Shareholder Policies

Policy Regarding Communications with Directors

Security holders and other interested parties may communicate directly with the Board of Directors, the Independent Directors, the Non-Management Directors, the Lead Director or any other individual Director by writing to such group or individual at the following address:

Board of Directors / Independent Directors / Non-Management Directors / Lead Director / Name of Individual Director

c/o Corporate Secretary
The TJX Companies, Inc.
770 Cochituate Road
Framingham, MA 01701

The Secretary will forward communications to the relevant group or individual at or prior to the next meeting of the Board of Directors.

Policy on Shareholder Recommendations for Director Nominations

The Corporate Governance Committee will consider Director candidates recommended by shareholders for inclusion on the slate of Directors recommended to the Board. Any shareholder may submit one candidate for consideration at 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 TJX released its proxy statement to shareholders in connection with the previous year’s annual meeting. Recommendations should be sent to the Corporate Secretary, The TJX Companies, Inc. 770 Cochituate Road, Framingham, MA 01701. If a shareholder recommending a candidate is not a record holder, the shareholder must provide evidence of eligibility as set forth in Exchange Act Rule 14a-8 (b)(2).

At the time the shareholder submits the recommendation, the shareholder must provide the following:

  • All information about the candidate that TJX would be required to disclose in a proxy statement in accordance with Exchange Act rules.
  • Certification from the candidate that he or she meets the requirements to be (a) independent under the Corporate Governance Principles implementing the independence requirements of the listing standards rules of the New York Exchange, (b) a non-management director under Rule 16b-3 under the Exchange Act, and (c) an outside director under Section 162(m) the Internal Revenue Code
  • Consent of the candidate to serve on of the Board of Directors, if nominated and elected.
  • Agreement of the candidate to complete, upon request, questionnaire(s) customary for TJX Directors.

The Committee will evaluate candidates recommended by stockholders on the same basis as candidates recommended by other sources, including evaluating the candidate against the standards and qualifications set out in the Company's Corporate Governance Principles and criteria approved by the Board from time to time. The Committee will determine whether to interview any candidate.