Target Corporation (NYSE:TGT) Files An 8-K Submission of Matters to a Vote of Security Holders

Target Corporation (NYSE:TGT) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.

Submission of Matters to a Vote of Shareholders.

On June 13, 2018, Target Corporation (the “Company”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”) to: (1) elect directors for a one-year term; (2) ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm; (3) approve, on an advisory basis, the Company’s executive compensation (“Say on Pay”); and (4) vote on a shareholder proposal to adopt a policy for an independent chairman.

At the close of business on April 16, 2018, the record date of the Annual Meeting, the Company had 535,926,083 shares of common stock issued and outstanding. The holders of a total of 481,074,419 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a majority of the issued and outstanding shares on the record date for the Annual Meeting.

The final voting results and the votes used to determine the results for each proposal under the voting approval standard disclosed in the 2018 Proxy Statement (as indicated by the borders) are set forth below:

1.

The shareholders elected each of the following nominees as directors for a one-year term:

For

Against

Broker

Nominee

Shares

%

Shares

%

Abstain

Non-Votes

Roxanne S. Austin

396,283,786

96.5

14,251,548

3.5

1,027,003

69,512,082

Douglas M. Baker, Jr.

403,498,905

98.3

6,821,789

1.7

1,241,643

69,512,082

Brian C. Cornell

391,866,186

96.3

14,863,924

3.7

4,832,227

69,512,082

Calvin Darden

400,195,427

97.6

9,949,682

2.4

1,417,228

69,512,082

Henrique De Castro

408,466,224

99.5

1,980,257

0.5

1,115,856

69,512,082

Robert L. Edwards

407,409,262

99.3

2,897,039

0.7

1,256,036

69,512,082

Melanie L. Healey

406,863,680

99.1

3,594,523

0.9

1,104,134

69,512,082

Donald R. Knauss

406,767,216

99.2

3,464,896

0.8

1,330,225

69,512,082

Monica C. Lozano

408,286,816

99.5

2,225,225

0.5

1,050,296

69,512,082

Mary E. Minnick

398,340,835

97.1

11,978,798

2.9

1,242,704

69,512,082

Kenneth L. Salazar

406,037,913

98.9

4,433,799

1.1

1,090,625

69,512,082

Dimitri L. Stockton

407,836,637

99.4

2,451,718

0.6

1,273,982

69,512,082

2.The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2018:

For:

Shares

462,073,181

%

96.1

Against:

Shares

17,679,452

%

3.7

Abstain:

Shares

1,321,786

%

0.3

3.The shareholders approved, on an advisory basis, the Company’s executive compensation:

For:

Shares

388,278,380

%

94.9

Against:

Shares

20,896,915

%

5.1

Abstain:

Shares

2,387,042

Broker Non-Votes:

Shares

69,512,082

4.The shareholders did not approve a shareholder proposal to adopt a policy for an independent chairman:

For:

Shares

115,927,325

%

28.2

Against:

Shares

292,360,739

%

71.0

Abstain

Shares

3,274,273

%

0.8

Broker Non-Votes:

Shares

69,512,082

For purposes of determining the level of support needed for a shareholder to be eligible to resubmit a shareholder proposal in a following year under Rule 14a-8 under the Securities Exchange Act of 1934, the SEC uses a simple majority standard that compares votes cast “FOR” to votes cast “AGAINST” an item (which gives abstentions “No Effect”). Under that simple majority standard Item 4 received support of 28.4%.


About Target Corporation (NYSE:TGT)

Target Corporation offers everyday essentials and merchandise to its customers. The Company sells a range of general merchandise and food through its store and digital channels. The Company’s general merchandise stores offer an edited food assortment, including perishables, dry grocery, dairy and frozen items. The Company’s digital channels include a range of general merchandise, including various items found in its stores, along with a complementary assortment, such as additional sizes and colors sold only online. The Company’s brands include Archer Farms, Market Pantry, Threshold, Simply Balanced, Merona, up & up, Boots & Barkley, Room Essentials, Wine Cube, Circo, Smith & Hawken, Xhilaration, Embark, Ava & Viv, Spritz and Sonia Kashuk. The Company’s exclusive brands include C9 by Champion, DENIZEN from Levi’s, Nate Berkus for Target, Cherokee, Fieldcrest, Oh Joy! for Target, Mossimo, Genuine Kids from OshKosh, Shaun White, Kid Made Modern and Hand Made Modern.

An ad to help with our costs