(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name
of each exchange on which registered
Common stock, par value $0.0833 per share
TGT
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item
5.07.
Submission of Matters to a Vote of Shareholders.
On June 12, 2019, Target Corporation (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”) to: (1) elect directors for a one-year term; (2) ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm; (3) approve, on an advisory basis, the Company’s executive compensation (“Say on Pay”); and (4) vote on a shareholder proposal to amend the proxy access bylaw
to remove its candidate resubmission threshold.
At the close of business on April 15, 2019, the record date of the Annual Meeting, the Company had 515,511,026 shares of common stock issued and outstanding. The holders of a total of 462,529,440 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a majority of the issued and outstanding shares on the record date for the Annual Meeting.
The final voting results and the votes used to determine the results for each proposal under the voting approval standard disclosed in the 2019 Proxy Statement (as indicated
by the borders) are set forth below:
1. The shareholders elected each of the following nominees as directors for a one-year term:
For
Against
Broker
Nominee
Shares
%
Shares
%
Abstain
Non-Votes
Roxanne
S. Austin
371,855,842
95.1
19,138,629
4.9
1,194,976
70,339,993
Douglas
M. Baker, Jr.
383,947,415
98.2
6,868,700
1.8
1,373,332
70,339,993
George
S. Barrett
389,136,760
99.6
1,552,511
0.4
1,500,176
70,339,993
Brian
C. Cornell
365,264,137
94.6
20,797,924
5.4
6,127,386
70,339,993
Calvin
Darden
381,276,219
97.6
9,390,757
2.4
1,522,471
70,339,993
Henrique
De Castro
389,471,385
99.6
1,369,504
0.4
1,348,558
70,339,993
Robert
L. Edwards
388,816,691
99.5
1,932,415
0.5
1,440,341
70,339,993
Melanie
L. Healey
385,695,695
98.6
5,280,811
1.4
1,212,941
70,339,993
Donald
R. Knauss
389,377,971
99.7
1,350,903
0.3
1,460,573
70,339,993
Monica
C. Lozano
389,612,352
99.6
1,428,291
0.4
1,148,804
70,339,993
Mary
E. Minnick
375,896,673
96.1
15,131,273
3.9
1,161,501
70,339,993
Kenneth
L. Salazar
386,513,093
98.9
4,413,673
1.1
1,262,681
70,339,993
Dmitri
L. Stockton
385,326,919
98.6
5,480,497
1.4
1,382,031
70,339,993
2. The
shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2019:
For:
Shares
433,415,843
%
93.7
Against:
Shares
27,926,222
%
6.0
Abstain:
Shares
1,187,375
%
0.3
3. The
shareholders approved, on an advisory basis, the Company’s executive compensation:
For:
Shares
369,542,798
%
94.8
Against:
Shares
20,341,706
%
5.2
Abstain:
Shares
2,304,943
Broker
Non-Votes:
Shares
70,339,993
4. The shareholders did not approve a shareholder proposal to amend the proxy access bylaw to remove candidate resubmission threshold:
For:
Shares
138,850,301
%
35.4
Against:
Shares
249,176,553
%
63.5
Abstain:
Shares
4,162,593
%
1.1
Broker
Non-Votes:
Shares
70,339,993
For purposes of determining the level of support needed for a shareholder to be eligible to resubmit a shareholder proposal in a following year under Rule 14a-8 under the Securities Exchange Act of 1934, the SEC uses a simple majority standard that compares votes cast “FOR” to votes cast “AGAINST” an item (which gives abstentions “No Effect”). Under that simple majority standard Item 4 received support of 35.8%.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
