Target : Submission of Matters to a Vote of Shareholders (Form 8-K)
June 10, 2021 at 05:26 pm EDT
Share
Submission of Matters to a Vote of Shareholders.
On June 9, 2021, Target Corporation (the 'Company') held its 2021 Annual Meeting of Shareholders (the 'Annual Meeting') to: (1) elect each of the Company's 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 the shareholder group limit.
At the close of business on April 12, 2021, the record date of the Annual Meeting, the Company had 497,571,030 shares of common stock issued and outstanding. The holders of a total of 428,260,798 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 2021 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
Douglas M. Baker, Jr.
356,742,762
98.3
6,243,679
1.7
9,853,082
55,421,275
George S. Barrett
369,167,603
99.2
2,841,078
0.8
830,842
55,421,275
Brian C. Cornell
347,541,515
93.7
23,389,229
6.3
1,908,779
55,421,275
Robert L. Edwards
369,566,255
99.4
2,417,051
0.6
856,217
55,421,275
Melanie L. Healey
364,361,654
97.9
7,790,362
2.1
687,507
55,421,275
Donald R. Knauss
369,237,494
99.3
2,755,562
0.7
846,467
55,421,275
Christine A. Leahy
370,727,340
99.6
1,384,223
0.4
727,960
55,421,275
Monica C. Lozano
365,313,225
98.2
6,771,836
1.8
754,462
55,421,275
Mary E. Minnick
352,059,223
94.6
20,067,082
5.4
713,218
55,421,275
Derica W. Rice
366,370,418
98.5
5,663,105
1.5
806,000
55,421,275
Kenneth L. Salazar
366,275,698
98.5
5,687,122
1.5
876,703
55,421,275
Dmitri L. Stockton
367,771,691
98.9
4,241,871
1.1
825,961
55,421,275
2.The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2021:
For:
Shares
405,176,703
%
94.6
Against:
Shares
22,327,146
%
5.2
Abstain:
Shares
756,949
%
0.2
3.The shareholders approved, on an advisory basis, the Company's executive compensation:
For:
Shares
344,389,535
%
92.9
Against:
Shares
26,427,731
%
7.1
Abstain:
Shares
2,022,257
Broker Non-Votes:
Shares
55,421,275
4.The shareholders did not approve a shareholder proposal to amend the proxy access bylaw to remove the shareholder group limit:
For:
Shares
142,890,153
%
38.3
Against:
Shares
227,164,136
%
60.9
Abstain:
Shares
2,785,234
%
0.7
Broker Non-Votes:
Shares
55,421,275
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 38.6%.
Attachments
Original document
Permalink
Disclaimer
Target Corporation published this content on 10 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 June 2021 21:25:02 UTC.
Target Corporation specializes in retail distribution. Net sales break down by family of products as follows:
- household and beauty products (26.5%) ;
- furnishings and decorative items (19.7%) ;
- food and beverage (19.6%);
- electronic products, sporting goods and toys (18%) ;
- apparel and accessories (16%) ;
- other (0.2%).
As of January 30, 2021, products are marketed through a network of 1,897 stores located in the United States (of which 1,526 owned), and through the Internet.
All sales are in the United States.