8-KShareholder Matters

TARGET CORP 8-K Report, Shareholder Vote Results (Jun 13, 2014)

Filed June 13, 2014For Securities:TGT

Summary

This Form 8-K report from Target Corporation, filed on June 13, 2014, details the outcomes of its 2014 Annual Meeting of Shareholders held on June 11, 2014. The meeting covered several key agenda items, including the election of directors, ratification of the independent auditor, and advisory votes on executive compensation and various shareholder proposals. Key takeaways for investors include the strong approval for the re-election of directors, a high ratification rate for Ernst & Young LLP as the auditor, and a supportive advisory vote on executive compensation. However, several shareholder proposals, including those related to eliminating perquisites, adopting an independent chairman policy, and prohibiting certain types of discrimination, failed to gain majority support from shareholders. This indicates a divergence in priorities between management/board and a segment of the shareholder base on these specific governance and policy matters.

Key Highlights

  • 1All nominated directors were elected for a one-year term, with most receiving over 78% of the vote. Kenneth L. Salazar and John G. Stumpf received particularly strong support.
  • 2Shareholders overwhelmingly ratified the appointment of Ernst & Young LLP as Target's independent registered accounting firm for fiscal 2014 with 97% of the vote.
  • 3An advisory vote on executive compensation ('Say-on-Pay') was approved by approximately 77.9% of the shareholders.
  • 4A shareholder proposal to eliminate perquisites was strongly rejected by shareholders, with only 3.9% voting in favor.
  • 5A shareholder proposal to adopt a policy for an independent chairman did not pass, with 53.6% of shareholders voting against it.
  • 6A shareholder proposal to adopt a policy prohibiting discrimination "against" or "for" persons also failed to gain traction, receiving only 3.1% support.
  • 7A substantial portion of shares (64,727,463) were noted as 'Broker Non-Votes' across several proposals, indicating shares held by brokers for customers who did not provide voting instructions.

Frequently Asked Questions

This 8-K filing was made to report the final voting results from Target Corporation's 2014 Annual Meeting of Shareholders, which took place on June 11, 2014. It covers the outcomes of director elections and votes on auditor ratification, executive compensation, and several shareholder proposals.

Shareholders elected all nominated directors for a one-year term. The support levels varied, with most directors receiving over 78% of the votes cast, indicating broad confidence in the current board composition.

Most shareholder proposals did not pass. Proposals to eliminate perquisites, adopt an independent chairman policy, and prohibit certain discrimination failed to gain majority shareholder approval. This suggests that the majority of shareholders were not in favor of these specific changes at this time.

'Broker Non-Votes' represent shares held by a brokerage firm in its name on behalf of a client (the beneficial owner). If the beneficial owner does not provide voting instructions to the broker, the broker is generally prohibited from voting these shares on routine matters but may vote them on routine matters. In this filing, it signifies shares for which brokers did not receive instructions and therefore could not vote on certain proposals.