8-KLeadership ChangesExhibits & Filings

TARGET CORP 8-K Report, Executive Changes (May 5, 2014)

Filed May 5, 2014For Securities:TGT

Summary

This 8-K filing from Target Corporation, dated May 5, 2014, announces a significant leadership change. The Board of Directors has decided that it is in the best interest of the company for President and CEO Gregg W. Steinhafel to step down from his roles, effective immediately. He has also resigned as a Director but will remain with Target in an advisory capacity to aid in the transition. In response to Mr. Steinhafel's departure, the Board has appointed John J. Mulligan, currently the Chief Financial Officer, as Interim President and CEO. Additionally, Roxanne S. Austin has been elected as Interim Chair of the Board. The filing also touches upon the severance arrangements for Mr. Steinhafel, which are contingent upon him signing an agreement that includes a non-solicitation clause and a release of claims. Further details regarding additional compensation for his departure are pending and will be disclosed in an amended filing.

Key Highlights

  • 1Gregg W. Steinhafel has stepped down as President and Chief Executive Officer of Target Corporation, effective immediately.
  • 2John J. Mulligan, previously CFO, has been appointed as Interim President and CEO.
  • 3Roxanne S. Austin has been elected as Interim Chair of the Board.
  • 4Mr. Steinhafel has resigned as a Director but will continue to be employed by Target in an advisory role to facilitate the transition.
  • 5Severance payments for Mr. Steinhafel are subject to him signing a release agreement, including non-solicitation provisions and a release of claims.
  • 6The company may recover severance payments and terminate outstanding equity awards if Mr. Steinhafel joins a specified competitor.
  • 7Additional compensation details for Mr. Steinhafel's departure are pending and will be disclosed in a future amendment.

Frequently Asked Questions

The filing states that the Board of Directors and Mr. Steinhafel mutually decided that a leadership change was in Target's best interests, following extensive discussions.

John J. Mulligan, formerly the Chief Financial Officer, has been appointed as Interim President and CEO. Roxanne S. Austin has been elected as Interim Chair of the Board.

Mr. Steinhafel will receive severance payments under Target's Income Continuance Plan, provided he signs an agreement that includes a non-solicitation clause and a release of claims. These payments may be recovered, and equity awards terminated, if he joins a specified competitor. The Board has not finalized all compensation-related aspects of his departure.

Yes, Target has indicated that it will file an amendment to this Form 8-K to disclose any additional compensation-related elements of Mr. Steinhafel's transition and departure.