8-KShareholder Matters

TARGET CORP 8-K Report, Shareholder Vote Results (Jun 11, 2020)

Filed June 11, 2020For Securities:TGT

Summary

This 8-K filing from Target Corporation (TGT) details the results of its 2020 Annual Meeting of Shareholders held on June 10, 2020. The meeting addressed key governance and compensation matters, with overwhelming shareholder support for all proposals. The primary focus was the election of directors, the ratification of the independent auditor, advisory approval of executive compensation, and the adoption of the 2020 Long-Term Incentive Plan. Notably, all director nominees were elected with substantial majority support, indicating strong shareholder confidence in the current board leadership.

Key Highlights

  • 1All director nominees were elected with a significant majority of shareholder votes, with percentages ranging from 93.8% to 99.5% in favor.
  • 2Ernst & Young LLP was overwhelmingly ratified as Target's independent registered public accounting firm for fiscal year 2020, receiving 94.2% of shareholder votes.
  • 3Shareholders provided strong advisory support for the company's executive compensation, with 93.6% of votes cast in favor of the "Say on Pay" proposal.
  • 4The Target Corporation 2020 Long-Term Incentive Plan was approved by a substantial majority of shareholders, with 93.7% of votes cast in favor.
  • 5A high level of shareholder participation was observed, with over 442.6 million shares represented, constituting a majority of the issued and outstanding shares.
  • 6A substantial number of broker non-votes (over 59.7 million shares) were recorded for the executive compensation and long-term incentive plan proposals, typical in these types of votes.
  • 7The filing confirms the strong endorsement of Target's governance practices and compensation philosophy by its shareholders.

Frequently Asked Questions

The main items voted on were the election of directors, the ratification of Ernst & Young LLP as the independent auditor, an advisory vote on executive compensation (Say on Pay), and the approval of the Target Corporation 2020 Long-Term Incentive Plan.

Yes, all director nominees were elected for a one-year term with very strong support. For example, George S. Barrett received 99.5% of the votes in favor, and Brian C. Cornell received 93.8%.

The shareholders approved the company's executive compensation on an advisory basis ('Say on Pay') with 93.6% of the votes cast in favor. This indicates general shareholder satisfaction with the executive pay structure.

Yes, the appointment of Ernst & Young LLP as Target's independent registered public accounting firm for fiscal year 2020 was ratified with overwhelming support, receiving 94.2% of the shareholder votes.