Current Report Filing (8-k)
September 17 2018 - 2:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2018
THE TJX COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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1-4908
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04-2207613
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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770 Cochituate Road, Framingham, MA 01701
(Address of principal executive offices) (Zip Code)
(508) 390-1000
Registrants telephone number, including area code
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.45 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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On September 17, 2018, the Board of Directors of The TJX Companies, Inc. (the
Company) elected Rosemary T. Berkery as a member of the Companys Board of Directors and of its Audit Committee and Executive Compensation Committee, effective immediately. Ms. Berkery was the Chairman of UBS Bank USA and
Vice-Chair of UBS Wealth Management Americas from 2010 until April 2018 and CEO of UBS Bank USA from March 2010 to December 2015. Prior to joining UBS, she served in senior executive roles at Merrill Lynch & Co., Inc. until her departure in
January 2009, including Executive Vice President and General Counsel from 2001 and Vice Chairman from 2007. Her long career as an executive in the financial services industry provides her with expertise in finance, investment strategies, and
management of complex organizations, as well as significant experience in governance, compliance, and risk assessment and oversight. She has served on the Board of Directors of Fluor Corporation since June 2010. Ms. Berkery will receive
compensation for her service on the Board of Directors in accordance with the Companys
non-employee
director compensation program (as described further in Exhibit 10.24 to the Companys Annual
Report on
Form 10-K
filed April 4, 2018, which description is incorporated herein by reference), including annual retainers and deferred stock awards under the Companys Stock Incentive Plan,
prorated to reflect her election date.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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THE TJX COMPANIES, INC.
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/s/ Alicia C. Kelly
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Alicia C. Kelly
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Executive Vice President, Secretary and General Counsel
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Dated: September 17, 2018
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