJX Companies, Inc.

COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table provides information concerning compensation for our principal executive officer, our principal financial officer and our three other most highly paid executive officers during fiscal 2018 (collectively, our named executive officers (NEOs)):

2018 Proxy Statement    43

Our NEOs were entitled under their employment agreements to participate in SIP, MIP and LRPIP and received cash incentives and equity incentives only pursuant to these plans during fiscal 2018. The employment agreements with Ms. Meyrowitz and Mr. Herrman provide for target award opportunities during the term of the agreement of at least 150% of their respective base salaries for MIP and at least 100% of their respective base salaries for LRPIP, payment of reasonable fees of legal and financial advisors incurred in negotiating their agreements and an automobile allowance commensurate with their positions. These employment agreements also provided for performance-based stock awards during fiscal 2016 for each executive in connection with our CEO transition and, starting in fiscal 2017, annual performance-based stock awards for Ms. Meyrowitz during the term of the agreement as described in the CD&A on p. 41. Under his employment agreement, Mr. MacMillan was eligible for the company’s executive life insurance program and for any remaining benefits in connection with his prior international assignments, including applicable tax equalization benefits, and also was eligible to receive certain cash benefits (otherwise denominated in U.S. dollars) in Canadian dollars.

All of our NEOs were eligible to participate in our tax-qualified defined benefit plan and were eligible to make deferrals to our 401(k) plan and our ESP for all or part of fiscal 2018. All of our NEOs except Ms. Meyrowitz received matching credits under the ESP and were eligible to participate in our alternative SERP benefit for all or part of fiscal 2018. Mr. Herrman received additional performance-based company credits for fiscal 2018 under our ESP in connection with his employment agreement that became effective at the time of his transition to CEO, as described in the CD&A on p. 40. Ms. Meyrowitz participated in our primary SERP benefit. Mr. MacMillan was also eligible to participate in Canada-based retirement and savings programs, including the CESP, during fiscal 2018. Our NEOs were also entitled to receive an automobile benefit and to participate in fringe benefit plans and programs made available to executives generally (including Canada-based benefits for Mr. MacMillan).

44    The TJX Companies, Inc.

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2018

The following table reports potential payouts under our cash incentive plans and all other stock and option awards that were granted during fiscal 2018 to our NEOs: