Audit Committee.    The Audit Committee is responsible for the annual appointment 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 listing standards. The Audit Committee operates under the terms of a written charter which is reviewed by members of the committee annually. Specifically, the Audit Committee’s responsibilities include:

Executive Compensation Committee.    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 Exchange 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, the ECC’s responsibilities include:

The ECC also reviews our compensation policies and practices for our Associates and determined that they do not give rise to risks which are reasonably likely to have a material adverse effect on the Company, as described below in Compensation Program Risk Assessment.

Corporate Governance Committee.    The Corporate Governance Committee is responsible for recommending nominees for directors to the Board and for 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 Exchange 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, the Corporate Governance Committee’s responsibilities include:

Executive Committee.    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.    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:

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 a Lead Director, John F. O’Brien. In his role as Lead Director, among other duties, Mr. O’Brien:

The Board believes that the separate roles of Mr. Cammarata, Ms. Meyrowitz and Mr. O’Brien are 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, provides effective leadership for the Board and support for Ms. Meyrowitz and other management. The structure permits Ms. Meyrowitz to devote her attention

to leading TJX and focus on the execution of its business strategy. Mr. O’Brien provides 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. In general terms:

Compensation Program Risk Assessment.    As part of our regular enterprise risk assessment process overseen by the Board and described above, we review the risks associated with our compensation plans and arrangements. In fiscal 2013, the ECC reviewed TJX’s employee 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 responsibilities 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 designed to ensure that 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 reporting procedures are available on our website,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 that promotes honest and ethical conduct, compliance with applicable laws, rules and regulations and the avoidance of conflicts of interest. 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 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 aat least two-thirds of the members of our Board will be independent directors. The Board evaluates any relationships of each director with TJX and makes an affirmative determination whether or not each director is expected to acquire initially at least $10,000independent. To assist it in making its independence determination, the Board has adopted categorical independence standards in our Corporate Governance Principles. As part of the Board’s annual review of director independence, the Board considered the recommendation of our common stock outrightCorporate Governance Committee and reviewed any transactions and relationships between each non-management director or any member of his or her immediate family and TJX in accordance with our Corporate Governance Principles. The purpose of this review was to attain stock ownershipdetermine whether there were any such relationships or transactions and, if so, whether they were inconsistent with a fair market value equal to at least five timesdetermination that the annual retainer paid to thedirector was independent.

As a result of this review, our Board unanimously determined that nine directors within five years of initial election to the Board. Ourour current11-member Board (82%) are independent: Zein Abdalla, José B. Alvarez, Alan M. Bennett, David T. Ching, Michael F. Hines, Amy B. Lane, John F. O’Brien, Willow B. Shire and William H. Swanson. None of these directors had any relationship with TJX that implicated our categorical standards of independence. Carol Meyrowitz, as Executive Chairman, and Ernie Herrman, as Chief Executive Officer, is expected to attain stock ownership with a fair market value equal to at least five times annual base compensation 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 ourare executive officers of TJX and are reduced by 50% at age 62. Executives are expected to make steady progress toward these ownership guidelinestherefore not independent. Similarly, Bernard Cammarata, who was an executive officer of TJX and to attain them within five years from their respective datesserved as Chairman 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) resultingBoard until his retirement from the exercise of stock optionsBoard in June 2015, was not independent.

Board Nominees and vesting of restricted and deferred stock.Service at TJX

Board Annual Performance Reviews.    We have a comprehensive review process for evaluating the performance of our Board and our directors. OurNominations. The Corporate Governance Committee overseesrecommends to the annual performance evaluationBoard individuals to be director nominees who, in the opinion of the entire Board, our Chairman, our Lead Director, eachCorporate Governance Committee, have high personal and professional integrity, have demonstrated ability and judgment and will be effective in collectively serving the long-term best interests of our committees and its chair, and each of our individual directors.

Environmental Sustainability.stockholders. As part of our continued commitment to corporate responsibility, TJX has long pursued solutions to sustainability challenges that are good for the environment as well as our profitability. We believedescribed below in the importance of environmentally sound business practices throughout our operations, including energy and water conservation as well as recycling and waste reduction efforts. We have discussed our efforts with stockholder groups over the years and understand the importance of strong, sustainable business practices to our business, stockholders, Associates, customers and communities. Our corporate social responsibility report, which highlights efforts we have made in these initiatives, is available on our website,www.tjx.com.

Online Availability of Information.

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 current versionsBoard evaluates any relationships of each director with TJX and makes an affirmative determination whether or not each director is independent. To assist it in making its independence determination, the Board has adopted categorical independence standards in our Corporate Governance Principles. 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 in accordance with our Corporate Governance Principles. 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 nine directors of our current11-member Board (82%) are independent: Zein Abdalla, José B. Alvarez, Alan M. Bennett, David T. Ching, Michael F. Hines, Amy B. Lane, John F. O’Brien, Willow B. Shire and William H. Swanson. None of these directors had any relationship with TJX that implicated our categorical standards of independence. Carol Meyrowitz, as Executive Chairman, and Ernie Herrman, as Chief Executive Officer, are executive officers of TJX and are therefore not independent. Similarly, Bernard Cammarata, who was an executive officer of TJX and served as Chairman of the Board until his retirement from the Board in June 2015, was not independent.

Board Nominees and Service at TJX

Board Nominations. The Corporate Governance Committee recommends to the Board individuals to be director nominees who, in the opinion of the Corporate Governance Committee, have high personal and professional integrity, have demonstrated ability and judgment and will be effective in collectively serving the long-term best interests of our stockholders. As described below inBoard Expertise and Diversity, the Corporate Governance Committee considers a range of factors when considering 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. Herrman was nominated to be a director by our Corporate Governance Committee and then elected by the full Board effective in October 2015 as part of our succession planning.

The Corporate Governance Committee has a policy for stockholder recommendations 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. Stockholders wishing to recommend a candidate must submit the recommendation by a date not later than the 120^th 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. As described in the policy, a recommendation must provide specified information about, certifications from and consents and agreements of, the candidate. The Corporate Governance Committee evaluates candidates for the position of director recommended by stockholders 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 216,000 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, inclusion and promoting a talented and diverse workforce. We seek to have a Board that represents diversity as to experience, gender and ethnicity/race and that reflects a range of talents, ages, skills, viewpoints, professional 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 and complex publicly traded company in today’s business environment; understanding of our business and industry; professional background and leadership experience; experience on the boards of other large publicly traded companies; personal accomplishments; integrity; 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 continue the success of our business and represent stockholder interests through the exercise of sound judgment using its collective diversity of experience. We value the many kinds of diversity reflected in our Board and nominees.

Majority Voting. Our by-laws provide for the election of directors in an uncontested election by a majority of the shares properly cast at the meeting. Our Corporate Governance Principles require any incumbent nominee for director to provide an irrevocable contingent resignation to the Secretary of TJX at least 14 days in advance of the distribution date for proxy solicitation materials for the stockholder meeting at which such director is expected to be nominated to stand for election. This resignation would be effective only if (a) the director fails to receive the requisite majority vote in an uncontested election and (b) the Board accepts the resignation. Our Corporate Governance Principles provide procedures for the consideration of this kind of resignation by the Board. Within 90 days of the date of the annual meeting of 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, 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.

Board 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, including the TJX Board. 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. During fiscal 2016, our Board met seventimes. The independent directors also met separately at regularly scheduled executive sessions. It is our policy, included in our Corporate Governance Principles, that all directors standing for reelection are expected to attend the annual meeting of stockholders. All directors who stood for reelection at the 2015 Annual Meeting were in attendance.

The Board of Directors has five standing committees: Audit, Corporate Governance, Executive, Executive Compensation and Finance. All members of the Audit, Corporate Governance, Executive Compensation and Finance Committees are independent directors. 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. While each committee has designated responsibilities, each 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 2016:

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 its charter, the Corporate Governance Committee’s charter, the Committee is responsible for reviewing and approving or ratifying any transaction in which, in addition to TJX, and any of our directors, director nominees, executive officers 5% stockholders and(or their immediate family membersmembers) or any greater than 5% stockholders (or 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 Corporate Governance Committee may deem relevant. Our General Counsel’s office is primarily responsible for the implementation of processes and procedures for screening potential transactions and providing information to the Corporate Governance Committee. During fiscal 20132016, Charles Bairos, the brother-in-law of Ms. Meyrowitz, our CEO wasand a director during fiscal 2016, and Barbara House, sister-in-law of Mr. Sherr, an executive officer, were employed by TJX as a Manager of Technical Services. HeTJX. They received compensation from us, including salary for fiscal 2016 and the beginning of fiscal 2017 and incentive compensation (cash and equity) earned for fiscal 2016, consistent with other Associates at his leveltheir respective levels and with his responsibilities, that totaledtotaling approximately $179,011 for fiscal 2013, including salary and incentive compensation, and he$207,600and $299,500, respectively. They each also participated in company benefit plans generally available to similarly situated Associates. Lisa Cammarata, daughter of Mr. Cammarata, our Chairman until June 2015, is an executive and principal of a vendor from which TJX acquires merchandise from time to time. TJX purchased approximately $4.5million in merchandise from that vendor during fiscal 2016 through the beginning of fiscal 2017. As described below in Beneficial Ownership, The Vanguard Group reported that it was the beneficial owner of more than 5% of TJX’s outstanding common stock. TJX expects to pay The Vanguard Group, Inc. and its affiliates approximately $375,000 for services primarily provided during the second half of fiscal 2016 and the first quarter of fiscal 2017 in connection with TJX’s retirement savings plans (including recordkeeping, trustee and related services). Our Corporate Governance Committee discussed and approved this transaction,or ratified 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 1211 times during fiscal 2013,2016, including four meetingsfourmeetings 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 2016 with management and PwC. We received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the independent accountant’s communications with the audit committee concerning independence and the potential effects of any disclosed relationships on PwC’s independence and discussed with PwC its independence. We discussed with management, the internal auditors and PwC, TJX’s internal control over financial reporting and management’s assessment of the effectiveness of internal control over financial reporting and the internal audit function’s organization, responsibilities, budget and staffing. We reviewed with both PwC and our internal auditors their audit plans, audit scope and 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 2016 for filing with the SEC. We also have selected PwC as the independent registered public accounting firm for fiscal 2017, subject to ratification by TJX’s stockholders.

Auditor Fees

The aggregate fees that TJX paidwas billed for professional services rendered by PwC for fiscal 20132016 and fiscal 20122015 were:

The Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of Sierra Trading Post in fiscal 2013.

We pre-approvePwC. 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,chairman, who reports the decisions made to the full Audit Committee at its next scheduled meeting.

Our policies prohibit TJX from engaging PwC to provide any services relating to bookkeeping or other services related to accounting records or financial statements, financial information system design and implementation, appraisal or valuation services, fairness opinions or contribution-in-kind reports, actuarial services, internal audit outsourcing, any management function, legal services or expert services not related to 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 2013 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 2013 for filing with

the SEC. We also have selected PwC as the independent registered public accounting firm for fiscal 2014, 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 15, 2013,11, 2016, 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.group:

The total number of shares beneficially owned by each individual and by the group above constitutes, in each case, less than 1% of the outstanding shares. ReflectsThe amounts above reflect sole voting and investment power except as indicatedpower.

Shares listed in footnotes below.the above table:

The following table shows, as of April 15, 2013,11, 2016, each person known by us to be the beneficial owner of more than 5% or more of our outstanding common stock:

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires our directors and executive officers to file reports of holdings and transactions in our common stock with the SEC and the 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, other than a delay in reportingfiling one Form 4 to report the grant of shares delivered under a deferred share award grantedof restricted stock to and previously reported for a director, Mr. Abdalla, and a delayHerrman in reporting the sale of common stock under a Rule 10b5-1 plan by an executive officer, Mr. Sherr.March 2015.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section is organized into the following parts:

Executive SummarySummary: Our Performance and Compensation Program Highlights

Overview of Process: How Compensation Decisions Are Made

Compensation Program Elements

Related Policies and Considerations

Executive Summary: Our Performance and Compensation Program Highlights

Our Performance

TJX is the leading off-price apparel and home fashions retailer in the United States and worldwide.worldwide, with stores in nine countries, across three continents. Our management has led very strong performance at TJX through weak and strong economies. We believe that our ability to retain a committed management team as we continue to develop as a complex, global business as well as to engage and develop new and existing talent to execute our business model and long-term strategy remain key components to achieving this success. We believe our compensation program is critical to motivating our management to achieve our business goals, rewarding them for driving performance and encouraging themgoals. As our business continues to continueexpand, we are working to deliver our success. The fiscal 2013 compensationvalue proposition in more markets, including in new geographies, which increases our operational complexity. We believe that a key component to our success is maintaining the ability to develop talent who can execute the fundamentals of our named executive officers reflectsoff-price business model and drive our excellentlong-term, global strategy across these varied markets. 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, this fiscal year.

To provide context foremphasize variable, performance-based compensation through our executives’ fiscal year compensation, we provide below highlights of TJX’s performance for fiscal 2013 with a brief overviewincentive programs and maintain pay practices that help align the interests of our compensation programAssociates and its strengths. We then discuss our compensation philosophy and decision making process, the ECC’s use of consultants and peer group information, elements of our executive compensation program and then specific aspects of fiscal 2013 compensation for our named executive officers. For fiscal 2013, our named executive officers are Carol Meyrowitz, Chief Executive Officer; Ernie Herrman, President; Michael MacMillan, Senior Executive Vice President, Group President, TJX Europe; Richard Sherr, Senior Executive Vice President, Group President, Marmaxx and Scott Goldenberg, Executive Vice President and Chief Financial Officer.stockholders.

Our Performance

Fiscal 20132016 was anothera successful year for TJX.TJX, reflecting our management’s strong execution of our business model.

Our performance continued to reflect strong execution by our management of our business model.

Our three- and five-year compound annual growth rates for total stockholder return of 18% and 26%, respectively, again exceeded the performance of the general market (S&P 500) and that of our compensation peer group discussed in this proxy statement. In the same periods, our compound adjusted earnings per share growth* was 10% and 14%, surpassing that of our peer group.

TJX Market Capitalization FY09 - FY13		Compound Annual Adjusted EPS* Growth Rates

Our CEO’s compensation continued to be aligned with our strong performance.

Our plan-based compensation for fiscal 20132016 reflects our success.strong performance.

Our Compensation Program

Our approach to total compensation is to focus on performance-based incentive compensation and seek to:

Our executive compensation program is heavily weighted to at-risk incentive compensation that is earned based on performance. Of the four principal elements in our program, only one is fixed. All of the other elements are variable: short-base salary, annual and long-term cash incentive plan awards are earned based on achievement of objectiveincentives (MIP and LRPIP) with performance goals, performance-based restricted stock vests based on achievement of objective performance goals andperiods ending in that fiscal year, stock options deliver value onlyvalued at grant date and performance-based stock awards valued at grant date and allocated to the extentyear of the valuerelated performance and service. Reconciliations of our stock increases. As shownadjusted EPS are included in the following charts,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 36 of this proxy statement.

We announced our CEO succession plan that became effective at the beginning of fiscal 2017.

On October 5, 2015, our board approved our CEO succession plan that became effective at the beginning of fiscal 2017. The CEO transition resulted in the separation of the roles of Chief Executive Officer and Chairman.

Compensation Program Highlights

Our compensation program for fiscal 2016 emphasized variable, performance-based compensation (short-term cash incentives, long-term cash incentives and equity incentives)compensation. These elements constituted a significant portion of target annual compensation for our named executive officers in fiscal 2013.2016, as shown in the pie charts below. Our fiscal 2016 named executive officers are the following:

Elements of Fiscal 2013 Executive Compensation Elements*2016 Target Compensation*

Elements of Compensation

Incentive compensation comprises a substantial portion of each named executive officer’sofficers other than the CEO. Fiscal 2016 target compensation opportunity. Theseconsists of annual salary, target cash incentive awards granted during fiscal 2016 (fiscal 2016 MIP and fiscal 2016-2018 LRPIP), and fiscal 2016 option awards (valued at grant date fair value), plus, for our CEO, a performance-based elements directly tie the amountstock award granted during fiscal 2015 with service and performance conditions related to fiscal 2016 (valued at grant date fair value), and, for our other NEOs, performance-based stock awards granted during fiscal 2016 with fiscal 2016-2018 performance periods (valued at grant date fair value). Target compensation does not include awards that are not considered to be part of each named executive officer’sannual target compensation, such as performance-based stock awards granted in connection with our CEO transition.

Key Program Elements and Objectives

The following table describes the key elements of our compensation program for our named executive officersofficers. In addition to the more specific objectives summarized in the following table, 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 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 executive compensation practices are designed to implement our key principles, as demonstrated by what we do and what we don’t do, as shown in the table below.

Our incentive compensation program is consistent and transparent to our Associates, promoting stability and focus on executionStockholder Response.    We share with our named executive officers and other key Associates across our company the targets that must be achieved to earn cash and equity incentive awards and the operating performance needed to meet or exceed those targets. These targets focus our management and Associates on consistent, company-wide execution of our core business goals.

Our incentive compensation program is designed to drive outstanding performance in all of our divisions and align the interests of our Associates and our stockholders.    Because our plans for our businesses are the basis for our divisional and corporate incentive plan targets, these targets incentivize our executives and other key Associates to meet or exceed our plan goals and drive performance across our company. The same 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, aligning the interests of our management and Associates with our stockholders.

Our incentive plans provide motivation for different objectives.    Although the targets for our cash incentive plans involve pre-tax income measures, these targets serve different objectives and seek to motivate different behaviors. Our short-term cash incentive plan (MIP) provides an incentive to achieve our pre-tax income targets for the current fiscal year at the divisional level, or for corporate MIP participants, on a combined basis, promoting achievement of our current year’s business plan and encouraging our team-based operational philosophy at the divisions and across the company. By contrast, our long-term cash incentive plan (LRPIP) is based on the aggregate performance of our individual businesses over a multi-year period, encouraging all participants to focus on company-wide performance over an extended period of time.

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 2013, as in our previous year, 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 have shown strong approval of our executive compensation program.program. Holders of more than 97%95% of the 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 at each of our last two annual meetings of stockholders.an advisory say-on-pay proposal. The ECC believes that these results reflect our stockholders’ support for our approach to executive compensation, including the focus on incentive components linked to our performance. The ECC wasperformance, and has been mindful of this continued stockholder support when acting on compensation matters.

Overview of Process: How Compensation Decisions Are Made

The Executive Compensation Committee,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 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’sexecutive performance and responsibilities, market data retention and succession planning, contractual obligations, itspeer practices, our business culture and core values, our 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)), contractual obligations, recruitment, retention and succession planning, and other mattersorganizational changes such as recruitment, new hires, promotions organizational changes, relocations and transitional roles.relocations.

The ECC reviews overallhas an annual cycle of executive compensation actions and takes actions throughout the year at regularly scheduled or special meetings, includingalso 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 certain elements of compensation for our named executive officers on the annual schedule below:in the following table:

As noted above and discussed further below, the ECC consults with and reviews data from an independent compensation consultant to assess the overall competitiveness of our executives’ individual compensation and our compensation program overall and to determine the appropriate levels and the 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 in part on annual performance evaluations completed by the executive to whom each named executive officer directly reports. The ECC also receives a performance evaluation of our CEO that includes our CEO’s achievement of performance objectives set by the Corporate Governance Committee (which does not make compensation process. Theyrecommendations). These evaluations take into account the named executive officer’s responsibilities, performance against objectives and support of our cultural values, including integrity, inclusion and respect. The ECC considers these performance evaluations and recommendations, among other factors, in establishing compensation for our executive officers. More generally, executive officers participate in our strategic planning process, discuss business and organizational strategies with the Board and recommend to the Board for its review and approval the annual and multi-year business plans for TJX and its divisions. These Board-approved plans are the basis for the short- and long-term incentive performance targets and the restricted stock award performance criteria, which are in turn approved by the ECC. Additionally, our CEO provides an annual self-assessment to the Corporate Governance Committee and makes recommendations to theThe ECC regarding the base salaries and other elements of compensation of our other

namedinvites executive officers based on their annual performance reviews. (These annual reviews are completed by the person to whom each executive directly reports.) In addition to these assessments and recommendations, the ECC receives a reviewattend portions of the performance of our CEO for the year, including her achievement of performance objectives set by the Corporate Governance Committee. The Corporate Governance Committee does not make compensation recommendations. The ECC considers these performance reviews and recommendations in establishing base salaries, cash incentive opportunities and equity grants for our named executive officers.its meetings.

Compensation Consultants

The ECC 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 2013 compensation for our named executive officers, as discussed further below under “ECC Compensation Consultant and Peer Group Information,” theengagement. The ECC reviewed peer group data provided byengaged Pearl Meyer & Partners, LLC, (PM&P), the ECC’s independent compensation consultant. The ECC also receives advice from PM&P on other matters, such as contracts with executives, consideration of plan design and plan targets.

The ECC uses this information to determine the overall level and appropriate mix of short-term versus long-term incentive opportunities and cash versus equity-based opportunities and to determine individual compensation components, including benefits, and perquisites. The ECC’s goals are to provide a competitive mix, encourage achievement of both our short- and long-range goals and encourage employee retention and succession.

ECC Compensation Consultant and Peer Group Information

The ECC engagedor PM&P, to serve as the independent compensation consultant to the ECC for fiscal 2013.2016. PM&P provided industry, peer and market data and advised the ECC with respect toon a variety of matters, including the CEO transition and related compensation matters, 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, an analysis of short-term and long-term relationships between named executive officer pay and corporate performance relative to our peers, the establishment and evaluation of a compensation peer group, employment agreement terms, aggregate equity usage and program review, review of

peer group practices and updates on trends and regulatory developments. The ECC used this information to determine the design, overall level and appropriate mix of fixed and variable compensation, appropriate plan metrics and formulas, 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 any outside consultants and believes that PM&P is independent in providing executive compensation consulting services. During fiscal 2013,2016, the ECC conducted a specific review ofreviewed 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 consistent withand that PM&P continued to be an independent advisor to the guidance provided underECC.

During fiscal 2016, our management engaged Willis Towers Watson (formerly Towers Watson) to provide services to TJX including retirement benefits consulting services. After considering factors relevant to the Dodd-Frank Act,independence of Willis Towers Watson and determining that its work did not raise any conflicts of interest, the SEC rulesECC considered executive retirement-related information from Willis Towers Watson in making decisions regarding employment agreement terms and other executive compensation matters, as a supplement to the New York Stock Exchange (NYSE).analysis and advice from PM&P.

ThePeer Group

As described above, the ECC uses a peer group to provide context for its compensation decision-making for our named executive officers. The ECC regularly assesses the composition of this peer group and considers revisions. In June 2011,During fiscal 2015, advised by PM&P, the ECC reviewed the composition of itsTJX’s peer group to be considered in establishing and evaluating fiscal 20132016 compensation for our named executive officers based on criteria including the following:

The ECC determined that the following peer group of 1719 large, publicly traded consumer-oriented companies used inthat composed our peer group for fiscal 20122015 continued to be an appropriate peer group for TJX for fiscal 2013:

Fiscal 2013 Peer Group Companiesappropriate:

The ECC determined that the above group was an appropriate peer group for TJX for fiscal 2016 based on criteria that included the following:

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 overall mix of each element of compensation but does not apply a set formula.elements.

Base Salary

Each of our named executive officers receives a base salary in cash during the fiscal year. Base salary providesyear that is intended to provide 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 as well as at the time ofin connection with individual performance evaluations and may be reviewed in connection with new employment agreements, new positions, or other significant changes in responsibilities. Base salaries at the end of fiscal 2016 are listed in the following table.