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