Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 11, 2023, in connection with the universal proxy rules adopted by the U.S. Securities and Exchange Commission and related requirements (the "Universal Proxy Rules") and a periodic review of the Bylaws of Target Corporation ("Target"), the Board of Directors (the "Board") of Target amended and restated Target's Bylaws (the "Amended and Restated Bylaws"), effective immediately. The amendments effected by the Amended and Restated Bylaws:



•address the adoption of the Universal Proxy Rules, including to require
certification of compliance with the Universal Proxy Rules, provide that a
shareholder nomination will be deemed null and void if the nominating
shareholder fails to comply with the Universal Proxy Rules, and address the
color of proxy cards reserved for use by Target;
•make certain limited updates to the procedural mechanics for meetings of
shareholders and specify the powers of the Board and the chair of a shareholder
meeting to regulate conduct at a meeting and to adjourn a meeting;
•in accordance with Target's corporate governance guidelines, require the Board
to appoint a lead independent director if the chair of the Board is also the
Chief Executive Officer of Target; and
•make various other conforming, technical, and non-substantive changes.

The foregoing description of the Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 hereto and incorporated herein by reference.



Item 9.01       Financial Statements and Exhibits.

(d)                 Exhibits.
3.2              Bylaws of Target Corporation (as amended and restated through January 11,
               2023)  .
104            Cover Page Interactive Data File (formatted as inline XBRL).

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