Proxy Blog

The TJX Companies, Inc.

May 7, 2020

The annual proxy for this off-price discount retailer had the following proposals: 

  1. Proforma proposals on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Shareholder proposals on reduction in chemical footprint, animal welfare, target amounts for CEO compensation, and disclosure regarding executive share retention 

Magni voted as follows: 

  1. For and against proforma proposals.
    For directors – The disclosures in the proxy meet the criteria in Magni’s policy on election of directors
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against say-on-pay”  The company is not benchmarked against the peer group. 
  2. For and against shareholder proposals.
    For reduction in chemical footprint – The shareholder proposal requests a report on chemical usage. The company response was about what they do; however, the response did not address the issue of reporting. Opaqueness is inconsistent with good governance.
    -Against animal welfare – This vote was difficult. The proposal was generic and did not allege any bad actions by the company. The proposal requested a company policy. The company response was generic as well. If the shareholder resubmits this proposal and includes something about what the company is doing wrong, then Magni would support it.
    -Against target amounts for CEO compensation – This proposal is a variation on proposals made in prior years. Generally, Magni does not see shareholders as responsible for designing compensation systems. If the company provided the disclosure required to gain Magni support on the “say-on-pay” advisory vote, then it would be even easier for Magni to vote against this proposal. If the company doesn’t improve the executive compensation disclosures, Magni will begin voting for these types of proposals.
    -Against disclosure regarding executive share retention- This proposal seeks to require executives to retain more of the shares received in compensation. The company already has ownership guidelines. The proposal fails to document any deficiency in the current program, except that the shareholder wants more shares retained by executives. Magni has already identified higher-priority deficiencies in the company’s executive compensation system.