Independent
Tenure on this board
5.7 yrs
10 nominees · 3 ballot items.
Shareholders will vote to elect ten directors, ratify PricewaterhouseCoopers as TJX’s independent auditor for fiscal 2027, and cast a non-binding advisory vote to approve the company’s executive compensation (say-on-pay).
Elect the ten directors named in the proxy statement to serve until the 2027 Annual Meeting of Shareholders.
Ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP (PwC) as TJX’s independent registered public accounting firm for fiscal 2027.
Non-binding, advisory vote to approve the compensation of TJX’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and narrative disclosure.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of TJX’s Named Executive Officers as disclosed in the CD&A and accompanying compensation tables and narrative. Management is seeking this approval to affirm its compensation framework, which emphasizes pay-for-performance alignment through a mix of annual cash incentives (MIP), multi-year performance share units (PSUs) and restricted stock units (RSUs), and a long-range performance cash plan (LRPIP). The proposal context includes TJX’s strong FY26 financial results, above-target annual incentive payouts, and above-target PSU and LRPIP payouts for the completed FY24–26 cycle, demonstrating recent high realized pay outcomes tied to objective financial metrics. The Board’s stated rationale for recommending FOR is that the program aligns executive rewards with company performance and shareholder interests via objective metrics, stock ownership guidelines, clawback provisions, and limitations on hedging and pledging. The Compensation Committee’s governance practices—use of an independent compensation consultant, peer data, pre-established performance targets and adjustments, and an annual compensation risk assessment—are cited to justify continued reliance on the current design. Management also emphasizes shareholder engagement and reports historically strong shareholder support for say-on-pay (e.g., 94% support in 2025), noting the Board will consider the vote outcome in future decisions. Critically, because the vote is advisory, it does not change contractual arrangements directly, but a negative outcome could prompt substantive Committee review and potential program adjustments; the Board signals it pays attention to investor feedback when setting metrics, target levels, and plan design. For an analyst, the key evaluation points are the objective nature of the performance metrics (Incentive Pre-Tax Income, Incentive EPS, and Incentive ROIC), the demonstrated linkage between strong FY26 performance and elevated payouts, the significant emphasis on long-term equity-based incentives that tie pay to TSR over multi-year cycles, and the governance safeguards (clawbacks, ownership requirements, independent consultant) that mitigate excessive risk-taking while preserving managerial continuity and retention. Overall, the proposal reflects management’s confidence in its compensation framework and seeks shareholder validation of practices that have delivered strong financial and total shareholder returns in recent years.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.53% | 72,159,738 | $11.5B |
| 2 | STATE STREET CORP | 4.37% | 48,321,197 | $7.7B |
| 3 | BlackRock, Inc. | 3.86% | 42,599,504 | $6.8B |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 2.32% | 25,649,395 | $4.1B |
| 5 | BlackRock, Inc. | 2.18% | 24,035,963 | $3.8B |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.79% | 19,812,705 | $3.2B |
| 7 | FMR LLC | 1.64% | 18,135,777 | $2.9B |
| 8 | BANK OF AMERICA CORP /DE/ | 1.32% | 14,632,595 | $2.3B |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 1.18% | 13,079,135 | $2.1B |
| 10 | ALLIANCEBERNSTEIN L.P. | 1.17% | 12,896,713 | $2.0B |
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