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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 14, 2017, Target Corporation (the Company) held its 2017
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 Companys independent registered public
accounting firm; (3) approve, on an advisory basis, the Companys
executive compensation (Say on Pay); (4) approve, on an advisory
basis, the frequency of the Companys Say on Pay votes, and (5)
approve the Target Corporation Executive Officer Cash Incentive
Plan.
At the close of business on April 17, 2017, the record date of
the Annual Meeting, the Company had 551,601,217 shares of common
stock issued and outstanding. The holders of a total of
493,626,332 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 2017 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
392,361,514
94.8
21,434,062
5.2
1,223,158
78,607,598
Douglas M. Baker, Jr.
355,374,792
86.0
57,796,230
14.0
1,847,712
78,607,598
Brian C. Cornell
385,594,296
94.5
22,611,328
5.5
6,813,110
78,607,598
Calvin Darden
404,165,516
97.7
9,556,524
2.3
1,296,694
78,607,598
Henrique De Castro
406,489,537
98.3
7,150,354
1.7
1,378,843
78,607,598
Robert L. Edwards
409,648,961
99.1
3,913,814
0.9
1,455,959
78,607,598
Melanie L. Healey
407,138,479
98.4
6,549,963
1.6
1,330,292
78,607,598
Donald R. Knauss
406,446,285
98.3
7,127,032
1.7
1,445,417
78,607,598
Monica C. Lozano
410,083,666
99.1
3,605,550
0.9
1,329,518
78,607,598
Mary E. Minnick
408,639,622
98.8
5,016,073
1.2
1,363,039
78,607,598
Derica W. Rice
409,645,813
99.0
3,935,718
1.0
1,437,203
78,607,598
Kenneth L. Salazar
408,886,583
98.8
4,787,972
1.2
1,344,179
78,607,598
2. The shareholders ratified the appointment of Ernst Young LLP
as the Companys independent registered public accounting firm for
fiscal 2017:
For:
Shares
475,584,948
%
96.3
Against:
Shares
16,598,911
%
3.4
Abstain:
Shares
1,442,473
%
0.3
3. The shareholders approved, on an advisory basis, the Companys
executive compensation:
For:
Shares
386,775,751
%
93.9
Against:
Shares
25,298,152
%
6.1
Abstain:
Shares
2,944,831
Broker Non-Votes:
Shares
78,607,598
4. The shareholders approved, on an advisory basis, a frequency
of 1 Year as the recommendation for the frequency of Say on Pay
votes:
1 Year:
Shares
366,178,122
%
88.7
2 Years:
Shares
1,865,952
%
0.5
3 Years:
Shares
44,589,443
%
10.8
Abstain:
Shares
2,385,217
Broker Non-Votes:
Shares
78,607,598
The Board of Directors has determined to include the non-binding
advisory vote on executive compensation at each annual meeting of
shareholders until the next required vote on the frequency of
shareholder votes on executive compensation.
5.
The shareholders approved the Target Corporation Executive
Officer Cash Incentive Plan:
For:
Shares
398,586,471
%
Against:
Shares
13,322,150
%
3.2
Abstain:
Shares
3,110,113
%
0.7
Broker Non-Votes:
Shares
78,607,598
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
(10)KK
Target Corporation Executive Officer Cash Incentive Plan.

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.

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