0000027419false00000274192020-06-102020-06-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 10, 2020

Target Corporation

(Exact name of registrant as specified in its charter)

Minnesota

1-6049

41-0215170

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1000 Nicollet Mall,

Minneapolis,

Minnesota

55403

(Address of principal executive offices, including zip code)

(612)

304-6073

(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:

☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐            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			☐

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 10, 2020, Target Corporation (the “Company”) held its 2020 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) approve the Target Corporation 2020 Long-Term Incentive Plan.

At the close of business on April 13, 2020, the record date of the Annual Meeting, the Company had 499,828,552 shares of common stock issued and outstanding. The holders of a total of 442,601,633 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 2020 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.									365,599,536						97.9						7,882,450						2.1									9,339,553						59,780,094
George S. Barrett									379,715,944						99.5						1,911,932						0.5									1,193,663						59,780,094
Brian C. Cornell									356,676,283						93.8						23,520,223						6.2									2,625,033						59,780,094
Calvin Darden									367,302,683						96.2						14,417,866						3.8									1,100,990						59,780,094
Robert L. Edwards									378,876,208						99.3						2,754,444						0.7									1,190,887						59,780,094
Melanie L. Healey									378,382,432						99.1						3,386,853						0.9									1,052,254						59,780,094
Donald R. Knauss									379,793,590						99.5						1,891,499						0.5									1,136,450						59,780,094
Monica C. Lozano									379,128,774						99.3						2,708,267						0.7									984,498						59,780,094
Mary E. Minnick									367,105,766						96.1						14,732,800						3.9									982,973						59,780,094
Kenneth L. Salazar									373,770,998						97.9						7,990,301						2.1									1,060,240						59,780,094
Dmitri L. Stockton									377,510,869						98.9						4,146,777						1.1									1,163,893						59,780,094

2.The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2020:

For:			Shares			416,894,624
			%			94.2
Against:			Shares			24,691,951
			%			5.6
Abstain:			Shares			1,015,058
			%			0.2

---

3.The shareholders approved, on an advisory basis, the Company’s executive compensation:

For:			Shares			356,593,183
			%			93.6
Against:			Shares			24,250,993
			%			6.4
Abstain:			Shares			1,977,363
Broker Non-Votes:			Shares			59,780,094

4.The shareholders approved the Target Corporation 2020 Long-Term Incentive Plan:

For:			Shares			358,659,686
			%			93.7
Against:			Shares			22,658,750
			%			5.9
Abstain:			Shares			1,503,103
			%			0.4
Broker Non-Votes:			Shares			59,780,094

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

(10)D						Target Corporation 2020 Long-Term Incentive Plan.
104						Cover Page Interactive Data File (formatted as inline XBRL).

---

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.

 

			TARGET CORPORATION
Date: June 11, 2020			/s/ Don H. Liu
			Don H. Liu
			Executive Vice President and Chief Legal & Risk Officer