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 463,674,178 shares 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


--------------------------------------------------------------------------------

© Edgar Online, source Glimpses