UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934 (Amendment

(Amendment No.     )

Filed by the Registrant  þx

Filed by a party other than the Registrant  ¨

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)

Payment of Filing Fee (Check the appropriate box):

770 Cochituate Road

Framingham, Massachusetts 01701

April 27, 201224, 2015

Dear Fellow Stockholder:

We cordially invite you to attend our 20122015 Annual Meeting on Wednesday,Thursday, June 13, 2012,11, 2015, at 11:9:00 a.m. (local time), to be held at our offices, 770 Cochituate Road, Framingham, Massachusetts. Please enter through the Northeast Entrance.

The proxy statement accompanying this letter describes the business we will consider at the meeting. Your vote is important regardless of the number of shares you own. Please read the proxy statement and vote your shares. Instructions for Internet 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 13th.11th.

Sincerely,
Bernard Cammarata				Carol Meyrowitz
Chairman of the Board				Chief Executive Officer

Printed on Recycled Paper

Table of ContentsTABLE OF CONTENTS

The TJX Companies, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 13, 201211, 2015

The Annual Meeting of Stockholders of The TJX Companies, Inc. will be held at our offices, 770 Cochituate Road, Framingham, Massachusetts on Wednesday,Thursday, June 13, 2012,11, 2015, at 11:9:00 a.m. (local time) to vote on:

Stockholders of record at the close of business on April 16, 201214, 2015 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements thereof.

To attend the Annual Meeting, you must demonstrate that you were a TJX stockholder at the close of business on April 16, 201214, 2015 or hold a valid proxy for the Annual Meeting from such a stockholder. If you are not a stockholder of record but hold shares through a broker, trustee or nominee, you will need to bring proof of your beneficial ownership as of April 16, 2012,14, 2015, such as a brokerage account statement showing your ownership on that date or similar evidence of ownership. All stockholders will need to check in upon arrival and receive visitorattendee badges for building security.security purposes. Please allow additional time for these procedures.

By Order of the Board of Directors

Ann McCauley

Secretary

Framingham, Massachusetts

April 27, 201224, 2015

YOUR VOTE IS IMPORTANT.

PLEASE VOTE ONOVER THE INTERNET, BY TELEPHONE OR BY MAILMAIL.

PROPOSAL 1

- ELECTION OF DIRECTORS

Nominees and Their Qualifications

We seek nominees who have established strong professional reputations, sophistication and experience in the retail and consumer industries. We also seek nominees with experience in substantive areas that are important to our business such as international operations and growth; marketing and brand management; sales, buying and distribution; accounting, finance and capital structure; strategic planning and leadership of complex organizations; human resources and development practices; and strategy, growth and innovation. Our nominees hold or have held senior executive positions in large, complex organizations or in businesses related to important substantive areas important to our business, and in these positions have also gained experience in core management skills and substantive areas relevant to our business. Our nominees also have experience working with or serving on boards of directors and board committees of other public companies, and each of our nominees has an understanding of corporate governance practices and trends. In addition, most of our nominees have significant prior service on our Board, which has provided them with significant exposure to both our business and the industry in which we compete. We believe that all our nominees possess the professional and personal qualifications necessary for board service and we have highlighted particularly noteworthy attributes for each director in the individual biographies below.

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 20132016 Annual Meeting of Stockholders and until their successors are duly elected and qualified. All of our nominees are current directors. Other than Mr. Abdalla,William H. Swanson, who was elected by the Board in January 2012,2015, all of our current directors were elected to the Board by our stockholders. Bernard Cammarata, after more than 25 years on our Board and nearly 40 years of service with the Company, has decided to retire as Chairman of the Board, effective at the 2015 Annual Meeting of Stockholders. After his retirement from the Board, Mr. Cammarata will remain with the Company in an advisory role as Founder and Executive Advisor.

Your Board of Directors unanimously recommends that you vote FOR the election of each of the nominees as director.

Zein Abdalla, 5356

Director since 2012

Mr. Abdalla has been CEO of PepsiCo Europe, a divisionwas the President of PepsiCo, Inc., a leading global food, snack and beverage company, since November 2009,from September 2012 through his retirement in December 2014, prior to which he served as CEO of PepsiCo Europe, a division of PepsiCo, starting in November 2009 and as President, PepsiCo Europe Region starting in January 2006. Mr. Abdalla previously held a variety of senior positions at PepsiCo since he joined that company in 1995, including as General Manager of PepsiCo’s European Beverage Business, General Manager of Tropicana Europe and Franchise Vice President for Pakistan and the Gulf region. Mr. Abdalla’s executive experience with a large global company has given him expertise in corporate management, including in emerging markets, operations, brand management, distribution and global strategy.

José B. Alvarez, 4952

Director since 2007

Mr. Alvarez has been a member of the faculty of the Harvard Business School since 2009. From August 2008 through December 2008, Mr. Alvarez was the Global Executive Vice President for Business Development for Ahold, a global supermarket retail company. From 2001 to August 2008, he held various executive positions with Stop & Shop/Giant-Landover, Ahold’s U.S. subsidiary, including President and Chief Executive Officer of Stop & Shop/Giant-Landover from 2006 to 2008 and Executive Vice President, Supply Chain and Logistics from 2004 to 2006. Previously, he served in executive positions at Shaw’s Supermarkets, Inc. and began his career at the Jewel Food Stores subsidiary of American Stores Company in 1990. Mr. Alvarez is also a director of United Rentals, Inc. and served on the board of Church & Dwight Co., Inc. from 2011 until 2013. Mr. Alvarez’s long career in retail has given him broad experience in large retail chain management, including store management, supply chain, logistics, distribution and strategy.

Alan M. Bennett, 6164

Director since 2007

Mr. Bennett served as the Chief Executive Officer of H&R Block Inc., a tax services provider, from July 2010 to May 2011 and was previously Interim Chief Executive Officer from November 2007 through August 2008. He

was Senior Vice President and Chief Financial Officer and a Member of the Office of the Chairman of Aetna, Inc., a diversified healthcare benefits company, from 2001 to 2007, and previously held other senior financial management positions at Aetna after joining in 1995. Mr. Bennett held various senior management roles in finance and sales/marketing at Pirelli Armstrong Tire Corporation, formerly Armstrong Rubber Company, from 1981 to 1995 and began his career with Ernst & Ernst (now Ernst & Young LLP). Mr. Bennett is also a director of Halliburton Company and Fluor Corporation and was a director of H&R Block from 2008 to 2011 and Bausch & Lomb, Inc. from 2004 to 2007.2011. Mr. Bennett’s senior leadership roles in two significant financial businesses provide him with executive experience in managing very large businesses and change management as well as financial expertise including financial management, taxes, accounting, controls, finance and financial reporting.

Bernard Cammarata, 72

Director since 1989

Mr. Cammarata has been Chairman of the Board of TJX since 1999. Mr. Cammarata served as Acting Chief Executive Officer of TJX from September 2005 to January 2007. He also led TJX and its former TJX subsidiary and T.J. Maxx Division from the organization of the business in 1976 until 2000, including serving as Chief Executive Officer and President of TJX, Chairman and President of TJX’s T.J. Maxx Division and Chairman of The Marmaxx Group (Marmaxx). As the founder of TJX, Mr. Cammarata has participated in the leadership of TJX’s successful strategy and development from the beginning to its current position as the world’s largest off-price retailer and offers deep expertise in all aspects of TJX’s business, including management, operations, marketing, buying, distribution and financial matters.

David T. Ching, 5962

Director since 2007

Mr. Ching has beenwas Senior Vice President and Chief Information Officer for Safeway Inc., a food and drug retailer, from 1994 to January 2013 and has consulted through DTC Associates LLC, focusing on management consulting and technology services, since 1994.2013. Previously, Mr. Ching was the General Manager for British American Consulting Group, a software and consulting firm focusing on the distribution and retail industry. He also worked for Lucky Stores Inc., a subsidiary of American Stores Company from 1979 to 1993, including serving as the Senior Vice President of Information Systems. Mr. Ching was a director of Petco Animal Supplies, Inc. from 2005 to 2007. Mr. Ching’s strong technological experience and related management positions in the retail industry provide Mr. Ching expertise including information systems, information security and controls, technology implementation and operation, reporting and distribution in the retail industry.

Michael F. Hines, 5659

Director since 2007

Mr. Hines served as Executive Vice President and Chief Financial Officer of Dick’s Sporting Goods, Inc., a sporting goods retailer, from 1995 to March 2007. From 1990 to 1995, he held management positions with Staples, Inc., an office products retailer, most recently as Vice President, Finance. Mr. Hines spent 12 years in public accounting, the last eight years with the accounting firm Deloitte & Touche LLP. Mr. Hines is also a director of GNC Holdings, Inc., where he serves as non-executive Chairman, and Dunkin’ Brands Group, Inc. and was a director of The Yankee Candle Company, Inc. from 2003 to 2007. Mr. Hines’ experience as a financial executive and certified public accountant provides him with expertise in the retail industry including accounting, controls, financial reporting, tax, finance, risk management and financial management.

Amy B. Lane, 5962

Director since 2005

Ms. Lane was a Managing Director and Group Leader of the Global Retailing Investment Banking Group at Merrill Lynch & Co., Inc., from 1997 until her retirement in 2002. Ms. Lane previously served as a Managing Director at Salomon Brothers, Inc., where she founded and led the retail industry investment banking unit.

Ms. Lane is also a director of GNC Holdings, Inc., NextEra Energy, Inc. and was also a directormember of Borders Group, Inc. from 1995 to 1999 and from 2001 to 2009.the board of trustees of Urban Edge Properties. Ms. Lane’s experience as the leader of two investment banking practices covering the global retailing industry has given her substantial experience with financial services, capital markets, finance and accounting, capital structure, acquisitions and divestitures in that industry as well as management, leadership and strategy.

Carol Meyrowitz, 5861

Director since 2006

Ms. Meyrowitz has been Chief Executive Officer of TJX since January 2007, a director since September 2006 and also served as President from October 2005 to January 2011. She served as Senior Executive Vice President of TJX from 2004 until January 2005, Executive Vice President of TJX from 2001 to 2004 and President of Marmaxx from 2001 to January 2005. From January 2005 until October 2005, she was employed in an advisory role for TJX and consulted for Berkshire Partners LLC, a private equity firm. From 1987

1983 to 2001, she held various senior management and merchandising positions with Marmaxx and with Chadwick’s of Boston and Hit or Miss, former divisions of TJX. Ms. Meyrowitz is also a director of Amscan Holdings, Inc. and Staples, Inc. and was a director of The Yankee Candle Company,Amscan Holdings, Inc. from 20042005 to 2007.2012. As Chief Executive Officer of the Company, and through the many other positions Ms. Meyrowitz has held with TJX, since joining in 1987, Ms. Meyrowitz has a deep understanding of TJX and broad experience in all aspects of off-price retail, including innovation, strategy, buying, distribution, marketing, real estate, finance and accounting, and international operations.

John F. O’Brien, 6972

Director since 1996

Mr. O’Brien is the retired Chief Executive Officer and President of Allmerica Financial Corporation (now The Hanover Insurance Group, Inc.), an insurance and diversified financial services company, holding those positions from 1995 to 2002. Mr. O’Brien previously held executive positions at Fidelity Investments, an asset management firm, including Group Managing Director of FMR Corporation, Chairman of Institutional Services Company and Chairman of Brokerage Services, Inc. Mr. O’Brien serves as our Lead Director. Mr. O’Brien is also non-executive Chairman and a director of Cabot Corporation, a director of LKQ Corporation and a director of a family of 3593 registered investment companiesmutual funds managed by BlackRock, Inc., an investment management advisory firm. Mr. O’Brien has substantial executive experience with two financial services businesses, giving him expertise including general management and oversight with respect to strategy, financial planning, insurance, operations, finance and capital structure.

Willow B. Shire, 6467

Director since 1995

Ms. Shire has beenwas an executive consultant with Orchard Consulting Group sincefrom 1994 until January 2015, specializing in leadership development and strategic problem solving. Previously, she was Chairperson for the Computer Systems Public Policy Project within the National Academy of Science. She also held various positions at Digital Equipment Corporation, a computer hardware manufacturer, for 18 years, including Vice President and Officer, Health Industries Business Unit. Ms. Shire was a director of Vitesse Semiconductor Corporation from 2007 to 2009. Through her consulting experience and prior business experience, Ms. Shire brings expertise in leadership development, talent assessment, change management, human resources and development practices, cultural assessment and strategic problem solving.

William H. Swanson, 66

Director since February 2015

Mr. Swanson was the Chief Executive Officer of Raytheon Company, a technology and innovation leader specializing in defense, security and civil markets throughout the world, from July 2003 until March 2014 and served as Chairman of the board of Raytheon from January 2004 until his retirement in September 2014. Mr. Swanson had a career of more than 42 years with Raytheon, during which he held a wide range of leadership positions including serving as President of Raytheon from July 2002 to May 2004, Executive Vice President of Raytheon and President of its Electronic Systems division from January 2000 to July 2002, and Executive Vice President of Raytheon and Chairman and Chief Executive Officer of Raytheon Systems Company from January 1998 to January 2000. Mr. Swanson is also a director of NextEra Energy, Inc. Mr. Swanson’s qualifications include expertise in strategic planning, global business operations and extensive leadership experience from serving as chief executive of a Fortune 200 company.

CORPORATE GOVERNANCE

Integrity has been a core tenet of TJX since itsour inception. We seek to perform with the highest standards of ethical conduct and in compliance with all laws and regulations that relate to our businesses. We have Corporate Governance Principles, a Global Code of Conduct for our Associates, a Code of Ethics for TJX Executives,written charters for each of our Board committees and a Director Code of Business Conduct and Ethics. The current versions of these documents and other items relating to our governance can be found aton our corporate website, www.tjx.com, as described below inwww.tjx.com.Online Availability of Information.

Board Independence

Board Independence

Independence Determination.  Our Corporate Governance Principles provide that at least two-thirds of the members of our Board will be independent directors. The Board evaluates any relationships of each director and nominee with TJX and makes an affirmative determination whether or not each director and nominee is independent. To assist it in making its independence determination, the Board has adopted categorical standards, which are available in our Corporate Governance Principles on our website, atwww.tjx.com.

As part of the Board’s annual review of director independence, the Board considered the recommendation of our Corporate Governance Committee and reviewed any transactions and relationships between each non-management director or any member of his or her immediate family and TJX. The purpose of this review was to determine whether there were any such relationships or transactions and if so, whether they were inconsistent with a determination that the director was independent.

As a result of this review, our Board unanimously determined that eightnine directors of our 10-membercurrent 11-member Board (80%(82%) are independent: Zein Abdalla, José B. Alvarez, Alan M. Bennett, David T. Ching, Michael F. Hines, Amy B. Lane, John F. O’Brien, and Willow B. Shire.Shire and William H. Swanson. The same determination was made previously with respect to David A. Brandon and Fletcher H. Wiley,Dawn Lepore, who each served on theour Board until June 2011.2014. Each of these directors met our categorical standards of independence. Bernard Cammarata, as Chairman, and Carol Meyrowitz, as Chief Executive Officer, are employed by TJX.TJX and are therefore not independent. Mr. Cammarata is retiring from the Board effective at the 2015 Annual Meeting and therefore not standing for reelection.

Board Nominees and Service at TJX

Board Nominations.Nominations.  The Corporate Governance Committee recommends to the Board individuals asto be director nominees who, in the opinion of the Corporate Governance Committee, have high personal and professional integrity, who have demonstrated ability, perspective and judgment and who will be effective in conjunction with the other nominees to and members of the Board, in collectively serving the long-term best interests of our stockholders. As described below inBoard Expertise and Diversity, the Committee considers a range of factors whenconsidering individual candidates, including professional experience, personal integrity and potential contributions to the Board as a whole. In addition, the Corporate Governance Committee considers each director nominee’s experience, qualifications, attributes and skills in light of our business, including those that are identified in the biographical information contained above underNominees and Their Qualifications.

The Corporate Governance Committee’s process for identifying and evaluating candidates, including candidates recommended by stockholders, 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 proposals from a range of sources, such as the Board of Directors, management, Associates, stockholders and industry contacts; and engaging a third-party search firm to expand our search and assist in compiling information about possible candidates. Mr. Swanson was recommended to the Committee for consideration as a board nominee by our Chief Executive Officer, reviewed by our Corporate Governance Committee and then elected by the full Board effective the beginning of fiscal 2016.

The Corporate Governance Committee has a policy with respect to submission by stockholders of candidates for director nominees which is available on our website. Any stockholder may submit in writing one candidate for consideration for each stockholder meeting at which directors are to be elected by no later than the 120th calendar day before the first anniversary of the date that we released our proxy statement to stockholders in connection with the previous year’s Annual Meeting. Recommendations should be sent to the Secretary of TJX,

The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701. A recommendation must include specified information about, and consents and agreements of, the candidate, as described in the policy. The Corporate Governance Committee evaluates candidates for the position of director recommended by stockholders or others 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.

Board Expertise and Diversity. As a global company with approximately 198,000 Associates at our fiscal year end, we consider diversity among our Associates, customers and vendors to be part of who we are and core to our culture. At the Board level and throughout the organization we strive to promote the benefits of leveraging differences 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 experience, educational background and expertise to provide sound and prudent guidance on our operations and interests. In evaluating the suitability of individual Board nominees, the Corporate Governance Committee does not have a formal policy with respect to diversity, but takes into account many factors, including general understanding of disciplines relevant to the success of a large 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, personal accomplishment, independence and geographic, gender, age, ethnic and racial diversity. The Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that the Committee believes can best perpetuate the success of our business and representrepresents stockholder interests through the exercise of sound judgment using its collective diversity of experience. In addition, the Corporate Governance Committee considers, in light of our business, each director nominee’s experience, qualifications, attributes and skills that are identified in the biographical information contained under “Election of Directors.”

The Corporate Governance Committee’s process for identifying and evaluating candidates, including candidates recommended by stockholders, includes actively seeking to identify qualified individuals by various means which may include reviewing lists of possible candidates, such as chief executive officers of public companies or leaders of finance or other industries; considering proposals from sources, such as the Board of Directors, management, Associates, stockholders and industry contacts; and engaging a third-party search firm to expand our search and assist in compiling information about possible candidates. During fiscal 2012, Mr. Abdalla was recommended to the Corporate Governance Committee by a third-party search firm.

The Corporate Governance Committee has a policy with respect to submission by stockholders of candidates for director nominees which is available on our website atwww.tjx.com. Any stockholder may submit in writing one candidate for consideration for each stockholder meeting at which directors are to be elected by not later than the 120th calendar day before the first anniversary of the date that we released our proxy statement to stockholders in connection with the previous year’s annual meeting. Recommendations should be sent to the Secretary of TJX, c/o Office of the Secretary of The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701. A recommendation must include specified information about, and consents and agreements of, the candidate, as described in the policy. The Corporate Governance Committee evaluates candidates for the position of director recommended by stockholders or others 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.

Board Expertise and Diversity.    We seek to have a Board that represents diversity as to experience, gender and ethnicity/race, but we do not have a formal policy with respect to diversity. We also seek to have a Board that reflects a range of talents, ages, skills, viewpoints, professional experience, educational background and expertise to provide sound and prudent guidance with respect to our operations and interests. All of our directors are financially literate, and, as described in our Audit Committee Report, two members of our Audit Committee are audit committee financial experts. We value the many kinds of diversity reflected in our Board and nominees.

Majority Voting.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 available atwww.tjx.com, require any incumbent nominee for director to provide an irrevocable contingent resignation at or prior to election,election. This resignation would be effective only if such(a) the director fails to receive the requisite majority vote in an uncontested election and (b) the Board accepts suchthe resignation. Our Corporate Governance Principles provide procedures for the consideration of suchthis kind of resignation by the Board. Within 90 days of the date of the annual meeting of stockholders, 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 stockholders and will take what it deems to be appropriate action. Such action, which may include accepting or rejecting the resignation or taking further measures to address those concerns that were the basis for the underlying stockholder vote.

Policies Relating to Board Service.Service Policies. It is our policy that no director shall be nominated who has attained the age of 75 prior to or on the date of his or her election. 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. Under our Audit Committee Charter, members of the Audit Committee should not serve on more than two audit committees of other 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.

Board Committees and Meetings

Board Attendance.Attendance. During fiscal 2012,2015, our Board met 10seven times. Each of our directors attended at least 75% of all meetings of the Board and committees of which he or she was then a member. At eachThe independent directors also met separately at regularly scheduled Board meeting, the independent directors met separately.executive sessions. It is our policy, included in our Corporate Governance Principles, that all nominees and directors standing for electionreelection are expected to attend the annual meeting of stockholders. All nine of our nominees and directors who stood for reelection at the 2014 Annual Meeting were then serving on our Board attended the 2011 Annual Meeting.in attendance.

The Board of Directors has five standing committees: Audit, Corporate Governance, Executive, Executive Compensation and Finance. Each committee’s charter is available on our website atwww.tjx.com.

All members of the Audit, Corporate Governance, Executive Compensation and Finance Committees are independent directors. While each committee has designated responsibilities, the committeeseach committee may act on behalf of the entire Board. The committees regularly report on their activities to the entire Board.

The table below provides information about membership and meetings of these committees during fiscal 2012:2015:

* Committee Chair.

1. Mr. Swanson joined the Board and the Executive Compensation Committee as of the start of fiscal 2016.

2. Ms. Lepore served on the Board and the Finance Committee until June 2014.

Audit Committee.Committee. (Mr. Hines,Chair; Mr. Alvarez; Mr. Ching; Ms. Lane) The Audit Committee is directly responsible for the annual appointment, compensation, retention and oversight of the independent registered public accounting firm and oversight of the financial reporting process. Each member of the Audit Committee is a non-employee director and meets the independence standards adopted by the Board in compliance with New York Stock Exchange (NYSE) listing standards. The Audit Committee operates under the terms of a written charter which is reviewed by members of the committee annually. Specifically, theThe Audit Committee’s responsibilities include:include, among other things:

In addition to assuring the regular rotation of the lead partner of the independent auditor, as required by law, the Audit Committee, including its Chair, has been 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.

Executive Compensation Committee.Committee. (Mr. Bennett,Chair; Mr. Alvarez; Mr. O’Brien; Ms. Shire; Mr. Swanson) The Executive Compensation Committee, or the ECC, is responsible for overseeing executive compensation and benefits. Each member of the ECC is a non-employee director and meets the independence standards adopted by the Board in compliance with New York Stock Exchangeand those required by NYSE listing standards. The ECC operates under the terms of a written charter which is reviewed by the members of the

committee annually. 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 law. Specifically, theapplicable law, regulations and listing standards. The ECC’s responsibilities include:include, among other things:

The ECC also reviewedreviews our compensation policies and practices for our Associates to confirm thatdetermine whether they do not give rise to risks which are reasonably likely to have a material adverse effect on the Company. SeeCompensation Program Risk Assessment,below.

Corporate Governance Committee.Committee. (Ms. Shire,Chair;Mr. Abdalla; Mr. Ching) The Corporate Governance Committee is responsible for recommending nominees for directors to theserve as members of our Board and for overseeing our corporate governance practices. Each member of the Corporate Governance Committee is a non-employee director and meets the independence standards adopted by the Board in compliance with New York Stock ExchangeNYSE listing standards. The Corporate Governance Committee operates under the terms of a written charter which is reviewed by the members of the committee annually. Specifically, theThe Corporate Governance Committee’s responsibilities include:include, among other things:

Executive Committee.Committee. (Mr. Cammarata,Chair; 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.

Finance Committee.Committee. (Ms. Lane,Chair; 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 operates under the terms of a written charter which is reviewed by the members of the committee annually. Specifically, the Finance Committee’s responsibilities include:include, among other things:

Board Leadership Structure and Role in Risk Oversight.

Board Leadership Structure. Our Board annually elects a Chairman of the Board of Directors. The Board has chosen to separate the roles of Chairman and Chief Executive Officer. Consistent with our Corporate Governance Principles, because our current Chairman, Bernard Cammarata, is not independent, our independent directors have elected aan independent Lead Director, John F. O’Brien. In thishis role as Lead Director, among other duties, Mr. O’Brien O’Brien:

The Board believes that the separate roles of Mr. Cammarata, Ms. Meyrowitz and Mr. O’Brien arehave been in the best interests of TJX and its stockholders. Mr. Cammarata has wide-ranging, in-depth knowledge of our business arising from his many years of service to TJX and, as a result, provideshas provided effective leadership for the Board and support for Ms. Meyrowitz and other management. The structure permitsWith Mr. Cammarata’s retirement, the Board plans to elect Ms. Meyrowitz to devotethe additional position of Chairman at the Board meeting immediately following the annual meeting of stockholders. Given her attention to leadingclose involvement with the operations of TJX and focus onher deep knowledge of our Company, our industry and our Board, the executionBoard believes that it will continue to receive effective leadership with Ms. Meyrowitz serving as its Chairman as well as CEO, and that combining the roles at this time

is in the best interests of its business strategy.the stockholders and TJX. Mr. O’Brien provideswill continue to serve as Lead Director and provide independence in TJX’s Board leadership, as provided in the Corporate Governance Principles, through his review and approval of Board meeting agendas, his participation in management business review meetings and his leadership of the independent directors.

Board’s Role in 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 reports to the Board at Board meetings. The Board reviews strategic, financial and execution risks and exposures associated with the annual plan and multi-year plans, any major litigation and other matters that may present material risk to the Company’s operations, plans, prospects or reputation, acquisitions and divestitures and senior management succession planning and receives regular reports from our Chief Compliance Officer and Director of Enterprise Risk. The Audit Committee reviews risks associated with financial and accounting matters, including financial reporting, accounting, disclosure, internal controls over financial reporting, ethics and compliance programs, compliance with orders and data security. The ECC reviews risks related to executive compensation and the design of compensation programs, plans and arrangements. The Corporate Governance Committee deals with risks related to board and CEO evaluations and management succession. The Finance Committee is responsible for risks related to financing, investment, capital structure, liquidity, and investment performance, asset allocation strategies and funding of our benefit plans.

Compensation Program Risk Assessment.    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 2012,2015, the ECC reviewed TJX’s employeeAssociate 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 (a) what risks could be created or encouraged by our executive and broad-based compensation plans and arrangements worldwide, (b) how those potential risks are monitored, mitigated and managed and (c) whether those potential risks are reasonably likely to have a material adverse effect on TJX. The assessment was led by our Chief Compliance Officer and Director of Enterprise Risk, whose responsibilitiesincluderesponsibilities include leadership of our enterprise risk management process, and included consultation with and input by, among others, executive officers, senior human resources and financial executives, the ECC’s independent compensation consultant and internal and external legal counsel. This process included:

Codes of Conduct and Ethics and Other Policies

Global Code of Conduct for Associates. We have a Global Code of Conduct for our Associates designedthat requires our Associates to ensure thatconduct our business is conducted with integrity. Our Global Code of Conduct covers 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. Information about the helpline and procedures arematters, available on our website, atwww.tjx.com.www.tjx.com.

Code of Ethics for TJX Executives and Director Code of Business Conduct and Ethics.. We have a Code of Ethics for TJX Executives governing our Chairman, Chief Executive Officer, 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 also have a Director Code of Business Conduct and Ethics whichthat promotes honest and ethical conduct, compliance with applicable laws, rules and regulations and the avoidance of conflicts of interest.interest for our Board members. We intend to disclose any future amendments to, or waivers from, the Code of Ethics for TJX Executives or the Director Code of Business Conduct and Ethics, as required, within four business days of the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the Securities and Exchange Commission, or SEC.

Stock Ownership Guidelines for Directors and Executives.. Our Corporate Governance Principles provide that a director is expected to acquire initially at least $10,000 of our common stock outright and to attain stock ownership with a fair market value equal to at least five times the annual retainer paid to the directors within five years of initial election to the Board. Our Chief Executive Officer isNew board members are also expected to attainacquire initially at least $10,000 of our common stock outright upon joining the Board. As described further on page 27 in theCompensation Discussion and Analysis section, our executives are also subject to stock ownership with a fair market value equal to at least five times annual base compensationguidelines. As of April 14, 2015, all of our directors and our President, our Chief Financial Officer and each Senior Executive Vice President is expected to attain stock ownership with a fair market value of at least three times annual base compensation. Such ownership guidelines for our executive officers are reduced by 50% at age 62. Executives are expected to make steady progress toward thesewere in compliance with our ownership guidelines and to attain them within five years from their respective dates of hire as or promotion to the above positions. It is expected that executives who have not yet achieved these guidelines will retain 50% of their shares (on an after-tax basis) resulting from the exercise of stock options and vesting of restricted and deferred stock.guidelines.

Board Annual Performance Reviews.Reviews. We have a comprehensive review process for evaluating the performance of our Board and our directors. Our Corporate Governance Committee oversees the annual performance evaluation of the entire Board, our Chairman, our independent Lead Director, each of our committees and its chair, and each of our individual directors. We review our process annually. In addition, each of our independent committees conducts an annual self-assessment.

Environmental Sustainability. As part of our continued commitment to corporate responsibility, TJX has long pursued solutions to sustainability challengesinitiatives that are good for the environment as well as our profitability. We believe in the Company’s profitability.

We continue to be committed tovalue of environmentally sound business practices throughout our operations, including energy and water conservation as well as recycling and waste reduction.reduction efforts. We have discussed our efforts with stockholder groups over the years and understand the importancethat strong, sustainable business practices are important to our business,stakeholders, including stockholders, Associates, customers and the communities of strong, sustainable business practices.in which we work, and we work hard to evolve and improve our programs each year. Our corporate social responsibility report, which highlights efforts we have made in these initiatives, is available on our website,at www.tjx.com,. in the Corporate Responsibility section.

Online Availability of Information.    The current versions of our Corporate Governance Principles, Global Associate 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 atwww.tjx.com.

Communications with theour Board

Security holders and other interested parties may communicate directly with theour Board, the non-management directors or the independent directors as a group, specified individual directors or the Lead Director by writing to such individual or group c/o Office of the Secretary, The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701. The Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the Board.Board meeting. Stockholders and others can communicate complaints regarding accounting, internal accounting controls or auditing matters by writing to the Audit Committee, c/o Vice President, Corporate Internal Audit Director, The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701.

Transactions with Related Persons

Under the Corporate Governance Committee’s charter, thethat Committee is responsible for reviewing and approving or ratifying any transaction in which TJX is a participant and any of our directors, director nominees, executive officers, 5% stockholders and their immediate family members is a participant and in which such person 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 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.

In April 2012, we acquired two office buildings in Marlborough, Massachusetts intended to be used as part of our corporate headquarters for an aggregate purchase price of approximately $62.5 million from affiliates of FMR LLC, which, with its related funds, beneficially owns more than 5% of our outstanding stock. We employ During fiscal 2015, Charles Barios, theBairos, brother-in-law of Ms. Meyrowitz, our CEO, as a Managerand Barbara House, sister-in-law of Technical Services. HeMr. Sherr, an executive officer, were employed by TJX. They received compensation from us, consistent with other Associates at his leveltheir respective levels and with his responsibilities, that totaledtotaling approximately $145,436$173,151 and $201,857, respectively, for fiscal 2012,2015, including salary and incentive compensation (cash and he participatesequity). They each also participated in company benefit plans generally available to similarly situated Associates. Lisa Cammarata, daughter of Mr. Cammarata, our Chairman, is an executive and owner of one of the vendors from which TJX acquires merchandise from time to time. During fiscal 2015, TJX purchased approximately $4.7 million in merchandise from that vendor and during fiscal 2016 to the date of this proxy statement, approximately $0.8 million. Our Corporate Governance Committee discussed and approved these transactions, consistent with our review process described above.

Audit Committee Report

We operateThe 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 New York Stock ExchangeNYSE 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.

The Audit CommitteeWe met 1112 times during fiscal 2012,2015, including four 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 2015 with management and PwC. We received the written disclosures and the letter from PwC pursuant to Rule 3526, Communication with Audit Committees Concerning Independence,required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the independent accountant’s communications with the audit committee concerning any relationships between PwC and TJXindependence 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 identification of audit risks.

We discussedreviewed and revieweddiscussed with PwC communications required by the Standards of the PCAOB (United States), as described in PCAOB AU Section 380,Auditing Standard 16, “Communication with Audit Committees,” and, with and without 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 2015 for filing with the SEC. We also have selected PwC as the independent registered public accounting firm for fiscal 2016, subject to ratification by TJX’s stockholders.

Audit Committee

Michael F. Hines,Chair

José B. Alvarez

David T. Ching

Amy B. Lane

Auditor Fees

The aggregate fees that TJX paid for professional services rendered by PwC for fiscal 20122015 and fiscal 20112014 were:

We pre-approveThe Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of PwC. The Audit Committee of the Board pre-approves all audit services and all permitted non-audit services

by PwC, including engagement fees and terms. We haveThe Audit Committee has delegated the authority to take such action between meetings to the Audit Committee chair, 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 the audit, broker-dealer, investment adviser, or investment banking services or human resource consulting. In addition, we evaluatethe Audit Committee evaluates whether TJX’s use of PwC for permitted non-audit services is compatible with maintaining PwC’s independence. WeThe Audit Committee concluded that PwC’s provision of non-audit services, which wewere approved in advance, was compatible with their independence.

We reviewed and discussed the audited financial statements of TJX as of and for fiscal 2012 with management and PwC. Management has the responsibility for the preparation of TJX’s financial statements, and PwC has the responsibility for the audit of those statements.

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 2012 for filing with the SEC. We also have selected PwC as the independent registered public accounting firm for fiscal 2013, subject to ratification by TJX’s stockholders.

Audit Committee

Michael F. Hines,Chair

José B. Alvarez

David T. Ching

Amy B. Lane

Beneficial OwnershipBENEFICIAL OWNERSHIP

The following table shows, as of April 16, 2012,14, 2015, 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. All share and share-based numbers in this proxy statement reflect the two-for-one stock split effected February 2, 2012.

The total number of shares beneficially owned by each individual and by the group above constitutes, in each constitutescase, less than 1% of the outstanding shares. Reflects sole voting and investment power except as indicated in footnotes below.

nominees and executive officers as a group, 657,848. Includes performance-based restricted shares that are subject to forfeiture restrictions: Mr. Herrman, 420,000; Ms. Meyrowitz, 240,000; Mr. Naylor, 110,000; Mr. Rossi, 96,000 and all directors, nominees and executive officers as a group, 1,197,500. Includes vested deferred shares (and estimated deferred shares for accumulated dividends) held by the following directors: Mr. Abdalla, 677; Mr. Alvarez, 25,581; Mr. Bennett, 25,581; Mr. Ching, 18,880; Mr. Hines, 27,748; Ms. Lane, 28,079; Mr. O’Brien, 45,442; Ms. Shire, 45,616 and all directors, nominees and executive officers as a group, 217,604. Includes estimated deferred shares (and estimated deferred shares for accumulated dividends) that vest within 60 days of April 16, 2012 held by the following directors: Mr. Abdalla, 677; Mr. Alvarez, 2,546; Mr. Bennett, 2,546; Mr. Ching, 2,546; Mr. Hines, 2,546; Ms. Lane, 2,546; Mr. O’Brien, 2,546; Ms. Shire, 2,546 and all directors, nominees, and executive officers as a group, 18,499.

The following table shows, as of April 16, 2012,14, 2015, each person known by us to be the beneficial owner of 5% or more of our outstanding common stock:

The amounts above are based on ownership of FMR LLC at December 31, 2011, as indicated in its Schedule 13G/A filed with the SEC on February 14, 2012, which reflected sole voting power with respect to 5,289,370 of the shares and sole dispositive power with respect to 95,850,314 shares.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers to file reports of holdings and transactions in our common stock with the SEC and the New York Stock Exchange.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 were timely filed.filed, other than a delay in filing a Form 4 to report transfers of shares for equivalent value to Mr. Cammarata from three family trusts and to report the surrender of shares to TJX for tax withholding upon vesting of Ms. Meyrowitz’s performance-based restricted stock award in March 2015.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis section provides details of the compensation for fiscal 2015 for our fiscal 2015 named executive officers: Carol Meyrowitz, Chief Executive SummaryOfficer; Ernie Herrman, President; Michael MacMillan, Senior Executive Vice President, Group President; Richard Sherr, Senior Executive Vice President, Group President; and Scott Goldenberg, Senior Executive Vice President, Chief Financial Officer.

OverThis section is organized into the last 10 years, ourfollowing parts:

> Executive Summary: Performance and Program Highlights

> Overview of Process: How Compensation Decisions Are Made

> Compensation Program Elements

> Related Policies and Considerations

> Executive Summary: Performance and Program Highlights

TJX is the leading off-price apparel and home fashions retailer in the United States and worldwide. Our management has led TJX’s excellentvery strong performance at TJX through weak and strong economies, more than doubling sales and earnings.economies. We believe our compensation program has been a key component to achieving this success and is critical to motivating our management to achieve our business goals, encouraginggoals. We also believe that a key component to our success is maintaining the ability to develop new and existing talent to execute our business model and long-term, strategy, rewarding them forglobal strategy. Our overall compensation philosophy is to create a balanced program to attract and retain top talent, motivate executives to achieve our business objectives, reward performance, and retaining them. The fiscal 2012 compensationmaintain shareholder-friendly pay practices that help align the interest of our named executive officers reflects our strong performance for the fiscal year.Associates and shareholders.

Our Performance

Fiscal 20122015 was anothera successful year for TJX.

Our performance continued to reflectmanagement’s strong execution by our management of our business model.

Compound Annual Adjusted EPS* Growth RatesTJX Market Capitalization FY11 - FY15		TJX Market Capitalization FY08 - FY12
		Fiscal 2015
		$29.1 B Net Sales
		16% Total Stockholder Return
		$45.2 B Market Cap
		176 / 3,395 Net New Stores/Total Stores

We reached $29.1 billion in net sales, 6% more than last year. We added a net of 176 new stores in fiscal 2015, continuing our growth across our geographies. Our total stockholder return was 16% for fiscal 2015 on top of 28% for the year before. Our market capitalization continued to grow, from $40.4 billion in fiscal 2014 to $45.2 billion at the end of fiscal 2015.

	Computer Intrusion related costs from GAAP
Total Stockholder Return Growth Rates		Adjusted EPS of $1.04. TJX fiscal 2011 adjusted EPS of $1.75 excludes $0.11 per share for A.J. Wright closing costs and a $0.01 per share benefit for a reduction in Computer Intrusion related costs from GAAP EPS of $1.65. TJX fiscal 2012 adjusted EPS of $1.99 excludes $0.04 per share for A.J. Wright closing costs and $0.02 per share from costs related to the conversion and grand re-opening of certain former A.J. Wright stores to other banners from GAAP EPS of $1.93. These measures may not foot due to rounding. TJX GAAP EPS for fiscal 2010 was not adjusted.Growth Rates*

As a result of our performance-based compensation program, our executives’ fiscal 2012 compensation reflects our outstanding performance.

Our Compensation Program

We have a total compensation approach focused on performance-based incentive compensation that seeks to:

Our plan-based compensation program for fiscal 2015 reflects our executives is heavily weighted to incentive compensation that is at risk. Base salary is the only one of the four principal elements of our compensation program that is fixed. Each of the other elements is variable: short- and long-term cash incentive plan awards are earned solely on the achievement of objective performance goals, vesting of performance-based restricted stock requires achievement of objective performance goals, and stock options have value only to the extent the value of our stock increases. As shown in the following charts, performance-based compensation (equity incentives, short-term cash incentives and long-term cash incentives) constituted a significant portion of our named executive officers’ (NEOs) direct annual compensation at target in fiscal 2012.

Fiscal 2012 Compensation Elements*strong performance.

*Notes on Charts:

1. Adjusted earnings per share (EPS) of TJX and several of the peer group members exclude from diluted EPS from continuing operations computed in accordance with U.S. generally accepted accounting principles (GAAP) the positive and negative effects of items that affect comparability between periods. Peer group average includes only those companies with positive adjusted EPS in the most recent fiscal year or comparable period. Our fiscal 2011 adjusted EPS of $1.75 does not include the negative impact of $0.11 per share from operating losses and closing costs of A.J. Wright stores and $0.01 per share benefit for a reduction for Computer Intrusion related costs from GAAP EPS of $1.65. Our fiscal 2012 adjusted EPS of $1.99 excludes the negative impact of $0.06 per share from the A.J. Wright consolidation from GAAP EPS of $1.93. Our fiscal 2013 adjusted EPS of $2.47 excludes an estimated $0.08 per share benefit from the 53rd week from GAAP EPS of $2.55. Our fiscal 2014 adjusted EPS of $2.83 excludes an $0.11 per share tax benefit from GAAP EPS of $2.94. Our fiscal 2015 adjusted EPS of $3.16 excludes the impact of a second quarter debt extinguishment charge of $.01 per share from GAAP EPS of $3.15.

2. In the CEO Pay for Performance chart, Total Compensation for our CEO for each fiscal year consists of base salary, annual and long-term cash incentives (MIP and LRPIP) with performance periods ending in that fiscal year, stock options valued at grant date and performance-based stock awards valued at grant date and allocated to the year of the related performance and service (seeReporting of Performance-Based Stock Awards, below). Reconciliations of adjusted EPS are included in the note above. Information reflected in this chart differs from, and is not a substitute for, the information presented in the Summary Compensation Table on page 30 of this proxy statement.

3. In the Fiscal 2015 Compensation Elements chart on page 18, Other NEO Average includes all named executive officers other than the CEO. Target compensation for both the CEO and other NEOs consists of annual salary, target cash incentive awards with performance periods ending in fiscal 2015 (fiscal 2015 MIP and fiscal 2013-2015 LRPIP), performance-based stock awards with performance periods ending in fiscal 2015 (valued at grant date fair value) and fiscal 2015 option awards (valued at grant date fair value).

Elements ofTJX Compensation Program Highlights

IncentiveOur compensation comprisesprogram emphasizes variable, performance-based compensation. These elements constituted a substantialsignificant portion of eachtarget compensation for our named executive officer’s compensation opportunity. These incentives directly tie the amount of each named executive officer’sofficers in fiscal 2015, as shown below.

Fiscal 2015 Compensation Elements*

*SeeNotes on Charts on page 17 for more information.

Key Principles

Key Program Elements and Objectives

The table below describes the key elements of our compensation program for our named executive officers. In addition to the more specific objectives summarized below, all elements of our program are shown below:intended to help us attract and retain talented individuals.

In addition, we provide health and welfare, deferred compensation and retirement benefits, as well as limited perquisites, to further support our competitive position and promote retention. We also provide relocation-related benefits, including tax equalization, to facilitate deployment of our Associates in global service.

Our incentive compensation program is consistent and transparent to our Associates.    The targets that must be achieved to earn incentive awards and performance-based restricted stock are clear, objective and directly reflect our targeted operating performance. The incentive compensation targets for all of our divisions are derived from our Board-approved business plans, which, in turn, form the basis for our corporate incentive targets.Stockholder Response

Our compensation program aligns the interests of our Associates, our businesses and our stockholders and is designed to drive outstanding performance.    The incentive plan targets are derived from our business plans, focusing all of our executives and other key Associates on the same objectives. For our short-term cash incentive plan, the ECC selected an annual operating profit goal measure based on pre-tax income. Annual performance for divisional level Associates is measured based on targets taken from the divisional business plans and annual performance for our executives and other corporate Associates is measured against an aggregation of those divisional targets. For our long-term cash incentive plan, the ECC selected an operating goal and approved a

target that is the weighted aggregation of multi-year divisional profit targets, designed to measure results over the long term. The weighting and aggregation of the long term divisional goals, based on adjusted pre-tax income measures, adds focus on performance division by division and encourages growth and performance of the smaller divisions. The business plans that underlie our incentive targets also are the basis for the projections of performance that we give to investors at the beginning of each fiscal year. As a result, our incentive targets across the company drive the performance that we need to achieve our projections and align the interests of our Associates and those of our stockholders.

We believe that our approach to compensation serves to align management’s interests with those of shareholders and has contributed to our strong overall performance over many years in all types of business environments. As of the end of fiscal 2012, our total stockholder return significantly exceeded the performance of the general market (S&P 500) and our industry index (Dow Jones U.S. Apparel Retailers Index) over the past three- and five-year fiscal periods.

TJX Total Shareholder Return Growth v. Market and Retail Indexes

We maintain shareholder friendly pay practices.

Our stockholders showedhave shown strong approval forof our executive compensation program.    At our last annual meeting, Holders of more than 97% of our stockholdersthe shares voting on the proposal have approved our advisory “say“say-on-pay” proposal each year since 2011 when we first asked stockholders to vote on pay” proposal on the compensation of our executive officers.an advisory say-on-pay proposal. The ECC viewsbelieves that these results as demonstratingreflect our stockholders’ support for our approach to executive compensation, including the focus on incentive components linked to our performance, and washas been mindful of this stockholder support when acting on compensation matters during the remainder of fiscal 2012 and in considering compensation for fiscal 2013.matters.

> Overview of Process: How Compensation Decisions Are Made

The Executive Compensation Committee (ECC),ECC, an independent committee of our Board of Directors, is responsible for compensation design and for approving compensation for our executive officers. The ECC has the authority, without Board or management approval, to retain and terminate its compensation consultants and to determine their fees and terms of engagement. The ECC reviews and approves compensation matters at various meetings during the year.

The ECC has used the same principle of compensation design for many years: establish a program of total compensation competitive with our peers, heavily weighted toward objective, performance-based incentives.incentives that focus on execution and reward achievement of our core business goals. In determining the overall level of executive compensation and establishing the allocationdesign and mix of its components,specific elements, the ECC considers various quantitative and qualitative factors, such as company and divisional performance, individual executive performance and responsibility,responsibilities, market data and peer practices, its experience with existing compensation programs, results of our advisory votes on executive compensation, the limitation on income tax deductions imposed by Section 162(m) of the Internal Revenue Code (Section 162(m)), recruitment, retention and succession planning.planning, contractual obligations, promotions, organizational changes, relocations and transitional roles.

The ECC has an annual cycle of executive compensation actions and also acts to address any special actions in connection with management changes; employment agreements; retirement plans, deferred compensation and other benefits; and other ECC charter responsibilities. The ECC typically reviews and approves elements of compensation for our overall corporate and divisional performance as well asnamed executive officers on the individual performance of the executives, including both quantitative and qualitative performance factors. In setting targets and evaluatingannual schedule below:

As discussed further below, the ECC consults with and reviews various metricsdata from an independent compensation consultant to assess the overall competitiveness of corporate performance, including adjusted EPS. our executives’ individual compensation and our compensation program overall and to determine appropriate levels and mix of individual compensation components.

Role of Executives

Our named executive officers play a limited role in determining executive compensation. Our CEO provides an annual self-assessment to the Corporate Governance Committee and makes recommendations to the ECC regarding compensation of our other named executive officers. These recommendations are based on annual performance reviews completed by the executive to whom each named executive officer directly reports. The ECC also receives a performance evaluation of our CEO, including her achievement of performance objectives set by the Corporate Governance Committee, which does not make compensation process. Our namedrecommendations. The ECC considers these performance reviews and recommendations, among other factors, in establishing base salaries, cash incentive opportunities and equity grants for our executive officers. More generally, executive officers participate in our strategic planning process and recommend to the Board for its review and approval the annual and multi-year business plans for TJX and its divisions. These approvedBoard-approved plans are the basis for the short- and long-term incentive performance targets and the restricted stock award performance criteria, all of which are approved by the ECC. Additionally,The ECC regularly meets in executive session (without our CEO provides an annual self-assessmentmanagement directors present) and annual performance reviews of the other namedinvites executive officers and makes recommendations to the ECC regarding the base salaries andattend other elementsportions of compensation for those executives. The Corporate Governance Committee of the Board provides the ECC with a review of the performance of our CEO for the year, including her achievement of performance objectives set by the Corporate Governance Committee in addition to those provided in our incentive plans, but does not make compensation recommendations. The ECC then considers these performance reviews and recommendations in establishing base salaries, cash incentive opportunities and equity grants.its meetings.

Compensation Consultants

The ECC also consults withhas the authority, without Board or management approval, to retain and reviews data from aterminate compensation consultantconsultants and advisors and to assess the overall competitivenessdetermine their fees and terms of our executives’ individual compensation and our compensation programs overall. For fiscal 2012 compensation, as discussed below under “ECC Compensation Consultant and Peer Group Information,” theengagement. The ECC reviewed peer group data provided byengaged Pearl Meyer & Partners, LLC, (PM&P), its independent compensation consultant, with respect to the named executive officers. The ECC also receives advice from PM&P on other matters, such as contracts with executives and plan targets.

The ECC considers the effects on retention and succession at the executive officer and other management levels when determining the levels and design of compensation. The ECC takes into account contractual obligations, historical compensation practices believed successful and the limitation on income tax deductions imposed by Section 162(m) of the Internal Revenue Code (Section 162(m)). The ECC also considers matters such as recruitment, new hires, promotions, organizational changes, relocations and transitional roles.

The ECC uses all of this information to determine the overall level and appropriate mix of short-term versus long-term incentive opportunities and cash versus equity-based compensation and opportunities to provide a competitive mix and encourage achievement of our short- and long-range goals and also encourage employee retention and succession. The ECC separately determines individual compensation components at its various meetings throughout the year. The ECC also uses this information to determine the appropriate level of retirement benefits, deferred compensation opportunities and limited perquisites. These help us maintain our competitive position and retain our executives.

ECC Compensation Consultant and Peer Group Information

The ECC engagedor PM&P, to serve as the independent compensation consultant to the ECC for fiscal 2012.2015. PM&P provided industry, peer and market data and advised the ECC with respect toon a variety of matters, including the design and competitive positioning of basekey compensation elements (base salary, annual bonus and long-term cash and equity incentivesincentives) for our named executive officers and other senior management, including

the establishment and evaluation of a compensation peer group, employment agreement terms, aggregate equity usage and program review, practices and updates on trends and regulatory developments. The ECC uses this information to determine the design, overall level and appropriate mix of employment agreements.fixed and variable compensation, appropriate plan metrics, short-term and long-term incentive opportunities and cash and equity-based opportunities and to determine individual compensation components, including benefits and perquisites. PM&P did not perform any services for TJX other than work for the ECC and for the Corporate Governance Committee with respect to compensation of directors. PM&P reported directly to the ECC, which determined the scope of PM&P’s engagement and its fees.

The ECC regularly reviews the services provided to the ECC by outside consultants and believes that PM&P is independent in providing executive compensation consulting services. During fiscal 2015, the ECC reviewed its existing relationship with PM&P, including potential conflicts of interest, and determined that PM&P’s work for the ECC did not raise any conflicts of interest and that PM&P continued to be an independent advisor to the ECC.

During fiscal 2015, our management engaged The Hay Group as a compensation consultant to review our broader-based equity and cash incentive programs for eligible Associates, including our named executive officers. The Hay Group conducted its analysis of the broader programs based on interviews with management and ECC members and peer and market data. After the ECC considered factors relevant to the independence of The Hay Group and determined that its work did not raise any conflict of interest, The Hay Group presented its findings to the ECC as a supplement to the analysis and advice from PM&P.

Peer Group

As described above, the ECC uses a peer group to provide context for its compensation decision-making for our named executive officers. Each year, theThe ECC considers revisions to theregularly assesses this peer group and inconsiders revisions. Before the start of fiscal 2011 it substantially revised the peer group. In June 2011,2015, advised by PM&P, the ECC reviewed the composition of its peer group including considerations ofto be considered in establishing and evaluating fiscal 2015 compensation for our named executive officers and determined that the following pre-determined criteria:group of 19 large, publicly traded consumer-oriented companies would be appropriate:

The ECC determined that the above group was an appropriate peer group for TJX for fiscal 2015 based on criteria that included the following:

The ECC determined thatconsidered all of these criteria and constructed the followingfiscal 2015 peer group to reflect a level of 17 large, publicly traded consumer-oriented companies usedbusiness complexity and performance more similar to TJX’s (which resulted in removing J.C. Penney and adding eBay, Inc. and Walgreens as compared to the fiscal 2011 continued to be an appropriate2014 peer group for TJX for fiscal 2012:group).

Fiscal 2012 Peer Group Companies

Although the ECC uses peer group data to provide context for its own determinations, it does not target compensation or any element of compensation for our named executive officers by reference to any specified level at the peer group.

> Compensation DesignProgram Elements

Compensation for our named executive officers includes base salary, incentive compensation (both equitycash and cash)equity) and other benefits, each of which is described further below. TheRather than applying a set formula, the ECC evaluates and balances the portion of total compensation payable as each elementoverall mix of compensation rather than applying a set formula.elements.

Base Salary

Each of our named executive officers receives a base salary in cash during the fiscal year. Base salary contributesyear that is intended to our overall compensation approach by providingprovide competitive, fixed compensation to attract and retain talented individualsthe executive at a level that reflects the executive’scommensurate with his or her responsibilities, performance, experience and value in the marketplace. Base salaries are typically reviewed on an annual basis and also at the time of amay be reviewed in connection with new employment agreement, promotion,agreements, new positions, or other significant changes in responsibilities. Base salaries at the end of fiscal 2015 are listed below.

Incentive Compensation

Cash Incentives

A significant portion of each named executive officer’s compensation is equity andconsists of cash incentive compensationincentives granted under awards requiring an increase in the value of our stock orManagement Incentive Plan (MIP) and Long Range Performance Incentive Plan (LRPIP). Awards under these plans require achievement, of performance goals, at levels specified by the ECC, of performance goals based on performance measures approved by our stockholders. Performance results for both MIP and LRPIP must be certified by the ECC, which has the authority to reduce but not increase the awards to our named executive officers. All MIP and LRPIP awards are subject to a maximum individual payout limit under plan terms (no more than $5.5125 million for fiscal 2015 MIP and no more than $5 million for the fiscal 2013-2015 LRPIP cycle). Our equity-based and cash incentive compensation forincentives granted to our U.S. named executive officers induring fiscal 2012 was2015 were intended to qualify for an exemption from the deduction limitation rules of Section 162(m).

Short-TermAnnual Cash Incentives (MIP). The annualshort-term cash incentive awards made under our Management Incentive Plan (MIP)MIP are designed to motivate our named executive officers and other key Associates to achieve or exceed a performance target established

pre-established by the ECC for the fiscal year. Each individual MIP award has a target award opportunity, based on achievementexpressed as a percentage of this target.base salary earned during the fiscal year, tied to fiscal year goals for one or more of the divisions (divisional goals) or a combination of our four major divisions (corporate goals). The actual payout of a MIP award is determined by measurement of actual performance againstgoals and target opportunities for our named executive officers for fiscal 2015 are shown below.