UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                             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 24, 2015April29, 2016

Dear Fellow Stockholder:

We cordially invite you to attend our 20152016 Annual Meeting on Thursday,Tuesday, June 11, 2015,7, 2016, at 9:00 a.m. (local time), to be held at our offices, 770 Cochituate Road, Framingham, Massachusetts. Please enter through the Northeast Entrance.Four Seasons Hotel Denver, 1111 14^th Street, Denver, Colorado 80202.

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 11th.7^th.

Sincerely,

Sincerely,
Bernard Cammarata				Carol Meyrowitz
Executive Chairman of the Board				Ernie Herrman Chief Executive Officer and President

Printed on Recycled Paper

TABLE OF CONTENTS

The TJX Companies, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 11, 20157, 2016

The Annual Meeting of Stockholders of The TJX Companies, Inc. will be held at our offices, 770 Cochituate Road, Framingham, Massachusettsthe Four Seasons Hotel Denver, 1111 14^th Street, Denver, Colorado 80202 on Thursday,Tuesday, June 11, 2015,7, 2016, at 9:00 a.m. (local time) to vote on:

Stockholders of record at the close of business on April 14, 201511, 2016 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 14, 201511, 2016 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 14, 2015,11, 2016, 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 attendee badges for security purposes. Please allow additional time for these procedures.

By Order of the Board of Directors

Ann McCauley

Secretary

Framingham, Massachusetts

April 24, 201529, 2016

YOUR VOTE IS IMPORTANT.

PLEASE VOTE OVER THE INTERNET, BY TELEPHONE OR BY MAIL.

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 substantive areas important to our business, and in these positions have 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. 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.In addition, each of our nominees havehas prior service on our Board, which has provided them with 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 have highlighted 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 20162017 Annual Meeting of Stockholders and until their successors are duly elected and qualified. All of our nominees are current directors. Other than William H. Swanson,Ernie Herrman, who was elected by the Board in JanuaryOctober 2015, all of our nominees 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.nominees.

Zein Abdalla, 5657

Director since 2012

Mr. Abdalla was the President of PepsiCo, Inc., a leading global food, snack and beverage company, 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 is also a director of Cognizant Technology Solutions Corp. 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, 5253

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, 6465

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. 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.

David T. Ching, 6263

Director since 2007

Mr. Ching was 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 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’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.

Ernie Herrman, 55

Director since October 2015

Mr. Herrman has been Chief Executive Officer of TJX since January 2016, a director since October 2015, and President since January 2011. He served as Senior Executive Vice President, Group President from August 2008 to January 2011, with responsibilities for The Marmaxx Group (Marmaxx), HomeGoods and TJX Canada, President of Marmaxx from 2005 to 2008 and Senior Executive Vice President, Chief Operations Officer of Marmaxx from 2004 to 2005. From 1989 to 2004, he held various merchandising positions with TJX. As Chief Executive Officer and President of the Company, and through the many other positions Mr. Herrman has held with TJX, Mr. Herrman has a deep understanding of TJX and broad experience in all aspects of off-price retail, including merchandising, management, leadership development, strategy, international operations, marketing, real estate, buying and distribution.

Michael F. Hines, 5960

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. 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, 6263

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 a member of 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, 6162

Director since 2006

Ms. Meyrowitz has been Executive Chairman of the Board since January 2016 and a director since September 2006. She served as Chairman of the Board from June 2015 to January 2016 and as Chief Executive Officer of TJX sincefrom January 2007 a director since September 2006to January 2016 and also served as President from October 2005 to January 2011. She served as2011, 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

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 Staples, Inc. and was a director of Amscan Holdings, Inc. from 2005 to 2012. As Chief Executive OfficerChairman of the Company,Board of TJX, and through the many other positions Ms. Meyrowitz has held with TJX, 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, 7273

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-executiveNon-Executive Chairman and a director of Cabot Corporation, a director of LKQ Corporation and a director of a family of 93 registered mutual 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, 6768

Director since 1995

Ms. Shire was an executive consultant with Orchard Consulting Group from 1994 untilto 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. 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 our 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 on our corporate website, www.tjx.com, as described below inOnline 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 Board 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 which are available in our Corporate Governance Principles on our website, www.tjx.com.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.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. The same determination was made previously with respect to Dawn Lepore, who served on our Board until June 2014. EachNone of these directors methad any relationship with TJX that implicated our categorical standards of independence. Bernard Cammarata,Carol Meyrowitz, as Executive Chairman, and Carol Meyrowitz,Ernie Herrman, as Chief Executive Officer, are employed byexecutive officers of TJX and are therefore not independent. Mr.Similarly, Bernard Cammarata, is retiringwho was an executive officer of TJX and served as Chairman of the Board until his retirement from the Board effective at thein June 2015, Annual Meeting and thereforewas not standing for reelection.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 perspective 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 whenconsideringwhen 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. SwansonHerrman was recommendednominated to the Committee for consideration asbe a board nominee by our Chief Executive Officer, revieweddirector by our Corporate Governance Committee and then elected by the full Board effective the beginningin October 2015 as part of fiscal 2016.our succession planning.

The Corporate Governance Committee has a policy with respect to submission by stockholdersfor 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 electedelected. Stockholders wishing to recommend a candidate must submit the recommendation by noa date not later than the 120th120^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. AAs described in the policy, a recommendation must includeprovide specified information about, certifications from and consents and agreements of, the candidate, as described in the policy.candidate. 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 198,000216,000 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,environment; understanding of our business and industry,industry; professional background and leadership experience,experience; experience on the boards of other large publicly traded companies,companies; personal accomplishment,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 perpetuatecontinue the success of our business and representsrepresent stockholder interests through the exercise of sound judgment using its collective diversity of experience. 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. 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 or priorleast 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.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 2015,2016, our Board met seven 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.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 20142015 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 2015:2016:

* 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 CommitteeCommittee.. (Mr. Hines,ChairChairman; Mr. Alvarez; Mr. Ching; Ms. Lane) The Audit Committee is directly responsible for the 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. The Audit Committee’s responsibilities 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.. (Mr. Bennett,ChairChairman; 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 and 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 applicable law, regulations and listing standards. The ECC’s responsibilities include, among other things:

The ECC also reviews our compensation policies and practices for our Associates to determine whether they give rise to risks which are reasonably likely to have a material adverse effect on the Company. SeeCompensation Program Risk Assessment,below.

Corporate Governance CommitteeCommittee.. (Ms. Shire,Chair;Chairman;Mr. Abdalla; Mr. Ching) The Corporate Governance Committee is responsible for recommending nominees to serve 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 NYSE listing standards. The Corporate Governance Committee operates under the terms of a written charter which is reviewed by the members of the committee annually. The Corporate Governance Committee’s responsibilities include, among other things:

Executive Committee. (Ms. Meyrowitz,. (Mr. Cammarata,ChairChairman; 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. (Ms. Lane,ChairChairman; Mr. Abdalla; 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, theThe Finance Committee’s responsibilities include, among other things:

Board Leadership Structure.. Our Board annually elects a director to serve as Chairman of the Board of Directors. Carol Meyrowitz, Chief Executive Officer of TJX through fiscal 2016, became Chairman in June 2015. Starting at the beginning of fiscal 2017, Ernie Herrman became Chief Executive Officer and Ms. Meyrowitz continued as Chairman of the Board and an executive officer of TJX in the role of Executive Chairman. Consistent

with our Corporate Governance Principles, because our current Chairman Bernard Cammarata, is not independent, our independent directors have elected an independent Lead Director, John F. O’Brien. In his role as Lead Director, Mr. O’Brien, among other duties, Mr. O’Brien:duties:

The Board believes that the separate roles of Mr. Cammarata,O’Brien, Ms. Meyrowitz and Mr. O’Brien have beenHerrman 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, has provided effective leadership for the Board and support for Ms. Meyrowitz and other management. With Mr. Cammarata’s retirement, the Board plans to elect Ms. Meyrowitz to the additional position of Chairman at the Board meeting immediately following the annual meeting of stockholders. Given her close involvement with the operations of TJX and her deep knowledge of our Company, our industry and our Board, the Board 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 the stockholders and TJX. Mr. O’Brien, will continue to serve as Lead Director, and provideprovides 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. Ms. Meyrowitz, as Executive Chairman, has wide-ranging, in-depth knowledge of our business arising from her many years of service to TJX, and as a result has provided, and we believe will continue to provide, effective leadership to the Board and support for Mr. Herrman, as CEO, and for other members of management.

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 2015,2016, the ECC reviewed TJX’s Associate 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 Risk and 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 that requires our Associates to conduct our business 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, 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 Executive 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 promotesis designed to promote honest and ethical conduct, compliance with applicable laws, rules and regulations and the avoidance of conflicts of 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 posting on our 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. Our Corporate Governance Principles provide that a non-employee director is expected to attain stock ownership with a fair market value equal to at least five times the annual retainer paid to the directorsdirector within five years of initial election to the Board. New board members are also expected to acquire initially at least $10,000 of our common stock outright upon joining the Board. As described further on page 2733 in theCompensation Discussion and Analysis section, our executives are also subject to stock ownership guidelines. As of April 14, 2015,11, 2016, all of our directors and executive officers were in compliance with our ownership guidelines.

Board Annual Performance 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 initiatives that are good for the environment as well as our profitability. We believe in the

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

Our Corporate Governance Principles, Global 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, www.tjx.com, in the Corporate Responsibility: Responsible Business: Governance section. Information appearing on www.tjx.com is not a part of, and is not incorporated by reference in, this proxy statement.

Communications with ourOur Board

Security holders and other interested parties may communicate directly with our 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 Board meeting. Stockholders and others can communicate complaints regarding accounting, internal accounting controls or auditing matters by writing to the Audit Committee, c/o 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, that Committee is responsible for reviewing and approving or ratifying any transaction in which, in addition to TJX, is a participant 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 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 2015,2016, Charles Bairos, brother-in-law of Ms. Meyrowitz, our CEO and a director during fiscal 2016, and Barbara House, sister-in-law of Mr. Sherr, an executive officer, were employed by TJX. 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 their respective levels and responsibilities, totaling approximately $173,151 and $201,857, respectively, for fiscal 2015, including salary and incentive compensation (cash and equity).$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 ownerprincipal of one of the vendorsa vendor from which TJX acquires merchandise from time to time. During fiscal 2015, TJX purchased approximately $4.7 million$4.5million in merchandise from that vendor and 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 datesecond half of this proxy statement, approximately $0.8 million.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 or ratified these transactions, consistent with our review process described above.

Audit Committee Report

The 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 NYSE 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.

We met 1211 times during fiscal 2015,2016, 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 20152016 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 reviewed and discussed with PwC communications required by the Standards of the PCAOB (United States), as described in PCAOB 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 20152016 for filing with the SEC. We also have selected PwC as the independent registered public accounting firm for fiscal 2016,2017, subject to ratification by TJX’s stockholders.

Michael F. Hines,Chair

José B. Alvarez

David T. Ching

Amy B. Lane

Auditor Fees

The aggregate fees that TJX paidwas billed for professional services rendered by PwC for fiscal 20152016 and fiscal 20142015 were:

The 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. The 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, the Audit Committee evaluates whether TJX’s use of PwC for permitted non-audit services is compatible with maintaining PwC’s independence. The Audit Committee concluded that PwC’s provision of non-audit services, which were approved in advance, was compatible with their independence.

BENEFICIAL OWNERSHIP

The following table shows, as of April 14, 2015,11, 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 14, 2015,11, 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 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 filing aone Form 4 to report transfersthe grant of shares for equivalent valueof restricted stock 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 awardHerrman 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 Officer; 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.

This section is organized into the following parts:

> Executive Summary: 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 our compensation program is critical to motivating our management to achieve our business goals. As our business continues to expand, we are working to deliver our value proposition in more markets, including in new geographies, which increases our operational complexity. We also believe that a key component to our success is maintaining the ability to develop new and existing talent towho can execute the fundamentals of our off-price business model and drive our long-term, global strategy.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, emphasize variable, performance-based compensation through our incentive programs and maintain shareholder-friendly pay practices that help align the interestinterests of our Associates and shareholders.stockholders.

Fiscal 20152016 was a successful year for TJX, reflecting our management’s strong execution of our business model.

We reached $29.1$30.9 billion in net sales in fiscal 2016, 6% more than lastthe previous year. We added a net of 176219 new stores induring fiscal 2015,2016, continuing our growth across our geographies.geographies, including three new countries. Our total stockholder return was 16%9% for fiscal 20152016 on top of 28%16% 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 2015.2015 to $47.3 billion at the end of fiscal 2016.

Our three- and five-year compound annual growth raterates for shareholdertotal stockholder return of 26%18% and 30%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 of 17% surpassedgrowth* was 10% and 14%, surpassing that of our peer group.

Total Stockholder Return Growth Rates		Adjusted EPS Growth Rates*

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

Our plan-based compensation for fiscal 20152016 reflects our strong performance.