8-KCorporate ChangesExhibits & Filings

TARGET CORP 8-K Report, Bylaw Amendment (Sep 10, 2009)

Filed September 10, 2009For Securities:TGT

Summary

Target Corporation (TGT) filed an 8-K report on September 10, 2009, detailing amendments to its corporate bylaws. The most significant change is the introduction of an enhanced advance notice requirement for shareholder nominations of director candidates, increasing the notice period from 60 days to 90 days. This provision also mandates greater disclosure regarding the shareholder's economic interests in Target, including derivative securities. These amendments aim to modernize Target's governance structure and leverage flexibility under revised Minnesota corporate statutes. The advance notice bylaw provision is contingent upon shareholder approval of corresponding amendments to the Articles of Incorporation, which Target intends to seek at the 2010 annual meeting. If approved, the new bylaw would become effective for the 2011 annual meeting. Other changes include updated provisions for board committees, officer duties, and the allowance for electronic communications and uncertificated shares.

Key Highlights

  • 1Target Corporation amended and restated its corporate Bylaws effective September 9, 2009.
  • 2A key change is the implementation of an advance notice requirement for shareholder director nominations, extending the period from 60 to 90 days.
  • 3The updated Bylaws require increased disclosure on proponents' economic interests in Target, including derivative securities.
  • 4These changes are intended to modernize governance and align with revised Minnesota corporate statutes.
  • 5The new advance notice provision for nominations is subject to shareholder approval of amendments to the Articles of Incorporation, planned for the 2010 annual meeting.
  • 6If approved, the 90-day notice requirement would be effective for the 2011 annual meeting.
  • 7Other amendments clarify board committee roles, officer duties, and permit electronic communications and uncertificated shares.

Frequently Asked Questions

The primary purpose is to modernize Target's corporate governance, enhance flexibility under revised Minnesota statutes, and implement an updated advance notice requirement for shareholder director nominations.

Shareholders must now provide 90 days' advance notice for director nominations, an increase from the previous 60-day requirement. Additionally, they must disclose their economic interests in Target, including those related to derivative securities.

The new 90-day advance notice provision for director nominations will not be effective until Target's shareholders approve amendments to the Articles of Incorporation. Target plans to seek this approval at the 2010 annual shareholders' meeting, with the bylaw provision potentially taking effect for the 2011 annual meeting.

Yes, other changes include removing the specific requirement for the annual meeting to be held in May, updating provisions for board committees, clarifying the Chairman of the Board role, updating officer duties, and reflecting statutory changes like the permitted use of electronic communications and uncertificated shares.