Document


 
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 14, 2017
 
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:
 
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))

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  o

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 14, 2017, Target Corporation (the “Company”) held its 2017 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 public accounting firm; (3) approve, on an advisory basis, the Company’s executive compensation (“Say on Pay”); (4) approve, on an advisory basis, the frequency of the Company’s Say on Pay votes, and (5) approve the Target Corporation Executive Officer Cash Incentive Plan.

At the close of business on April 17, 2017, the record date of the Annual Meeting, the Company had 551,601,217 shares of common stock issued and outstanding. The holders of a total of 493,626,332 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 2017 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
Roxanne S. Austin
 
 
392,361,514
 
94.8
 
21,434,062
 
5.2
 
 
1,223,158
 
78,607,598
Douglas M. Baker, Jr.
 
 
355,374,792
 
86.0
 
57,796,230
 
14.0
 
 
1,847,712
 
78,607,598
Brian C. Cornell
 
 
385,594,296
 
94.5
 
22,611,328
 
5.5
 
 
6,813,110
 
78,607,598
Calvin Darden
 
 
404,165,516
 
97.7
 
9,556,524
 
2.3
 
 
1,296,694
 
78,607,598
Henrique De Castro
 
 
406,489,537
 
98.3
 
7,150,354
 
1.7
 
 
1,378,843
 
78,607,598
Robert L. Edwards
 
 
409,648,961
 
99.1
 
3,913,814
 
0.9
 
 
1,455,959
 
78,607,598
Melanie L. Healey
 
 
407,138,479
 
98.4
 
6,549,963
 
1.6
 
 
1,330,292
 
78,607,598
Donald R. Knauss
 
 
406,446,285
 
98.3
 
7,127,032
 
1.7
 
 
1,445,417
 
78,607,598
Monica C. Lozano
 
 
410,083,666
 
99.1
 
3,605,550
 
0.9
 
 
1,329,518
 
78,607,598
Mary E. Minnick
 
 
408,639,622
 
98.8
 
5,016,073
 
1.2
 
 
1,363,039
 
78,607,598
Derica W. Rice
 
 
409,645,813
 
99.0
 
3,935,718
 
1.0
 
 
1,437,203
 
78,607,598
Kenneth L. Salazar
 
 
408,886,583
 
98.8
 
4,787,972
 
1.2
 
 
1,344,179
 
78,607,598

2.    The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2017:
For:
Shares
475,584,948

 
%
96.3

Against:
Shares
16,598,911

 
%
3.4

Abstain:
Shares
1,442,473

 
%
0.3



3.    The shareholders approved, on an advisory basis, the Company’s executive compensation:
For:
Shares
386,775,751

 
%
93.9

Against:
Shares
25,298,152

 
%
6.1

Abstain:
Shares
2,944,831

Broker Non-Votes:
Shares
78,607,598







4.    The shareholders approved, on an advisory basis, a frequency of “1 Year” as the recommendation for the frequency of Say on Pay votes:
1 Year:
Shares
366,178,122

 
%
88.7

2 Years:
Shares
1,865,952

 
%
0.5

3 Years:
Shares
44,589,443

 
%
10.8

Abstain:
Shares
2,385,217

Broker Non-Votes:
Shares
78,607,598


The Board of Directors has determined to include the non-binding advisory vote on executive compensation at each annual meeting of shareholders until the next required vote on the frequency of shareholder votes on executive compensation.

5.
The shareholders approved the Target Corporation Executive Officer Cash Incentive Plan:
For:
Shares
398,586,471

 
%
96

Against:
Shares
13,322,150

 
%
3.2

Abstain:
Shares
3,110,113

 
%
0.7

Broker Non-Votes:
Shares
78,607,598



Item 9.01.
Financial Statements and Exhibits.

(d)    Exhibits.


(10)KK
Target Corporation Executive Officer Cash Incentive Plan.





SIGNATURE
 
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 15, 2017
/s/ Don H. Liu
 
Don H. Liu
 
Executive Vice President, Chief Legal Officer
and Corporate Secretary





EXHIBIT INDEX
 
Exhibit
 
Description
 
Method
of Filing
 
 
 
 
 
(10)KK

 
Target Corporation Executive Officer Cash Incentive Plan.
 
Filed Electronically