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 11, 2014
Target Corporation
(Exact name of registrant as specified in its charter)
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Minnesota |
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1-6049 |
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41-0215170 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Shares) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Shareholders.
On June 11, 2014, Target Corporation (the “Company”) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”) to: (1) elect directors for a one-year term; (2) ratify the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm; (3) approve, on an advisory basis, the Company’s executive compensation; (4) vote on a shareholder proposal to eliminate perquisites; (5) vote on a shareholder proposal to adopt a policy for an independent chairman; and (6) vote on a shareholder proposal to adopt a policy prohibiting discrimination “against” or “for” persons.
At the close of business on April 14, 2014, the record date of the Annual Meeting, the Company had 633,495,358 shares of common stock issued and outstanding. The holders of a total of 557,404,023 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 (as indicated by the borders) are set forth below:
1. The shareholders elected each of the following nominees for a one-year term:
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For |
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Against |
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Broker |
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Nominee |
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Shares |
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% |
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Shares |
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% |
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Abstain |
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Non-Votes |
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Roxanne S. Austin |
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382,077,904 |
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78.0 |
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107,814,205 |
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22.0 |
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2,784,451 |
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64,727,463 |
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Douglas M. Baker, Jr. |
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467,403,515 |
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95.5 |
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22,107,586 |
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4.5 |
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3,165,459 |
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64,727,463 |
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Calvin Darden |
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389,118,935 |
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79.5 |
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100,313,411 |
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20.5 |
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3,244,214 |
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64,727,463 |
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Henrique De Castro |
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396,684,751 |
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81.0 |
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93,130,670 |
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19.0 |
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2,861,139 |
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64,727,463 |
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James A. Johnson |
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307,783,697 |
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62.9 |
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181,383,871 |
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37.1 |
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3,508,992 |
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64,727,463 |
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Mary E. Minnick |
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391,561,628 |
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80.0 |
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97,848,008 |
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20.0 |
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3,266,924 |
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64,727,463 |
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Anne M. Mulcahy |
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310,851,494 |
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63.6 |
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177,938,577 |
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36.4 |
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3,886,489 |
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64,727,463 |
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Derica W. Rice |
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393,117,812 |
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80.3 |
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96,243,315 |
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19.7 |
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3,315,433 |
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64,727,463 |
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Kenneth L. Salazar |
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475,251,929 |
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97.1 |
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14,167,468 |
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2.9 |
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3,257,163 |
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64,727,463 |
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John G. Stumpf |
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464,751,758 |
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94.9 |
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24,829,734 |
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5.1 |
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3,095,068 |
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64,727,463 |
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2. The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for fiscal 2014:
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For: |
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Shares |
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540,721,220 |
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% |
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97.0 |
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Against: |
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Shares |
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13,684,573 |
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% |
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2.5 |
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Abstain: |
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Shares |
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2,998,230 |
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% |
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0.5 |
3. The shareholders approved, on an advisory basis, our executive compensation (“Say-on-Pay”):
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For: |
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Shares |
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381,074,857 |
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% |
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77.9 |
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Against: |
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Shares |
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108,022,342 |
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% |
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22.1 |
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Abstain: |
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Shares |
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3,579,361 |
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Broker Non-Votes: |
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Shares |
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64,727,463 |
4. The shareholders did not approve a shareholder proposal to eliminate perquisites:
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For: |
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Shares |
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19,387,628 |
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% |
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3.9 |
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Against: |
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Shares |
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469,148,698 |
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% |
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95.2 |
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Abstain: |
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Shares |
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4,140,234 |
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% |
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0.8 |
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Broker Non-Votes: |
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Shares |
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64,727,463 |
5. The shareholders did not approve a shareholder proposal to adopt a policy for an independent chairman:
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For: |
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Shares |
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225,736,696 |
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% |
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45.8 |
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Against: |
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Shares |
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263,965,649 |
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% |
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53.6 |
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Abstain: |
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Shares |
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2,974,215 |
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% |
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0.6 |
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Broker Non-Votes: |
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Shares |
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64,727,463 |
6. The shareholders did not approve a shareholder proposal to adopt a policy prohibiting discrimination “against” or “for” persons:
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For: |
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Shares |
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15,055,452 |
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% |
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3.1 |
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Against: |
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Shares |
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410,058,060 |
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% |
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83.2 |
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Abstain: |
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Shares |
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67,563,048 |
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% |
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13.7 |
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Broker Non-Votes: |
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Shares |
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64,727,463 |
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.
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TARGET CORPORATION |
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Date: June 13, 2014 |
/s/ Timothy R. Baer |
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Timothy R. Baer |
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Executive Vice President, Chief Legal Officer |
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and Corporate Secretary |