8-KShareholder Matters

TARGET CORP 8-K Report, Shareholder Vote Results (Jun 14, 2022)

Filed June 14, 2022For Securities:TGT

Summary

This 8-K filing from Target Corporation details the results of their 2022 Annual Meeting of Shareholders held on June 8, 2022. The meeting addressed several key proposals, including the election of directors, ratification of the independent auditor, executive compensation, and two shareholder proposals. All management-backed proposals, including the election of all director nominees, the ratification of Ernst & Young LLP as the independent auditor for fiscal year 2022, and the advisory vote on executive compensation, received overwhelming support from shareholders. However, two shareholder proposals did not pass. The proposal to amend the proxy access bylaw to remove the shareholder group limit failed to gain majority support, and a proposal concerning the method of holding non-in-person shareholder meetings was also overwhelmingly rejected. The substantial majority support for management proposals indicates continued investor confidence in the company's governance and strategic direction, while the rejection of shareholder proposals reflects a divergence in views on specific corporate governance matters.

Key Highlights

  • 1All twelve director nominees were overwhelmingly elected for a one-year term, with support generally exceeding 94% for each nominee.
  • 2Shareholders overwhelmingly ratified the appointment of Ernst & Young LLP as Target's independent registered public accounting firm for fiscal year 2022 with 91.7% of the vote.
  • 3An advisory vote on executive compensation ('Say on Pay') received strong approval, with 92.7% of shareholders voting in favor.
  • 4A shareholder proposal to amend the proxy access bylaw to remove the shareholder group limit was not approved, with 63.3% voting against it.
  • 5A shareholder proposal regarding the method of holding shareholder meetings that are not held in person was overwhelmingly rejected, receiving only 0.0% support.
  • 6A significant number of broker non-votes (over 54 million shares) were recorded for several proposals, particularly the shareholder proposals, indicating a lack of direct instruction from beneficial owners.
  • 7A total of 400,324,619 shares, representing a majority of outstanding shares, were present in person or by proxy, ensuring quorum for the meeting.

Frequently Asked Questions

The main outcomes were the overwhelming approval of all director nominees, the ratification of Ernst & Young LLP as the independent auditor, and strong support for the advisory vote on executive compensation. However, two shareholder proposals, one on proxy access and another on meeting procedures, did not receive shareholder approval.

Yes, shareholders approved Target's executive compensation on an advisory basis (also known as 'Say on Pay') with a substantial 92.7% of the votes cast in favor.

The shareholder proposal to amend the proxy access bylaw failed to gain majority support, with 63.3% voting against it. The proposal regarding the method of holding non-in-person shareholder meetings was overwhelmingly rejected with 100% voting against it. The presence of significant broker non-votes on these proposals also contributed to the outcome, as they do not count as votes for or against the proposals when determining majority support.

Ernst & Young LLP is Target's independent registered public accounting firm for fiscal year 2022. Their appointment was ratified by shareholders with 91.7% of the vote in favor.