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(Address
of principal executive offices, including zip code)
i(612)
i304-6073
(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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon
stock, par value $0.0833 per share
iTGT
iNew 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
i☐
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 8, 2022,
Target Corporation (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) to vote on: (1) the election of the Company’s Board of Directors; (2) the Company’s proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2022; (3) the Company’s proposal to approve, on an advisory basis, the Company’s executive compensation (“Say on Pay”); (4) a shareholder proposal to amend the proxy access bylaw
to remove the shareholder group limit, and (5) a shareholder proposal raised from the floor of the Annual Meeting concerning the method of holding shareholder meetings that are not held in person.
At the close of business on April 11, 2022, the record date of the Annual Meeting, the Company had 463,674,178shares of common stock issued and outstanding. The holders of a total of 400,324,619 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 applicable voting approval standard (as indicated by the borders) are set forth below. Voting percentages are rounded to the nearest tenth of a percent and may not foot due to rounding.
1.The shareholders elected twelve nominees as directors for a one-year term:
For
Against
Broker
Nominee
Shares
%
Shares
%
Abstain
Non-Votes
David
P. Abney
341,891,522
99.3
2,428,873
0.7
1,118,905
54,885,319
Douglas M. Baker, Jr.
325,389,305
96.9
10,275,840
3.1
9,774,155
54,885,319
George
S. Barrett
338,710,837
98.4
5,520,588
1.6
1,207,875
54,885,319
Gail K. Boudreaux
342,788,027
99.5
1,647,401
0.5
1,003,872
54,885,319
Brian
C. Cornell
323,119,435
94.3
19,518,854
5.7
2,801,011
54,885,319
Robert L. Edwards
337,819,362
98.1
6,500,465
1.9
1,119,473
54,885,319
Melanie
L. Healey
335,957,896
97.5
8,489,251
2.5
992,153
54,885,319
Donald R. Knauss
341,045,643
99.0
3,301,722
1.0
1,091,935
54,885,319
Christine
A. Leahy
338,885,177
98.4
5,497,322
1.6
1,056,801
54,885,319
Monica C. Lozano
336,930,733
97.8
7,476,483
2.2
1,032,084
54,885,319
Derica
W. Rice
335,233,767
97.3
9,142,008
2.7
1,063,525
54,885,319
Dmitri L. Stockton
337,063,868
97.9
7,207,996
2.1
1,167,436
54,885,319
2.The
shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2022:
For:
Shares
367,266,416
%
91.7
Against:
Shares
32,166,278
%
8.0
Abstain:
Shares
891,925
%
0.2
3.The
shareholders approved, on an advisory basis, the Company’s executive compensation:
For:
Shares
318,466,944
%
92.7
Against:
Shares
24,968,081
%
7.3
Abstain:
Shares
2,004,275
Broker
Non-Votes:
Shares
54,885,319
4.The shareholders did not approve a shareholder proposal to amend the proxy access bylaw to remove the shareholder group limit:
For:
Shares
124,251,863
%
36.0
Against:
Shares
218,589,421
%
63.3
Abstain:
Shares
2,598,016
%
0.8
Broker
Non-Votes:
Shares
54,885,319
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 Securities and Exchange Commission 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 36.2%.
5.The shareholders did not approve a shareholder proposal raised from the floor of the Annual Meeting concerning the method of holding shareholder meetings
that are not held in person:
For:
Shares
514
%
0.0
Against:
Shares
332,464,984
%
100.0
Abstain:
Shares
0
%
0.0
Broker
Non-Votes:
Shares
67,859,121
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.
