Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 9, 2021
Target Corporation
(Exact name of registrant as specified in its charter)
Minnesota
1-6049
41-0215170
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
1000 Nicollet Mall,
Minneapolis,
Minnesota
55403
(Address of principal executive offices, including zip code)
(612)
304-6073
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.0833 per share
TGT
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o
Item 5.07.Submission of Matters to a Vote of Shareholders.
On June 9, 2021, Target Corporation (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) to: (1) elect each of the Company’s 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 amend the proxy access bylaw to remove the shareholder group limit.
At the close of business on April 12, 2021, the record date of the Annual Meeting, the Company had 497,571,030 shares of common stock issued and outstanding. The holders of a total of 428,260,798 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 2021 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
Douglas M. Baker, Jr.
356,742,762
98.3
6,243,679
1.7
9,853,082
55,421,275
George S. Barrett
369,167,603
99.2
2,841,078
0.8
830,842
55,421,275
Brian C. Cornell
347,541,515
93.7
23,389,229
6.3
1,908,779
55,421,275
Robert L. Edwards
369,566,255
99.4
2,417,051
0.6
856,217
55,421,275
Melanie L. Healey
364,361,654
97.9
7,790,362
2.1
687,507
55,421,275
Donald R. Knauss
369,237,494
99.3
2,755,562
0.7
846,467
55,421,275
Christine A. Leahy
370,727,340
99.6
1,384,223
0.4
727,960
55,421,275
Monica C. Lozano
365,313,225
98.2
6,771,836
1.8
754,462
55,421,275
Mary E. Minnick
352,059,223
94.6
20,067,082
5.4
713,218
55,421,275
Derica W. Rice
366,370,418
98.5
5,663,105
1.5
806,000
55,421,275
Kenneth L. Salazar
366,275,698
98.5
5,687,122
1.5
876,703
55,421,275
Dmitri L. Stockton
367,771,691
98.9
4,241,871
1.1
825,961
55,421,275
2.The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2021:
For:
Shares
405,176,703
%
94.6
Against:
Shares
22,327,146
%
5.2
Abstain:
Shares
756,949
%
0.2
3.The shareholders approved, on an advisory basis, the Company’s executive compensation:
For:
Shares
344,389,535
%
92.9
Against:
Shares
26,427,731
%
7.1
Abstain:
Shares
2,022,257
Broker Non-Votes:
Shares
55,421,275
4.The shareholders did not approve a shareholder proposal to amend the proxy access bylaw to remove the shareholder group limit:
For:
Shares
142,890,153
%
38.3
Against:
Shares
227,164,136
%
60.9
Abstain:
Shares
2,785,234
%
0.7
Broker Non-Votes:
Shares
55,421,275
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 38.6%.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TARGET CORPORATION
Date: June 10, 2021
/s/ Don H. Liu
Don H. Liu
Executive Vice President and Chief Legal & Risk Officer