Four Independent Proxy Advisory Firms Unanimously Agree on Serious Deficiencies in Target's Corporate Governance Practices

NEW YORK, May 22  /PRNewswire/ -- The Nominees for Shareholder Choice noted today that the four leading U.S. proxy advisory services have issued reports in connection with the on-going proxy contest at Target that are unanimous in calling for change to address shortcomings on Target's board.

While Target has recently challenged what it must consider inconvenient truths outlined by the leading proxy advisory service, RiskMetrics, the company has ignored the broader deficiencies in its corporate governance practices identified by the four proxy advisory services.  In light of recent events, the arguments for change and fresh perspectives on the board have become only more compelling.

The Nominees for Shareholder Choice noted the following points from the four proxy advisory service reports:

  RiskMetrics

  --  On the need for fresh perspectives: "[G]iven the atypical strategies
      of the company with respect to credit cards and real estate, the board
      would benefit from new blood with the specific skill sets and
      incentives to ensure that the company is able to quickly capitalize on
      future opportunities."
  --  In recommending AGAINST the board reduction proposal: "By rejecting a
      decrease in the size of the board, Target shareholders will ensure
      that at least one dissident nominee is elected to the board.  Based on
      the qualifications and skill sets of the dissident nominees, we
      believe that the incremental addition of any one of the dissidents to
      the board likely would add value."

  --  On lack of relevant experience of incumbent nominees:  "[I]ncumbent
      nominees Trujillo and Tamke, while individually highly accomplished,
      have each been on the board for at least a decade, and appear to
      provide the least relevant experience for Target out of the group of
      incumbent directors."

  PROXY Governance

  --  On lack of board expertise in credit cards:  "[T]he enduring strategic
      question, though, is not whether to sell or keep the [credit card]
      business but how to mitigate the substantial risk and capital
      intensity of a non-core business.  To the extent the dissidents,
      rather than the board, were driving that question in 2007 and 2008,
      the dissident argument that director experience could be better
      aligned with strategic challenges seems credible."

  --  On the strength of the Nominees for Shareholder Choice: "The real
      strength in the dissident campaign, however, lies in the nominees,
      whose professional experience is directly relevant to certain
      strategic challenges the company faces (particularly outside its core
      retailing operations) yet which seem to be under-represented in the
      board as currently composed."

  Glass Lewis

  --  On the compensation committee's failure to implement effective
      executive compensation: "Director [James] Johnson served as chairman
      of the compensation committee in fiscal year 2007 and 2008, during
      which time the Company paid more compensation to its top executives
      but performed worse than its peers.  The compensation committee has
      the responsibility of reviewing all aspects of the compensation
      program of the Company's executive officers.  It appears to us that
      Mr. Johnson, as chairman of the committee, has not effectively served
      shareholders in this regard."

  --  On incumbent director Anne Mulcahy: "Director Mulcahy currently serves
      on the Company's board while also serving as chairman and CEO of Xerox
      Corporation, a publicly held company, and two other public company
      boards... In our view, the time commitment required by this number of
      board memberships may preclude Ms. Mulcahy from fulfilling her
      responsibilities to the Company's shareholders, as well as the
      shareholders of Xerox Corporation."

  Egan-Jones

  --  On recommending "WITHHOLD" for two incumbent nominees: Egan-Jones
      recommended shareholders withhold their votes for incumbent nominees
      Richard Kovacevich and George Tamke, both current members of Target's
      Audit and Nominating Committees, nothing that "[w]e believe that key
      Board committees should be comprised solely of Independent outside
      directors for sound governance practice."
  --  On Target's insular election process: "What [Target] terms an election
      of directors is, in reality, a ratification of a single slate.  The
      slate is chosen by incumbent directors and management.  Such a voting
      process fails to provide shareholders with meaningful choices, when
      true elections have been found throughout the non-corporate world
      (e.g., Federal, state and local governments, and educational
      institutions) to produce successful results."
  --  On Target's staggered board: "Staggered terms for directors increase
      the difficulty for shareholders of making fundamental changes to the
      composition and behavior of a board.  We prefer that the entire board
      of a company be elected annually to provide appropriate responsiveness
      to shareholders."




The Nominees for Shareholder Choice believe that the proxy advisory services have provided a balanced picture that Target's board has misleadingly excerpted to distort the facts.  The Nominees for Shareholder Choice noted that all four firms have identified deficiencies in Target's board that can and should be addressed in the current election.

Vote Now - Vote Today

The date of Target's Annual Meeting is this coming Thursday, May 28, 2009. Target shareholders should vote on the Internet (for instructions, please go to http://www.tgttownhall.com/), by telephone, or by signing, dating and returning the GOLD proxy card as soon as possible to vote FOR the Nominees for Shareholder Choice and AGAINST Target's proposal to limit the board to 12 directors.   If you have already voted on the white proxy card, you can change your vote by submitting a later dated GOLD proxy card.  If you have submitted both a white and GOLD proxy card, only your latest arriving proxy card will count, so please vote again on the GOLD proxy card to ensure your vote is counted accurately.  For more information on how to vote, as well as other proxy materials, please visit http://www.tgttownhall.com/ or call Pershing Square Capital Management, L.P.'s proxy solicitor, D. F. King & Co., Inc., at 1 [phone].

About Pershing Square Capital Management, L.P.

Pershing Square Capital Management, L.P., based in New York City, is an SEC registered investment advisor to private investment funds. Pershing Square manages funds that are in the business of trading - buying and selling - securities and other financial instruments. Funds managed by Pershing Square have long positions in stock, options and other financial instruments tied to the performance of Target Corporation's stock. Pershing Square has and in the future may increase, decrease, dispose of, or change the form of its investment in Target Corporation for any or no reason.

Additional Information

In connection with Target's 2009 Annual Meeting of Shareholders, Pershing Square Capital Management, L.P. and certain of its affiliates (collectively, "Pershing Square") have filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the "SEC") containing information about the solicitation of proxies for use at the 2009 Annual Meeting of Shareholders of Target Corporation.  The definitive proxy statement and the GOLD proxy card were first disseminated to shareholders of Target Corporation on or about May 2, 2009.

SHAREHOLDERS OF TARGET ARE URGED TO READ THE PROXY STATEMENT CAREFULLY BECAUSE IT CONTAINS IMPORTANT INFORMATION. The definitive proxy statement and other relevant documents relating to the solicitation of proxies by Pershing Square are available at no charge on the SEC's website at http://www.sec.gov/. Shareholders can also obtain free copies of the definitive proxy statement and other relevant documents at http://www.tgttownhall.com/ or by calling Pershing Square's proxy solicitor, D. F. King & Co., Inc., at 1 [phone].

Pershing Square and certain of its members and employees and Michael L. Ashner, James L. Donald, Ronald J. Gilson and Richard W. Vague (collectively, the "Participants") are deemed to be participants in the solicitation of proxies with respect to Pershing Square's nominees. Detailed information regarding the names, affiliations and interests of the Participants, including by security ownership or otherwise, is available in Pershing Square's definitive proxy statement.

Cautionary Statement Regarding Forward-Looking Statements

This letter contains forward-looking statements. All statements contained in this letter that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of Pershing Square and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict and are based upon assumptions as to future events that may not prove to be accurate. Pershing Square does not assume any obligation to update any forward-looking statements contained in this letter.

Contact:  Global Strategies Group

Julie Wood [phone] 

DATASOURCE: Pershing Square Capital Management, L.P.



CONTACT:  Global Strategies Group, Julie Wood, [phone]



Web Site:  http://www.tgttownhall.com/ 

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