THE TJX COMPANIES, INC. STOCK INCENTIVE PLAN PLAN PROSPECTUS

Transcription

1 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of THE TJX COMPANIES, INC. STOCK INCENTIVE PLAN PLAN PROSPECTUS This Prospectus relates to shares of common stock that The TJX Companies, Inc. (referred to as the Company or we ) may issue to our employees and directors, or their beneficiaries, under The TJX Companies, Inc. Stock Incentive Plan (as amended from time to time, the Plan ). Our common stock is listed on the New York Stock Exchange under the symbol TJX. We use the term stock in this Prospectus to refer to our common stock. The date of this Prospectus is September 17, 2015

2 What is this Prospectus? THE TJX COMPANIES, INC. STOCK INCENTIVE PLAN PLAN PROSPECTUS Introduction This Prospectus briefly describes the terms of The TJX Companies, Inc. Stock Incentive Plan (the Plan ) applicable to all awards under the Plan as well as the basic terms of stock options granted under the Plan. It may not contain all of the information that is important to you. You can find additional information about our stock option program in the Global Stock Option Program Guide, which is available through the Merrill Lynch web site. Additional information about other types of awards that may be granted under the Plan is contained in additional supplements to this Prospectus. We also urge you to read the Plan, a copy of which is available upon request. The Plan allows us to adopt subplans that contain additional or modified terms for jurisdictions outside of the United States. If your award was granted under a subplan, the terms of the subplan will apply to your award, and we urge you to read the subplan together with the Plan. We have established a subplan, the Stock Incentive Plan Rules for U.K. Employees, for certain stock option awards to our U.K. associates. In this Prospectus we refer to that subplan as the U.K. Subplan. For more information about the Plan or for a copy of the Plan and any applicable subplan, you may contact TJX Total Rewards, at the following address and telephone number: TJX Total Rewards, Attn: TJX Stock Incentive Plan Administration, The TJX Companies, Inc., 770 Cochituate Rd., Framingham, MA (phone: (774) or, from outside the U.S., ). If there is any discrepancy between this Prospectus or any other document provided to you, and the terms of the Plan, the Plan (including any applicable subplan), controls. What is the purpose of the Plan? Overview/Plan Basics The purpose of the Plan is to secure for the Company and its stockholders the benefit of the incentives inherent in stock ownership and to provide incentive awards to selected key employees of the Company and its subsidiaries, and to our non-employee directors, who are responsible for and contribute to our long-term growth. The Plan is not required to be and is not qualified under Section 401(a) of the Internal Revenue Code, which we refer to as the Code in this Prospectus. It is also not subject to the provisions of the Employee Retirement Income Security Act of

3 How is the Plan administered? The Plan is administered by the Executive Compensation Committee of our Board of Directors. We use the term Committee in this Prospectus to describe the persons (the Executive Compensation Committee and its authorized delegates) charged with administering the Plan. The composition of the Executive Compensation Committee and the relationships between its respective members and the Company are discussed in more detail on our website and in the proxy statement for our most recent annual meeting of stockholders, which is publicly filed with the Securities and Exchange Commission and is delivered to Plan participants. The Committee has full authority, consistent with the Plan, to determine who will receive awards under the Plan, to determine the amounts, terms, and conditions of any awards under the Plan, and to grant such awards, among other administrative responsibilities. The Committee has the right to determine any questions that may arise regarding the interpretation and application of the provisions of the Plan and to make, administer, and interpret such rules and regulations as it deems advisable. Determinations of the Committee bind all parties. How many shares of stock can be issued under the Plan? As of February 2, 2013 the maximum number of shares that may be issued under the Plan was 89,224,956. For purposes of this limit, the Plan contains specific share-counting rules. Shares of stock issued under the Plan may be authorized but unissued shares or shares reacquired by the Company. Plan limits are subject to adjustments for stock splits and similar events, as described below. Who is eligible to participate in the Plan? Full or part-time officers and other key employees of the Company and its subsidiaries who are selected from time to time by the Committee, and our non-employee directors, are eligible to participate in the Plan. What is the term of the Plan? Awards under the Plan may not be granted after June 11, However, outstanding awards may extend beyond that date. What types of awards may be offered under the Plan? The Committee has the power under the Plan to grant stock options and a broad variety of other equity and equity-based awards. We refer to awards other than stock options and stock appreciation rights as full-value awards. Additional information about full value awards is contained in supplements to this Prospectus. 2

4 Does the Plan place other limits on awards? Yes. The maximum number of shares of stock subject to awards that may be granted to any participant in any consecutive three-year period as stock options, stock appreciation rights or performance-based awards is 16,000,000 shares. In addition, with limited exceptions specified in the Plan, full value awards may not have a vesting date sooner than three years from the date of grant. Full value awards of up to 2,500,000 shares may be granted after February 2, 2013 without regard to this limitation. These limits are subject to adjustments for stock splits and similar events, as described below. How do stock options work? Stock Options A stock option gives you the conditional right to purchase shares of TJX common stock from the Company within a limited period of time at a specified purchase price (called the exercise price or grant price ) determined by the Committee. The exercise price of a stock option granted under the Plan cannot be less than 100% of the fair market value of the underlying stock on the date of the grant. The exercise right is typically conditional. For example, you typically would need to remain employed by the Company (or one of its subsidiaries) for a certain amount of time before being able to exercise your stock option, and the period during which the stock option remains exercisable would also typically depend on continuation of your employment. The particular terms that apply to your stock option are specified in the stock option terms and conditions or, in some cases, a stock option certificate or other award document. We refer to these documents in this Prospectus as the terms and conditions of your award. By accepting your stock option award, you are agreeing to its terms and conditions. What kind of stock options are granted under the Plan? Our practice has been to grant all stock options under the Plan as non-qualified stock options for U.S. federal income tax purposes (that is, stock options that do not qualify as incentive stock options or ISOs under applicable U.S. federal income tax rules). Certain stock options for U.K. participants are granted under the U.K. Subplan, which means those options may be eligible for preferential tax treatment in the U.K., subject to applicable U.K. tax rules. Refer to the Global Stock Option Program Guide for more information. When may I exercise a stock option? Your stock option terms and conditions will specify when your stock option may become exercisable (or vest ). You should review your award documents for the particular vesting terms and conditions that may apply to that award. These terms and conditions are determined 3

5 by the Committee, and the Committee may accelerate the exercisability of your stock option at any time. Once a portion of your option vests, you can exercise the vested portion of your option in accordance with and subject to the terms of your award and the Plan. The period during which you may exercise your option is referred to as the option term. The latest date on which your option may be exercised under any circumstance (the expiration date specified in your award) is no later than 10 years from the date of grant. However, the option term may end before the expiration date upon the occurrence of certain events, including if your employment with the Company and its subsidiaries terminates (as described below). What happens if my employment with the Company terminates? If your employment terminates, your stock option will be treated as described in the terms and conditions of your award and the Plan. You should check your award for the particular terms and conditions that apply to your option. The Plan contains default rules that govern the treatment of stock options upon a termination of a Plan participant s employment. Unless the Committee provides otherwise, the following default rules of the Plan will apply: Reason for Termination of Employment Termination of Employment (in general) Death or Disability Normal Retirement: retirement at or after age 65 with at least 5 years of service Special Service Retirement: retirement at or after age 60 with at least 20 years of service, or at or after age 65 with at least 10 years of service Termination for Cause (as determined under the Plan) Summary of Default Rules for Stock Option Awards Vested Options Subsequent Period Unvested Options for Exercise* Up to 3 months Terminated Up to 5 years, including options that partially vest upon termination Up to 5 years Up to 5 years, including options that vest after termination Terminated, except that partial (prorated) vesting applies to options granted more than 3 months before termination Terminated Options continue to vest over a 3 year period Immediately Terminated *Upon death during the last year of the option term following Normal Retirement, Special Service Retirement, or termination due to Disability, the option term will be extended for up to 1 year (until the first anniversary of the date of death). In no event will the subsequent period for exercise following any termination extend beyond the expiration date. 4

6 It is important that you consult the terms and conditions of your stock option and the Plan to determine the specific terms (including consequences of a termination of employment) that apply to your option, which may be different than the default rules described above. How do I exercise a stock option? In general, exercising a stock option means buying some or all of the shares covered by the vested portion of your option award at the exercise price. TJX stock option exercises are administered through Merrill Lynch, which has been retained by the Company to provide Planrelated services. An account will be established for you at Merrill Lynch as part of your award acceptance process. Through Merrill Lynch, you are able to exercise your option (to the extent it is exercisable) on a cashless basis that is, by directing Merrill Lynch to sell enough shares of stock from your award to cover the exercise price of your option, any tax or other withholdings associated with the exercise, as well as any brokerage commissions and other applicable transaction fees. Merrill Lynch remits the net proceeds to you, either in cash or by crediting the net shares to your account. You should refer to the Global Stock Option Program Guide for more information on exercising your options, including information about applicable commissions and other fees. What happens if I do not exercise my option? Your option will expire at the end of the option term (for example, at the expiration date or in connection with a termination of employment). However, except as otherwise provided below, if your stock option is in the money (that is, the per-share value of Company stock is greater than the per-share exercise price of your option), and your stock option has not previously terminated or been exercised, on the date that your option would otherwise have expired, any vested and outstanding portion of the stock option will automatically be exchanged for the difference between the fair market value of the stock and the aggregate exercise price, less any tax or other withholdings and any applicable transaction fees. This amount will be paid to your Merrill Lynch account in shares of stock. In general, this automatic net settlement provision does not apply to awards made before January 31, 2009 or to options subject to the U.K. Subplan. Does the grant of an option give me the rights of a stockholder? No. Receiving a stock option does not make you a stockholder of the Company. In order to have the rights of a stockholder (including, for example, any rights to dividends) with respect to shares subject to a stock option, you must actually acquire the shares (for example, by exercising the option). May I transfer my stock options? No. Except for transfers at death, options are non-transferable. During your lifetime, your options may only be exercised by you. 5

7 What if I die while exercisable stock options that were previously granted to me are still outstanding? In general, if you die following any termination of employment (other than a termination for cause), your vested options can be exercised by your legal representative or legatee for the remaining post-death option term specified in your award. ADDITIONAL INFORMATION APPLICABLE TO AWARDS UNDER THE PLAN What if there is a stock split or similar change affecting the Company s stock? The Committee will make appropriate adjustments in the event of a change affecting the stock of the Company resulting from a stock dividend, stock split, reverse stock split or similar event, or an extraordinary dividend, distribution or restructuring. These adjustments include appropriate adjustments to the maximum share limits in the Plan, to the number and kind of shares subject to outstanding awards and any new awards, and to the exercise price of outstanding stock option awards. What happens to outstanding awards if the Company is involved in a merger or similar corporate transaction? Upon a Change of Control of the Company, stock options will become fully exercisable and restrictions on certain other types of awards will be deemed waived unless the Committee expressly provided otherwise at the time of grant. A Change of Control is defined in the Plan and generally consists of the following: (i) a change of control required to be reported under the Securities Exchange Act of 1934, as amended; (ii) the acquisition of 20% or more of our common stock followed by a change in a majority of our Board of Directors; (iii) a proxy solicitation or solicitations followed by a change in a majority of our Board of Directors; and (iv) the execution of certain agreements of acquisition, merger or consolidation followed by consummation of the transactions contemplated by such agreement. The Committee may also, at any time, accelerate awards and waive conditions and restrictions on any awards. In the event of a merger, consolidation, dissolution or liquidation of the Company, the Committee in its discretion may provide for substitutions or adjustments to the number and kind of shares reserved under the Plan and the number, kind and exercise price of shares subject to outstanding awards, or may accelerate, amend or terminate outstanding awards (subject to the Change of Control provisions described above). A termination of the vested portion of any award requires payment or other consideration deemed by the Committee to be equitable under the circumstances. Am I required to accept the terms and conditions of awards under the Plan? Yes. Under the Plan, the Committee can require that you accept all terms and conditions of an award as a condition of the award. If you do not accept the terms and conditions in the 6

8 form and in the timeframe specified by the Committee, you will lose any entitlement to the award. Does participation in the Plan give me any employment or similar rights? No. The Plan does not provide you any right to continued service with the Company or its subsidiaries, and the Plan does not interfere in any way with the right of the Company or its subsidiaries to terminate or alter the terms of your service at any time. Receiving an award under the Plan does not give you any right to receive other awards under the Plan. When does a termination of employment occur for purposes of my awards under the Plan? In general, for purposes of the Plan your employment is considered to terminate on the last day of your actual employment with the Company or its subsidiaries, whether or not the last day is determined by agreement between you and the Company, and whether the termination is with or without notice. If you are an employee of a subsidiary, your employment terminates when the subsidiary ceases to be a subsidiary of the Company, unless you continue to be employed by the Company or another subsidiary. Any notice period under applicable law is not taken into account in determining your entitlement under the Plan or any award. A transfer of employment between any of the Company or its subsidiaries, and certain approved leaves of absence, are not considered terminations of employment. Does the Plan impose other conditions on the delivery or transfer of stock? Yes. No shares of stock will be delivered until all applicable securities law and other legal and stock exchange requirements have been satisfied, and the Committee may impose additional requirements as it deems appropriate. In addition to the restrictions on transfer of stock options described above, no award under the Plan may be sold, assigned, transferred (except for transfers at death), pledged or otherwise encumbered or disposed, of except as specifically provided under the Plan or permitted by the Committee. All awards are subject to applicable prohibitions under Company policy regarding the use of awards for pledging or in any hedging or derivative transactions. Do special rules apply to awards made to officers, directors, and principal stockholders? Yes, several special rules apply. Section 16(a) of the Securities Exchange Act of 1934 requires, subject to very limited exceptions, that changes in the beneficial ownership of shares of Company stock by certain officers, directors and principal shareholders be promptly reported to the Securities and Exchange Commission on prescribed forms. Persons subject to the reporting requirements of Section 16(a) may also be required to disgorge to the Company any profit attributable to purchases and sales, or sales and purchases, occurring within a six-month period of one another, although important exemptions apply in the case of most Plan stock option awards. 7

9 Other restrictions and limitations may apply in the case of officers, directors and principal stockholders, including, without limitation, our own policies regarding the timing or permissibility of transactions involving stock and awards. May the Company amend or terminate the Plan? Yes. The Committee or our Board of Directors may at any time amend or terminate the Plan or amend any outstanding awards, subject to stockholder approval in limited cases. However, your consent is required for any action that would materially adversely affect your rights under any outstanding award you hold. The Committee or our Board of Directors may at any time, consistent with the objectives of the Plan, adopt modifications, procedures, subplans and forms of award as it determines to be necessary or desirable to comply with foreign laws or regulatory requirements or to facilitate Plan administration for participants in foreign countries, notwithstanding any provision of the Plan. In addition to being subject to the Plan and an award s terms and conditions, awards that are granted under a subplan will be subject to the terms of that subplan. The Company has established the U.K. Subplan, which is applicable to certain options granted to our U.K. associates. * * * 8

10 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file at the SEC s public reference room in Washington, D.C. Please call the SEC at SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public on the SEC s web site at The SEC allows us to incorporate by reference the documents we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Prospectus, and the information that we file later with the SEC will automatically update and supersede this information. We filed registration statements, including most recently on June 21, 2013, in accordance with SEC Form S-8, Part II with respect to shares of Company stock deliverable under the Plan, which incorporated certain documents by reference. We incorporate those documents by reference in this Prospectus as well. In addition, all documents subsequently filed by us under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 and prior to the end of this offering are deemed incorporated in this Prospectus from the date of their filing and to be a part hereof from the date of filing such documents. You may obtain, without charge, copies of documents incorporated by reference in this document by requesting them in writing or by telephone from: Global Communications Department The TJX Companies, Inc. 770 Cochituate Rd. Framingham, MA (508) * * * No person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus in connection with the offer contained in this Prospectus, and, if given or made, that information or those representations must not be relied upon as having been authorized by the Company. This Prospectus relates solely to shares issuable under the Plan and it may not be used or relied on in connection with any other offer or sale of securities of the Company. Neither the delivery of this Prospectus nor any sale made hereunder will, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof. This Prospectus does not constitute an offer or solicitation in any state in which, or to any person to whom, it is unlawful to make such an offer or solicitation. * * * 9

11 DESCRIPTION OF CERTAIN SIGNIFICANT U.S. FEDERAL INCOME TAX CONSEQUENCES The following briefly summarizes certain significant U.S. federal income tax consequences of stock options under the Plan and is based on the law as in effect on the date of this Prospectus. The Global Stock Option Program Guide includes additional information about certain tax consequences of stock option awards outside the United States. Supplements to this Prospectus include additional tax information about certain awards other than stock options, and applicable supplements are provided to you if you receive such an award. All tax consequences are subject to change, including changes with retroactive effect. Other tax consequences, including state, local or non-u.s. tax consequences and U.S. tax consequences other than federal income tax consequences, may also be relevant to you. You are urged to consult your personal tax advisor for any additional details that may be relevant to your personal circumstances. All options granted under the Plan are intended to be non-qualified stock options under the Code, and all references below to stock options mean a non-qualified stock option. What are some of the significant U.S. federal income tax effects of the grant and exercise of a non-qualified stock option? In general, the grant of a stock option does not itself result in taxable income. Taxable income also does not result merely because a stock option becomes exercisable. However, you will have taxable income when you exercise a stock option and may have further tax consequences when you dispose of any shares of stock you purchased upon exercise. When you exercise a stock option you will realize ordinary income equal to the excess of the value of the shares purchased over the exercise price. This excess is sometimes referred to as the option spread. Any subsequent sale of shares purchased upon exercise of a stock option may result in a capital gain or loss. When you sell shares at a loss, you may be entitled to claim a loss for tax purposes, although the tax rules do not allow a loss on certain sales, including socalled wash sales. The amount of gain or loss recognized on any sale will depend on your tax basis in the shares. Where the stock option exercise price is paid entirely in cash (including cash paid by a broker in connection with a cashless exercise), your tax basis is the amount of cash paid plus any additional ordinary income realized upon exercise of the stock option. If your stock option is surrendered for shares equal in value to the option spread, the shares delivered to you will have a tax basis equal to any cash paid plus the ordinary income realized in the transaction. Are stock options and other awards under the Plan subject to tax or other withholding? Under the Plan, no later than the date on which you are required to include the value of an award in your income, you are required to pay to the Company, or make arrangements satisfactory to the Committee, to satisfy the payment of, any applicable federal, state or local taxes required to be withheld. The Committee may, but need not, permit you to tender previously owned shares of stock in satisfaction of tax withholding requirements, or to elect to 10

12 satisfy tax withholding requirements by having the Company hold back shares of stock from an award (but in no event in excess of the minimum amount required to be withheld for federal, state and local taxes). The Company has the right, to the extent permitted by law, to deduct any such taxes, or other legally or contractually required withholdings, from any payment of any kind otherwise due to you. The Company may withhold or otherwise administer the Plan to comply with tax obligations under any applicable foreign laws. Are there other tax considerations I should be aware of? Company Deductions In general, a deduction will be available to the Company for any ordinary compensation income realized by a participant upon exercise of a stock option. The deduction will generally be available in the same year as that in which the participant realizes the income for income tax purposes. Other The Code imposes an additional 20% income tax, plus, in some cases, a premium interest tax, on nonqualified deferred compensation that does not comply with certain specified documentary and operational requirements. Stock options granted under the Plan are intended to be exempt from these requirements and any Committee actions with respect to option awards will be exercised in a manner consistent with that intent. In addition, under the Code, the vesting or accelerated exercisability of options or other awards in connection with a change of control of a corporation may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the change in control, in excess of certain limits. If these limits are exceeded, a substantial portion of amounts payable to the participant, including income recognized by reason of the grant, vesting or exercise of stock options or other awards, may be subject to an additional 20% federal tax and may be non-deductible to the corporation. None of the Company, its subsidiaries, our Board of Directors or the Committee (or any officer, director or employee of the Company or any subsidiary or any member of the Board of Directors or the Committee) will be liable to any participant or any beneficiary by reason of any additional tax, including any interest or penalty, or any other adverse tax or other consequence resulting from any action or failure to act with respect to any award under the Plan (including any accelerated vesting or automatic settlement of a stock option) or by reason of the failure of any award to comply with, or to qualify for an exemption from, the deferred compensation rules under the Code. 11

13 The TJX Companies, Inc.