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.      )

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)

770 Cochituate Road

Framingham, Massachusetts 01701

April 27, 201726, 2018

Dear Fellow Shareholder:

We cordially invite you to attend our 20172018 Annual Meeting on Tuesday, June 6, 2017,5, 2018, at 8:9:00 a.m. (local time), to be held at the Courtyard Marriott, 342 Speen Street, Natick, Massachusetts 01760.Hilton Garden Inn Montreal Centre-Ville, 380 Sherbrooke St. West, Montreal, Quebec, H3A 0B1, Canada.

The proxy statement accompanying this letter describes the business we will consider at the meeting. Please read the proxy statement and vote your shares. Your vote is important regardless of the number of shares you own. Please read the proxy statement and vote your shares. Instructions for Internetonline 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 enclosedpre-paid return envelope.

We hope that you will be able to join us on June 6^th.5th. Thank you for your support of TJX.

Sincerely,

Printed on Recycled Paper

The TJX Companies, Inc.

NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS

June 6, 2017

5, 2018

The 2018 Annual Meeting of Shareholders of The TJX Companies, Inc. will be held at the Courtyard Marriott, 342 Speen Street, Natick, Massachusetts 01760Hilton Garden Inn Montreal Centre-Ville, 380 Sherbrooke St. West, Montreal, Quebec, H3A 0B1, Canada, on Tuesday, June 6, 2017,5, 2018, at 8:9:00 a.m. (local time) to vote on:

Shareholders of record at the close of business on April 10, 20179, 2018 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements thereof.of that meeting.

To attend the Annual Meeting, you must demonstrateshow that you were a TJX shareholder at the close of business on April 10, 20179, 2018 or hold a valid proxy for the Annual Meeting from such a shareholder. If you are not a shareholder of record but hold shares through a bank, broker, trustee or nominee,other third party, you will need to bring proof of your beneficial ownership as of April 10, 2017,9, 2018, such as a brokerage account statement showing your ownership on that date or similar evidence of ownership. All shareholders 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,

Alicia C. Kelly

Secretary

Framingham, Massachusetts

April 27, 201726, 2018

YOUR VOTE IS IMPORTANT.

PLEASE VOTE OVERONE OF THE INTERNET, BY TELEPHONE OR BY MAIL.FOLLOWING WAYS:

Table of ContentsTABLE OF CONTENTS

2018 Proxy Statement    i

THE TJX COMPANIES, INC.

ANNUAL MEETING OF SHAREHOLDERS

JUNE 6, 2017

PROXY OVERVIEW

Fiscal 2017

Fiscal 2017 was another strong year for TJX and marked our 40^th year operating ouroff-price business. At the beginning of the year, Ernie Herrman, who had served as President since 2011, became Chief Executive Officer and President, and Carol Meyrowitz, who had been Chief Executive Officer and Chairman of the Board, became Executive Chairman, continuing to serve as an executive officer. Our executives successfully executed our business model, pursuing our growth strategy while managing expenses and reinvesting in the business, leading us to exceed our financial targets under our performance-based incentive programs. During the fiscal year, we also added a new Board member, Jackwyn L. Nemerov, who brings years of experience in retail and in managing large complex operations, as described in more detail inElection of Directors, below.

FISCAL 2018 BUSINESS REVIEW

* See Appendix A for definitions ofDuring fiscal 2018, The TJX Companies, Inc. (TJX, the company, or we) solidly executed our business plan and growth strategies, increasing comparable store sales, driven by customer traffic, and total segment profit.growing our store base globally while maintaining focus on driving profitable sales, reinvesting in the business, managing expenses, and returning value to shareholders. At the beginning of fiscal 2019, we announced plans to continue our growth and reinvestment initiatives, including driving comparable store sales and customer traffic gains, increasing our long-term store growth potential for some of our chains, and, in light of U.S. tax law changes, planning a more substantial share buyback program and increase in our quarterly dividends and additional investments in our Associates and our communities. Fiscal 2018 was a 53-week year; fiscal 2017 was a 52-week year.

Voting Items

FISCAL 2018 SHAREHOLDER OUTREACH AND GOVERNANCE HIGHLIGHTS

Compensation Program Outreach. During fiscal 2018, in response to our most recentsay-on-pay vote, the Executive Compensation Committee of our Board led an extensive outreach initiative focused on our executive compensation program to better understand the concerns and perspectives of our broad shareholder base. The resulting changes we made to our fiscal 2019 executive compensation program are presented in our Compensation Discussion & Analysis section (CD&A) along with the discussion of our fiscal 2018 program and results.

Governance Update: Proxy Access. In February 2018, we amended our by-laws to implement proxy access to provide that one or more shareholders (up to 20, collectively), owning at least 3% of TJX’s outstanding common stock continuously for 2017 Annual Meetingat least three years, may nominate for election to the Board and include in TJX’s proxy materials up to the greater of Shareholderstwo individuals or 20% of the Board, subject to the provisions in our by-laws. We also continued to discuss and engage on issues of interest to our shareholders throughout the year.

2018 Proxy Statement    1

VOTING ITEMS FOR 2018 ANNUAL MEETING OF SHAREHOLDERS

The Board of Directors of The TJX Companies, Inc. (TJX or the company), is sending this proxy statement to you as a shareholder of TJX, to solicit your proxy for the 20172018 Annual Meeting to be held on June 6, 2017,5, 2018 to vote on the following items:

This proxy statement the proxy card and the Annual Report to Shareholders(see p. 15)

CORPORATE GOVERNANCE

Integrity has always been a core tenet of TJX since our inception.TJX. 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 haveOur core Board practices and policies are reflected in our Corporate Governance Principles an Associate Globaland Director Code of Business Conduct a Code of Ethics for TJX Executives,and Ethics. Our Board also maintains 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.discussed further below.

Board’s Role and ResponsibilitiesBOARD RESPONSIBILITIES

Our Board of Directors is responsible for overseeing the business and affairs of the company. The Board has thecompany, and, as part of this responsibility, to monitorfor regularly monitoring the effectiveness of management’s implementation of strategy, policies, and decisions. The Board, andwith management, believealso believes that the interests of our shareholders are enhanced by responsibly considering the interests of our customers, Associates, suppliers, service providers, and communities where we operate, and others will enhance the interests of our shareholders. operate.

During the year, our Board reviews with management our corporate strategy,strategies, including our goalsplans to drive profitable sales and increase market share, while reinvesting in the business and our capital allocation.managing expenses. The Board also oversees management succession planning including the transition that was effective at the beginning of this fiscal year from Carol Meyrowitz to Ernie Herrman as CEO. The Board alsoand has oversight responsibility for our enterprise risk management, discussed below. In addition, as discussed further below, inBoard’s Role in Risk Oversight, andthe Board considers Board compositionsuccession planning and refreshment, discussed belowcomposition.

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 communications with the full Board. The committees escalate risks to the full Board as they determine to be appropriate. In general terms:

2018 Proxy Statement    3

LEADERSHIP STRUCTURE

Our Board has separated the role of CEO and Chairman. Carol Meyrowitz has served as Chairman of the Board since June 2016 and as Executive Chairman since the beginning of fiscal 2017 when Ernie Herrman succeeded her as Chief Executive Officer. Ms. Meyrowitz has wide-ranging,in-depth knowledge of our business arising from her many years of service to TJX. As Executive Chairman, she has provided, and is expected to continue to provide, effective leadership to the Board as well as support for management as an active and integral member of the executive team.

As provided in our Corporate Governance Principles, because our current Chairman is not independent, our independent directors have elected an independent Lead Director, John F. O’Brien, to serve as a liaison between the independent directors, the Executive Chairman, and management. As Lead Director, Mr. O’Brien provides independence in TJX’s Board Service atleadership through his review and approval of Board meeting agendas, his participation in management business review meetings, and his leadership of the independent directors. His role is described further below.

The Board believes that the separate roles of Chairman, Chief Executive Officer, and Lead Director are in the best interests of TJX. and its shareholders.

4    The TJX Companies, Inc.

BOARD SERVICE AT TJX

Board Independence

Independence Determination.  As provided in our Corporate Governance Principles, at leasttwo-thirds of the members of our Board should be independent directors. A board member is consideredAn independent if the Corporate Governance Committee has recommended to the Board that the director is free of any relationship that, in the Corporate Governance Committee’s opinion, would interfere with the exercise of independent judgment as a director andone who the Board has affirmatively determined that the director has no material relationship with TJX.TJX (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the company). To assist it in making its independence determination, the Board has adopted categorical independence standards in our Corporate Governance Principles that are based on the independence standards required by the New York

Stock Exchange (NYSE) for its listed companies. As part of the Board’s annual review of director independence, the Board considers the Corporate Governance Committee’s independence assessment and recommendation and reviews any transactions and relationships between each director or any member of his or her immediate family and TJX, in accordance with our Corporate Governance Principles (seeTransactions with Related Persons,, p. 11)13). To the extent there were any such relationships or transactions, the Board considers whether they are inconsistent with a determination that the director wasis independent.

As a result of this review, our Board unanimously determined that 9 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, Jackwyn L. Nemerov, John F. O’Brien, and Willow B. Shire. Similarly, the Board unanimously determined that William H. Swanson, who served on the Board until June 2016, was independent. 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 and President, are executive officers of TJX and are therefore not independent.

Board Leadership Structure. OurDiversity

As a global company with approximately 249,000 Associates at our fiscal year-end, we consider diversity among our Associates, customers, vendors, and other business associates to be part of who we are and core to our culture. At the Board annually electslevel and throughout our organization, we strive to promote the benefits of leveraging differences, fostering inclusion, and promoting a directortalented and diverse workforce. We seek to servehave a Board that represents diversity as Chairmanto experience, gender, and ethnicity/race and that reflects a range of talents, ages, skills, viewpoints, professional experiences, and educational backgrounds to provide sound, expert, and prudent guidance on our operations, strategy, and interests.

The Corporate Governance Committee does not have a formal diversity policy that is applied when evaluating the suitability of individual Board nominees, but takes diversity, including geographic, gender, age, ethnic, and racial diversity, into account among the many factors it considers. Each individual is evaluated in the context of the Board as a whole, with the objective of Directors. Carol Meyrowitz was elected Chairmanrecommending a group that the Committee believes can best continue the success of our business and represent shareholder interests through the exercise of sound judgment using its collective

2018 Proxy Statement    5

diversity of experience. The Committee considers whether candidates have a general understanding of disciplines relevant to the success of a large, global, 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; and personal accomplishments.

We value the many kinds of diversity reflected in our Board during fiscal 2016 and Executive Chairman at the beginning of fiscal 2017 when Ernie Herrman was elected Chief Executive Officer. Consistent with our Corporate Governance Principles, because our current Chairman is not independent, our independent directors have elected an independent Lead Director, John F. O’Brien.nominees.

Board Composition

Board Assessment

The Board believes it is important to have highly engaged directors and that the separate rolesBoard’s composition be aligned with the changing needs of the company for current and future business environments. We have a regular, comprehensive review process for evaluating the performance and composition of our Board. Our Corporate Governance Committee oversees the annual performance evaluation of the Board as a whole, our Chairman, Chief Executive Officer andour independent Lead Director, are in the best interests of TJX and its shareholders. Ms. Meyrowitz, as Executive Chairman, has wide-ranging,in-depth knowledgeeach of our business arising from her many years of service to TJX, and as a result has provided, andindividual directors.

Currently, our process, which we believe will continue to provide, effective leadership to the Board and support for management as an active and integral member of the executive team. Mr. O’Brien, as Lead Director, provides independence in TJX’s Board leadership, as provided inreview annually through the Corporate Governance Principles, through hisCommittee, includes both self-assessments and peer review and approval of Board meeting agendas, his participation in management business review meetingsindividual directors and his leadership of the Board overall, including an assessment of skills and overall effectiveness, and a consideration of the current and future needs of the Board. In addition, each of our independent directors.committees conducts an annual self-assessment of the committee and the chair, with a process overseen by the Corporate Governance Committee.

Board Service at TJX

Director Qualifications and 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 ethics, integrity, and values; have demonstrated ability and judgmentjudgment; and will be committed to collectively serving the long-term best interests of our shareholders. As described below inBoard Expertise and Diversity, theThe Corporate Governance Committee considers a range of factors when considering individual candidates, includingcandidates. These factors include professional experience, personal integrity and potential contributions to the Board as a whole. The Corporate Governance Committee considers each director nominee’s experience, qualifications, attributes and skillsparticularly in light of our business including thoseand current needs for the Board, independence, and geographic, gender, age, ethnic, and racial diversity (discussed above). The Committee seeks nominees who have established strong professional reputations with experience in substantive areas that are identified in the biographical information contained below underNominees and Their Qualifications.important to our business, such as:

6    The TJX Companies, Inc.

Finding Candidates. The Corporate Governance Committee’s process for identifying and evaluating candidates, including candidates recommended by shareholders, 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 recommendations from a range of sources, such as the Board of Directors, management or other Associates, shareholders, and industry contacts; and engaging a third-party search firm to expand our search and assist in compiling information about possible candidates. Ms. Nemerov was nominated to be a director by our Corporate Governance Committee after being initially recommended by an executive officer and then was elected by the full Board in November 2016.

The Corporate Governance Committee has a policy for shareholder recommendations of candidates for director nominees, which is available on our website. Any shareholder may submit, in writing, one candidate for consideration for each shareholder meeting at which directors are to be elected. Shareholders wishing to recommend a candidate must submit the recommendation by a date not later than the 120th calendar day before the first anniversary of the date that we released our proxy statement to shareholders in connection with the previous year’s Annual Meeting.annual meeting. Recommendations should be sent to the Secretary of TJX, TJX:

Office of the Secretary/ Legal Department

The TJX Companies, Inc.,

770 Cochituate Road

Framingham, Massachusetts 01701. 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 shareholders 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 235,000 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 our 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 experiences, educational backgrounds, and expertise to provide sound and prudent guidance on our operations, strategy 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, global 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; ethics, integrity and values; 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 shareholder 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.

Board Self-Assessment. The Board believes it is important that the Board be composed of highly engaged directors and that the Board’s composition be aligned with the changing needs of the company in current and future business environments. We have a comprehensive review process for regularly evaluating the performance and composition of our Board. Our Corporate Governance Committee oversees the annual performance evaluation of the Board as a whole, our Chairman, our independent Lead Director, each of our committees and their respective chairs, and each of our individual directors. Currently, our process, which we review annually, includes opportunities for individual assessments as well as collective discussion. In addition, each of our independent committees conducts an annual self-assessment.

Majority Voting. 

Ourby-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 shareholder 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 shareholders, 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 shareholders 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 shareholder vote.

Board Service Policies.Under

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 the audit committee of more than two audit committees of other public 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.

Stock Ownership Guidelines for Directors. Our Corporate Governance Principles provide that anon-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 director within five years of initial election to the Board. New board members are also expected to acquire at least $10,000 of our common stock outright upon joining the Board. As described further in the CD&A, our executive officers are also subject to stock ownership guidelines. As of April 9, 2018, all of our directors and executive officers were in compliance with our ownership guidelines.

2018 Proxy Statement    7

Board Attendance. During fiscal 2017,2018, our Board met sixtimes.six times. 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 shareholders. All directors who stood for reelection at the 20162017 Annual Meeting were in attendance.

Board Committees and MeetingsBOARD COMMITTEES AND MEETINGS

The Board of Directors has five standing committees: Audit, Corporate Governance, Executive Compensation, Finance, and an Executive Compensation, and Finance,Committee, each described in more detail below. All members of the Audit, Corporate Governance, Executive Compensation, and Finance Committees are independent directors. Each of ournon-employee directors attended at least 75% of all meetings ofand meet the independence standards adopted by the Board and committees of which he or she was then a member.in compliance with NYSE listing standards for that committee. The Executive Committee includes our Executive Chairman who is not independent. While each committee has specific, designated responsibilities, each committee may act on behalf of the entire Board to the extent designated by the respective charter or otherwise by the Board. The Corporate Governance Committee annually reviews and makes recommendations on the composition of our standing committees.

Our committees typicallyregularly invite other Board members to join their meetings and, as necessary, otherwise report on their activities to the entire Board. The table below provides information about membership and meetings of these committees during fiscal 2017:2018:

 *

Each director attended at least 75% of all meetings of the Board and committees of which he or she was then a member.

 (1) Ms. Nemerov joined the Executive Compensation Committee in November 2016.

 (2) Mr. Swanson served on the Executive Compensation Committee until June 2016.

AUDIT COMMITTEE

Audit Committee:

Mr. Hines, Chairman; 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 retained to audit the company’s financial statements and oversight of the financial reporting process. Each member of the Audit Committee is anon-employee director and meets the independence standards adopted by the Board in compliance with 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:

8    The TJX Companies, Inc.

As part of these responsibilities, in addition to assuring the regular rotation of the lead partner of the independent auditor, as required by law, the Audit Committee, including its Chairman, has beenis 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. Please see the Audit Committee charter, available on our website, tjx.com, for further details.

CORPORATE GOVERNANCE COMMITTEE

Ms. Shire, Chairman; Mr. Abdalla; Mr. Ching

The Corporate Governance Committee’s responsibilities include, among other things:

Please see the Corporate Governance Committee charter, available on our website, tjx.com, for further details.

EXECUTIVE COMPENSATION COMMITTEE

Mr. Bennett, Chairman; Mr. Alvarez; Ms. Nemerov; Ms. Shire

The ECC’s responsibilities include, among other things:

2018 Proxy Statement    9

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:

●

reviewing and undertaking other matters that the Board or the ECC deems appropriate, such as the review of our succession plan for the Chief Executive Officer and other executive officers; and

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

Corporate Governance Committee:Please see the ECC charter, available on our website, tjx.com, for further details.

FINANCE COMMITTEE

Ms. Shire,Lane, Chairman; Mr. Abdalla; Mr. ChingBennett; Mr. Hines

The Corporate GovernanceFinance Committee is responsible for recommending nomineesreviewing and making recommendations to serve as members of our Board and for overseeing our corporate governance practices. Each member of the Corporate Governance Committee is anon-employee director and meets the independence standards adopted by the Board in compliance with NYSE listing standards.relating to our financial activities and condition. The Corporate Governance Committee operates under the terms of a written charter which is reviewed by the members of the committee annually. The Corporate GovernanceFinance Committee’s responsibilities include, among other things:

Please see the Finance Committee charter, available on our website, tjx.com, for further details.

EXECUTIVE COMMITTEE

Executive Committee:  Ms. Meyrowitz, Chairman; 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:10      Ms. Lane, Chairman; Mr. Abdalla; Mr. Bennett; Mr. HinesThe TJX Companies, Inc.

Compensation Program Risk Assessment. 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 2017,2018, 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 what risks could be created or encouraged by our executive and broad-based compensation plans and arrangements worldwide,worldwide; how those potential risks are monitored, mitigated, and managedmanaged; and 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, whose responsibilities include leadership of our enterprise risk management process, and included consultation with and input from, among others, executive officers, senior human resources and financial executives, the ECC’s independent compensation consultant, and internal and external legal counsel. The assessment considered, among other things, factors intended to mitigate risk at TJX, including:

The assessment also considered the balance of potential risks and rewards related to our compensation programs and the role of those programs in implementing our corporate strategy.

Codes of Conduct and Ethics and Other Policies

CODES OF CONDUCT AND ETHICS AND OTHER POLICIES

Global Code of Conduct for AssociatesAssociates.. We have a Global Code of Conduct for our Associates that requiressets out our expectations that Associates to conduct our business with integrity.honesty and integrity and treat others with dignity and respect. Our Global Code of Conduct prohibits harassment, discrimination, and retaliation and addresses 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, which are available on our website, www.tjx.com.tjx.com.

Code of Ethics for TJX Executives and Director Code of Business Conduct and EthicsEthics.. As noted above, we have a Director Code of Business Conduct and Ethics that is 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 also have a Code of Ethics for TJX Executives governing our Executive Chairman, Chief Executive Officer and 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 is 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 and 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 or by filing a Current Report on Form8-K with the Securities and Exchange Commission, or SEC.

Stock Ownership Guidelines for Directors. 

ONLINE AVAILABILITY OF INFORMATION

Our Corporate Governance Principles, provide that anon-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 director within five yearsGlobal Code of initial election to the Board.New board membersConduct, 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 also expected to acquire at least $10,000 ofavailable on our common stock outright upon joining the Board. As described further on p. 36website, tjx.com, in theCompensation Discussion Investors section under Governance: Governance Documents. Information appearing on tjx.com is not a part of, and Analysis section, our executives are also subject to stock ownership guidelines. As of April 10, 2017, all of our directors and executive officers wereis not incorporated by reference in, compliance with our ownership guidelines.this proxy statement.

2018 Proxy Statement    11

Corporate Responsibility and SustainabilityCORPORATE RESPONSIBILITY

For more than 40 years, TJX has been focused on delivering great value to our customers through our mixthe combination of brand, namefashion, price, and high quality fashions. Similarly,quality. At the same time, we are committed to our corporate responsibility mission of bringing value to theour many important stakeholders we serve – stakeholders—our Associates, customers, neighbors,communities, vendors, and shareholders.

With our long-held principles of integrity, ethicsrespect, honesty, and fairnessintegrity, central to our efforts, our Corporate Responsibility program has evolved over time and has reflected our ‘smart for business, good for the world’ thinking. We categorize our global corporate responsibility efforts under four strategic pillars:

We remain focused on continuously improvingenhancing our programs and making a positive, sustainable impact on the world in which we live and conduct our business.

We categorize our global corporate responsibility efforts under four pillars:

To learn more about our evolving efforts, please visit the Responsibility section of our Responsibility website at www.tjx.com/responsibilitytjx.com/responsibility.

.COMMUNICATING WITH OUR BOARD

Communicating with Our Board

We are interested in hearing from our shareholders.shareholders and communicate regularly with shareholders throughout the year. Security holders and other interested parties may communicate directly with our Board, thenon-management directors or the independent directors as a group, the Lead Director, or any other specified individual director or directors. Address

To contact us, address your correspondence to the individual or group you would like to reach and send it to us, c/o Office of the Secretary/Legal Department:

The TJX Companies, Inc.

770 Cochituate Road

Framingham, Massachusetts 01701

The Secretary will forward these communications to the relevant group or individual at or prior to the next Board meeting.individual. Shareholders and others can communicate complaints regarding accounting, internal accounting controls, or auditing matters by writing to the

12    The TJX Companies, Inc.

Audit Committee, c/o Corporate Internal Audit Director, The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701.

Transactions with Related PersonsTRANSACTIONS WITH RELATED PERSONS

Under its charter, the Corporate Governance Committee is responsible for reviewing and approving or ratifying any transaction in which, in addition to TJX, any of our directors, director nominees, executive officers (or their immediate family members), or any greater than 5% shareholders (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 2017, Barbara House,2018, asister-in-law of Mr. Sherr wasand a daughter of Ms. Meyrowitz were employed by TJX. SheThey received compensation from us for fiscal 20172018 and the beginning of fiscal 20182019 totaling approximately $282,314,$281,720 and $133,920, respectively, consistent with other Associates at her leveltheir levels and responsibility. Sheresponsibilities. They also participated in company benefit plans generally available to similarly situated Associates. As described below inBeneficial Ownership,, The Vanguard Group, Inc. 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 $1,747,319$1,885,420 for services primarily provided during fiscal 20172018 and the first quarter of fiscal 20182019 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 ReportAUDIT 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 1012 times during fiscal 2017,2018, including 4 meetings held with TJX’s Chief Financial Officer, Corporate Controller, Corporate Internal Audit and PricewaterhouseCoopers LLP, or PwC, TJX’s independent registered public accounting firm, prior to the public release of TJX’s quarterly and annual earnings announcements in order to discuss the financial information contained in the announcements. Management has the responsibility for the preparation of TJX’s financial statements, and PwC has the responsibility for the audit of those statements.

We took numerous actions to discharge our oversight responsibility with respect to the audit process. We reviewed and discussed the audited financial statements of TJX as of and for fiscal 20172018 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.results.

We reviewed and discussed with PwC communications required by the Standards of the PCAOB (United States), as described in PCAOB Auditing Standard 1301, “Communication with Audit Committees,” and, with and without

2018 Proxy Statement    13

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 Form10-K for fiscal 20172018 for filing with the SEC. We also have selected PwC as the independent registered public accounting firm for fiscal 2018,2019, subject to ratification by TJX’s shareholders.

Audit Committee

Auditor FeesMichael F. Hines,Chairman

José B. Alvarez

David T. Ching

Amy B. Lane

AUDITOR FEES

The aggregate fees that TJX was billed for professional services rendered by PwC for fiscal 20172018 and fiscal 20162017 were:

The Audit Committee is responsible for the audit fee negotiations associated with the company’s retention of PwC. The Audit Committee of the Boardpre-approves all audit services and all permittednon-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 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 orcontribution-in-kind reports, actuarial services, internal audit outsourcing, any management function, legal services or expert services not related to 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 permittednon-audit services is compatible with maintaining PwC’s independence. The Audit Committee concluded that PwC’s provision ofnon-audit services, which were approved in advance, was compatible with their independence.

14    The TJX Companies, Inc.

PROPOSAL 1

1: ELECTION OF DIRECTORS

Nominees and Their Qualifications

We seek nominees who have established strong professional reputations and experience in the retail and consumer industries and 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; succession planning, human resources and talent development practices; risk oversight; and strategy, growth and innovation. Please seeBoard Service at TJXfor additional information.

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 20182019 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

Our nominees 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 public companies, and each of our nominees has an understanding of corporate governance practices and trends. Each of our nominees also has prior service on our Board, which has provided them with exposure to both our business and the industry in which we compete. Other than Jackwyn L. Nemerov, who was elected by the Board in November 2016, all of our nominees were elected to the Board by our shareholders.

We believe that all our nominees possess the professional and personal qualifications necessary for board service. In additionAll of our nominees were previously elected to the attributes notedBoard by our shareholders.

Please see the Board Service at TJX section, above, for additional information about director qualifications and how we assess our nominees and think about Board composition. In addition, we have highlighted qualifications for each director in the individual biographies below.

YourOur Board of Directors unanimously recommends that you vote FOR the election of each of the nominees.

Zein Abdalla, 582018 Proxy Statement    15

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 Corporation.

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.

David T. Ching, 65 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 him expertise including in information systems, information security and controls, technology implementation and operation, reporting, and distribution in the retail industry.

Ernie Herrman, 57 Director since 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 Marmaxx, HomeGoods, and TJX Canada; President of Marmaxx from 2005 to 2008; and Senior Executive Vice President, Chief Operating 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 TJX, and through the many other positions Mr. Herrman has held with the Company, Mr. Herrman has a deep understanding of TJX and broad experience in all aspects ofoff-price retail, including merchandising, management, leadership development, strategy, international operations, marketing, real estate, buying, and distribution.

Michael F. Hines, 62 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. 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.

José B. Alvarez, 5416    The TJX Companies, Inc.

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,

Amy B. Lane, 65 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, 64 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 from January 2007 to January 2016. In previous roles, Ms. Meyrowitz served as President of TJX from October 2005 to January 2011, 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, Ms. Meyrowitz 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 was also a director of Staples, Inc. from 2007 to 2017. As Executive Chairman of the 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 ofoff-price retail, including innovation, strategy, buying, distribution, marketing, real estate, finance and accounting, and international operations.

Jackwyn L. Nemerov, 66 Director since 2016

Ms. Nemerov was the President and Chief Operating Officer of Ralph Lauren Corporation, a global leader in premium lifestyle products, from November 2013 until November 2015. She served as Executive Vice President of Ralph Lauren Corporation from September 2004 until October 2013 and was a member of Ralph Lauren Corporation’s board of directors from 2007 until September 2015. Prior to her tenure there, she held multiple positions in the retail industry, including President and Chief Operating Officer of the Jones Apparel Group from 1998 to 2002. Ms. Nemerov’s extensive retail, brand management and operations experience, as well as her related management positions in the apparel and retail industry, provide her with valuable expertise in supply chain management, manufacturing, merchandising, and licensing in the retail industry.

Alan M. Bennett, 662018 Proxy Statement    17

Mr. Bennett served as the President and Chief Executive Officer of H&R Block, Inc., a tax services provider, from July 2010 until his retirement in 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.

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, 6418    The TJX Companies, Inc.

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 him expertise including in information systems, information security and controls, technology implementation and operation, reporting, and distribution in the retail industry.

Ernie Herrman, 56

Director since 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 Operating 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 TJX, and through the many other positions Mr. Herrman has held with the company, Mr. Herrman has a deep understanding of TJX and broad experience in all aspects ofoff-price retail, including merchandising, management, leadership development, strategy, international operations, marketing, real estate, buying, and distribution.

Michael F. Hines, 61

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 asNon-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, 64

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, 63

Director since 2006

Ms. Meyrowitz has been Executive Chairman of the Board since January 2016. She served as Chairman of the Board from June 2015 to January 2016, as Chief Executive Officer of TJX from January 2007 to January 2016 and a director since September 2006. In previous roles, Ms. Meyrowitz served as President of TJX from October 2005 to January 2011, 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, Ms. Meyrowitz 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 Executive Chairman of the 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 ofoff-price retail, including innovation, strategy, buying, distribution, merchandising, marketing, real estate, finance and accounting, and international operations.

Jackwyn L. Nemerov, 65

Director since November 2016

Ms. Nemerov was the President and Chief Operating Officer of Ralph Lauren Corporation, a global leader in premium lifestyle products, from November 2013 until November 2015. She served as Executive Vice President of Ralph Lauren Corporation from September 2004 until October 2013 and was a member of Ralph Lauren Corporation’s board of directors from 2007 until September 2015. Prior to her tenure there, she held multiple positions in the retail industry, including President and Chief Operating Officer of the Jones Apparel Group from 1998 to 2002.

Ms. Nemerov’s extensive retail, brand management and operations experience, as well as her related management positions in the apparel and retail industry, provide her with valuable expertise in supply chain management, manufacturing, merchandising, and licensing in the retail industry.

John F. O’Brien, 74

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 alsoNon-Executive Chairman and a director of Cabot Corporation, a director of LKQ Corporation and a director of a family of 95 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, 69

Director since 1995

Ms. Shire was an executive consultant with Orchard Consulting Group from 1994 to 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.

BENEFICIAL OWNERSHIP

The following table shows, as of April 10, 2017,9, 2018, 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:

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 of TJX. The amounts above reflect sole voting and investment power.

power except as noted below. The shares listed in the table above include:

Shares listed do not include, unvested performance-based deferred stock awards or restricted stock unit awardsif not scheduled to vest within 60 days of April 10, 2017.

The following table shows, as of April 10, 2017,9, 2018, each person known by us to be the beneficial owner of more than 5% of our outstanding common stock:

Compensation DiscussionCOMPENSATION DISCUSSION AND ANALYSIS

Our CD&A reviews the objectives and Analysis

Overview

TJX iselements of TJX’s executive compensation program, describes the leadingoff-price apparel and home fashions retailer in the United States and worldwide. In our 40-year history, we have grown to operate more than 3,800 stores in nine countries across three continents: T.J. Maxx, Marshalls, HomeGoods and Sierra Trading Post, as well as tjmaxx.com and sierratradingpost.com, in the United States; Winners, HomeSense, and Marshalls in Canada; T.K. Maxx in the United Kingdom, Ireland, Germany, Poland, Austria, and the Netherlands, as well as HomeSense and tkmaxx.com in the U.K.; and Trade Secret in Australia. We have approximately 235,000 Associates globally and work with a universe of more than 18,000 vendors to bring an exciting and eclectic merchandise mix at great value to consumers. To support our global growth and deliver value to more consumers around the world, we are making strategic investments in our business.

We believe a key componentrelated processes of our continued success is developingExecutive Compensation Committee (ECC), and retaining talent that can executediscusses the fundamentals offiscal 2018 compensation for ouroff-price business model throughout Named Executive Officers (NEOs), listed below. It also explains the actions our complex global operations and driveECC took in response to the shareholder feedback we received during our long-term strategy. To support this strategy, our overallextensive shareholder outreach on executive compensation philosophy is to establish a balanced program to attract and retain top talent; motivate executives to achieve our business objectives; reward performance; emphasize variable, performance-based compensation; support succession planning and effective leadership transitions; and maintain pay practices that align the interests of our Associates and shareholders.

Duringduring fiscal 2017, our executives successfully executed our business model, pursuing our growth strategy while managing expenses and reinvesting in the business, leading us to exceed our financial targets under our performance-based incentive programs.

* See Appendix A for definitions of comparable store sales, customer traffic and total segment profit.

Performance Overview

In fiscal 2017, we continued to grow our sales and add stores to our global base, without closing a store, extending our long track record of steady growth despite a challenging retail environment.Over the past several years we have shown increased strength in annual sales and annual store growth relative to our fiscal 2017 proxy peer group (detailed below).2018.

WHERE WE ARE TODAY

TJX is the leading internationaloff-price apparel and home fashions retailer. We have a long, successful track record of strong financial performance, including 22 consecutive years of annual comparable store sale increases, and an executive team with deep experience inoff-price retailing. Having a highly-engaged senior leadership team with the ability to execute our distinctive and flexible retail business model has always been critical to our business. Accordingly, our executive compensation program is designed to drive long-term profitable and sustainable growth, foster management stability, and support our leadership succession plans.

Fiscal 2018 Shareholder Outreach Initiative

We have followed a consistent approach to the design of our executive compensation program for many years. The history of our say-on-pay results before 2017 demonstrated strong shareholder support for our program over several years, with support averaging over 95% between 2011 and 2016. But in response to the lower level of support for our 2017 say-on-pay vote, the ECC led an extensive shareholder outreach initiative during fiscal 2018. This outreach focused on better understanding the concerns and perspectives of our shareholders, including those who did not support our say-on-pay vote in 2017. The ECC then made design changes to our fiscal 2019 program that respond to the shareholder feedback we received.

Our long-term total shareholder return and EPS growth rates continued to be strong, relative

This executive compensation outreach initiative was in addition to our regular, ongoing shareholder engagement.

2018 Proxy Statement    21

What We Heard and How We Responded

We heard a range of different perspectives on our executive compensation program from shareholders during our fiscal 2017 proxy peer group. Our five-year EPS growth rate was 12%, compared to 9%2018 outreach, all of which were considered by the ECC.

We received considerable positive feedback about the overall program and support for our fiscal 2017 peer group (12% adjusted EPS growth rate for TJX comparedmanagement team, consistent with our strong priorsay-on-pay results. Additionally, many of our larger shareholders agreed with the ECC on the importance of having a stable senior leadership team with the knowledge and expertise to 8% adjusted EPS growth rate forexecute our fiscal 2017 peer group).³distinctiveoff-price business model successfully over the long-term.

However, we also heard some common concerns about specific aspects of our program’s design, discussed below, as well as comments cautioning us against overcomplicating our program or introducing too many changes. Based on this feedback, the ECC examined ways to improve our compensation program without compromising its strengths, including its focus on our core business goals, promoting stability, and driving performance, as well as its overall emphasis on long-term performance incentives. As a result, we made some important modifications to our program, summarized below, and updated our disclosure in several key areas.

Total Shareholder Return What We Heard		EPS and Adjusted EPS3 How We Responded
Single Metric We have a long-standing practice of usingpre-tax income as the only type of performance metric in our incentive plans. Shareholders indicated they generally prefer to see a mix of incentive plan metrics that balance growth, profitability, and returns.		Multiple Metrics Our new incentive program includes a balance of growth, profitability, and return metrics, including measures based on: •  Earnings per share (EPS) growth •  Return on invested capital (ROIC) •  Pre-tax income •  Sales
Performance Vesting for Long-Term Stock Awards Historically, we have used a single long-term stock award that was 100% performance-based, but that vested in full at a threshold level of performance below target. Shareholders expressed some concerns about the rigor of this approach to performance vesting.		New Design for Long-Term Stock Awards Our new long-term performance share units (PSUs) increase the overall rigor of the program and will vest in full only if performance goals are achieved at target, with upside or downside for performance above or below target—providing for more performance sensitivity and a wider range of potential pay outcomes.
Fiscal 2017 Annual Incentive Target Shareholders expressed some concerns about our fiscal 2017 annual incentive dollar target being set below prior year results.		New Incentive Targets Our fiscal 2018 and fiscal 2019 annual incentive targets were set higher than prior year targets and prior year actual results. We have also enhanced our disclosure on how we set goals.

Our fiscal 2017 compensation, including forIn making these changes, the ECC focused on designing the new program in a way that reflects shareholder concerns and strengthens our Chief Executive Officer, Ernie Herrman, reflects this strong performance. Mr. Herrman’s fiscal 2017 compensation also reflects his transitionability to Chief Executive Officer atdrive the beginningexecution of fiscal 2017.

CEO Pay for Performance (FY13 - FY17)⁴ouroff-price business model over the long term, support sustained growth, and continue decades of proven success in all types of business and retail environments.

22    The TJX Companies, Inc.

Our fiscal 2017named executive officers are:

Notes on charts:

1. Peer group average sales are based on the comparable periodFiscal 2019 Executive Compensation Program

The key components of our executive compensation program continue to TJX’s fiscal year end and exclude peer companies with corporate events making year-over-year results not comparable; see Appendix A for additional details. 2. Peer group store averages are based on number of stores for the comparable period to TJX’s fiscal year and exclude peer companies without a significant store base or with corporate events making year-over-year numbers not comparable; see Appendix A for additional details. TJX’s fiscal 2016 store growth includes 35 Trade Secret stores and, excluding those stores, was 5.4%. 3. Several of the peer group members also report adjusted EPS, which were used in calculating the five-year adjusted EPS growth rate for our fiscal 2017 peer group. See Appendix A for reconciliations of TJX adjusted EPS to GAAP EPS. 4. Total compensation for each fiscal year consists of the following elements:be base salary, annual cash incentives, (MIP) and long termlong-term incentives, consistingboth cash and equity. The most significant portion of equity (performance-based stock awards grantedtotal target compensation for our NEOs continues to be long-term performance-based incentive compensation.

The following summarizes what’s new for fiscal 2019. The key features of our new program—including the new mix of metrics and new design for our long-term incentives—were reviewed as part of our outreach process, and shareholders generally expressed support for these overall design changes during our fiscal 2018 outreach.

NEW MIX OF PERFORMANCE METRICS

The ECC conducted anin-depth review of various possible performance metrics in light of the shareholder preferences we heard and our business strategy. After careful consideration, the ECC determined that the fiscal year2019 program for Mr. Herrman or allocated toour NEOs will include the year of the related service andfollowing performance for Ms. Meyrowitz and stock options granted during the fiscal year and valued at grant date); and cash (LRPIP with performance periods endingmetrics in that fiscal year). See Appendix A for the definition of total segment profit. Compensation information reflected in this chart differs from, and is not a substitute for, the information presented in theSummary Compensation Table on p. 38 of this proxy statement.

Components of Our Executive Compensation Program

Key Principles

Key Elements and Objectivesour incentive plans:

Our program also includes health and welfare, deferred compensation and retirement benefits, as well as relocation-related benefits and limited perquisites. Our overall compensation program is intended to sustain our competitive position, promote engagement and retention and alignment with shareholder interests, and support effective leadership development, succession planning and leadership transitions, which we believe are critical to our success.

The mix of these elements is shown below for fiscal 2017 target compensation for our CEO and President, Ernie Herrman, and for our other named executive officers.

Elements of Fiscal 2017 Target CompensationTotal Sales

Fiscal 2017 Targets - CEO		Fiscal 2017 Targets – Other NEO Average
•  Demonstratestop-line growth •  Highly visible and easy to understand		•  Secondary measure in our MIP program, weighted at 20% •  Limited upside from sales; MIP payout formula restricts sales impact to maintain overall emphasis on profitability
New		EPS Growth		•  Maintains critical focus on profitable growth •  Reinforces attention to capital discipline and corporate-level results •  Important measure internally and externally		•  Primary measure in our new long-term PSU program •  Excludes the impact of certain unplanned items, such as unbudgeted buybacks and unanticipated changes in corporate tax rates
New		ROIC		•  Reinforces attention to capital investments and generating appropriate returns		•  Secondary measure in our new long-term PSU program •  Used as downward-only modifier

Values do

2018 Proxy Statement    23

NEW LONG-TERM PERFORMANCE SHARE UNITS (PSUs)

Starting in fiscal 2019, NEOs will be eligible to receive new long-term equity award grants in the form of PSUs. PSUs will make up the largest portion of their target long-term incentives. PSUs granted in fiscal 2019 will be earned based on the achievement of challenging EPS compound annual growth rate (CAGR) goals measured at the end of a three-year performance cycle (fiscal 2019-2021). The new PSUs will also be subject to a downward ROIC modifier, which means that if the company does not foot due to rounding.

Executive Compensation Practices and Processes

Our executive compensation practices are designed to implement our key principles, while mitigating excessive risk-taking, as demonstratedachieve its ROIC goals, award payouts will be adjusted downward by the highlights below and described in more detail in this proxy statement:20%.

The EPS growth target goal for fiscal 2019-2021 is aligned with our long range business plan, with the target reflecting meaningful growth over the three-year period. The threshold level reflects the minimal level of growth during the three-year period required for any payout, and the maximum level is intended to be a significant stretch goal for the period. The ROIC modifier is intended to ensure that a full payout based on EPS results will be made only if we also generate meaningful returns over the three-year period.

Compared to the design of our previous performance-based stock awards (PBSAs), which were intended to serve as vehicles for stability and retention and not solely as performance incentives, the new PSU design adds more performance sensitivity and increases the overall rigor of the program. The number of PSUs eligible to vest will be reduced for performance below target, and a higher threshold level of performance is required for any of the PSUs to vest, as compared to our prior PBSAs (as illustrated below).

24    The TJX Companies, Inc.

2019 TARGET TOTAL COMPENSATION PAY MIX

Key elements of our fiscal 2019 target compensation mix for our NEOs are as follows:

The charts below show the mix of fiscal 2019 target total compensation for our CEO and our other NEOs.

2018 Proxy Statement    25

Continued Focus on Good Compensation Governance

Our compensation governance practices over the past several years, highlighted in the table below, reflect the effective oversight of the ECC:

		No change of control excise taxgross-ups
		Nosingle-trigger severance benefits upon a change of control
		Nosingle-trigger automatic full acceleration of equity accelerationawards upon a change of control, for awards granted since September 2015
		Nodiscretionary increases to incentive plan payouts for our named executive officers     Nohedging or pledging of company stock by our executive officers
		No dividends on unearned stock awards
		No repricing or exchange of underwater stock options without shareholder approval

FOCUS ON GOAL-SETTING

Each year, the ECC sets objective business performance targets and the amounts payable at different levels of performance under each of our incentive plans. These goals are part of our strategic planning process, and are derived from our Board-approved annual and multi-year business plans. Our incentive plan targets are generally set at levels that align with the financial guidance we provide to investors. At the time the goals are established, the ECC considers a variety of qualitative and quantitative factors, including:

Historically, this process has led to year-over-year increases in our annual corporate MIP targets over the past five years, demonstrating the rigor and consistent growth in these programs over time.

As part of the goal-setting process, at the time the goals are established the ECC also establishes definitions of the applicable financial metrics (including, for example, planned exchange rates for foreign currency translation) and automatic adjustments (including, for example, for unplanned changes in accounting standards, acquisitions, or dispositions) that would apply during the performance period. The Executive Compensation Committee, orECC uses these definitions and adjustments to better align our incentive plans with how we evaluate our business operations and trends and, in some cases, to allow certain strategic decisions to be made in the long-term interests of TJX without being influenced by incentive plan results. The effect of these items on our incentive plan results is included in the details below. The ECC has not made any discretionary increases to incentive plan payouts for our NEOs in recent years.

26    The TJX Companies, Inc.

THE DECISION MAKING PROCESS

THE ROLE OF THE EXECUTIVE COMPENSATION COMMITTEE

The ECC, a committee of our Board of Directors composed entirely of independent directors, oversees the compensation of our executive officers. The ECC has usedofficers, including 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 that focus on team-based execution and reward achievement of our core business goals.NEOs. In determining the overall level of executive compensation and establishing the design and mix of specific elements, the ECC follows a thoughtful and deliberate process and considers various quantitative and qualitative factors, such as:

The ECC consults with and reviews data from an independent compensation consultant, discussed further below, to assess the overall competitiveness of our executives’ individualNEOs’ compensation and our executive compensation program overall and to determine the appropriate levels and the mix of individual compensation components. Within the program, the ECC balances the overall mix of compensation elements based on the various factors described above, rather than applying apre-set ratio for each executive.

In addition to any special actions the ECC may take throughout the year in connection with its other charter responsibilities, the ECC typically reviews and approves elements of our named executive officers’NEOs’ compensation onusing the following annual schedule:general process:

Goal-setting

Each year, the ECC sets objective business performance targets and the amounts payable at different levels of performance under each of our incentive plans.These goals are generally intended to align with our strategic planning process, the Board-approved annual and multi-year business plans, and financial guidance we provide to investors. This rigorous process starts at our divisions and takes into account a variety of qualitative and quantitative factors at the time the goals are established, including: