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
|
|