Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) June 13, 2018
 
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:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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  o

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 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%.







SIGNATURE
 
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 14, 2018
/s/ Don H. Liu
 
Don H. Liu
 
Executive Vice President and Chief Legal & Risk Officer