SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the
Filed by a Party other than the
Check the appropriate box:
for Use of the Commission Only (as permitted by
Material Pursuant to
(Name of Registrant as Specified In
Pershing Square II, L.P.
Pershing Square IV Trade-Co, L.P.
Pershing Square IV-I Trade-Co, L.P.
Pershing Square International, Ltd.
Pershing Square International IV Trade-Co, Ltd.
Pershing Square International IV-I Trade-Co, Ltd.
Pershing Square Capital Management, L.P.
PS Management GP, LLC
Pershing Square GP, LLC
Pershing Square Holdings GP, LLC
William A. Ackman
Michael L. Ashner
James L. Donald
Ronald J. Gilson
Richard W. Vague
Roy J. Katzovicz
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|| No fee required.
|| Fee computed on table below per Exchange Act
Title of each class of securities to which transaction applies:
Aggregate number of securities to which transaction applies:
Check box if any part of the fee is offset as provided by
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
Amount Previously Paid:
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May 26, 2009
Mr. Timothy R. Baer
Executive Vice President
Corporate Secretary and General Counsel
1000 Nicollet Mall
Minneapolis, Minnesota 55403
Re: Target Shareholders Franchise: Universal Proxy Redux
Dear Mr. Baer:
On April 21, 2009, Professor Ron Gilson, a Nominee for Shareholder Choice up for
election at Targets Annual Meeting scheduled for May 28, 2009, requested by letter that
Target Corporation adopt a universal proxy card at the Annual Meeting. That request was
In lieu of a universal proxy card, Professor Gilson requested that Target and its
incumbent nominees consent to being named on a proxy card to be paid for and circulated by
Pershing Square and the Nominees for Shareholder Choice. That request was ignored.
The Annual Meeting is fast approaching. The Nominees for Shareholder Choice and the
various proxy advisory firms are receiving a consistent and strong message from Target
shareholders that they would prefer the option of splitting their votes among nominees on
the Nominees for Shareholder
Choices gold proxy card and on Targets white proxy card
indicating support for nominees from both slates.
Target, in its public statements on this subject and through one of its proxy
solicitors, has informed the marketplace that vote splitting is a well-worn and easily
achieved path. According to an article published by the Council of Institutional Investors
(attached), Broadridge, the firm that facilitates such requests, has actually assisted in
only 10-15 split votes over the past five years, despite having received approximately 30
requests. It would seem that the process is less common, certain or simple than publicized.
The thought that shareholders should be subject to an arcane and uncertain process to
exercise their franchise should be as unacceptable to Target as it is to the Nominees for
Shareholder Choice. The notion, as suggested by Target, that technological feasibility is
the obstacle, strains credulity. We have no doubt that had Target accepted Professor
May 26, 2009
Page 2 of 2
suggestions in April, shareholders would have the opportunity to vote for all nominees
on one ballot in May.
At least for Targets largest shareholders, that opportunity is still a possibility if
you are willing to agree to a simple protocol: Target and the Nominees for Shareholder
Choice can make available on the Internet, to the top 250 shareholders (which represent more
than 75% of Targets outstanding shares), a letter of direction that allows them to indicate
a split vote between the white and gold proxy card. That letter would confirm precisely
which nominees each of these shareholders seeks to support. So long as that letter is
accompanied by valid white and gold proxy cards it should be accepted. Both Target and
the Nominees for Shareholder Choice can commit in advance not to challenge any letter of
direction, thereby eliminating legal uncertainty. Given that only 250 ballots will need to
be counted, technological feasibility cannot be an excuse. These votes can be counted by
hand simply and quickly.
This is not an unprecedented approach; a similar concept was employed by CSX Corporation
at its contest election last year. A copy of the universal ballot made available in advance
of the election in that contest is available on the SECs EDGAR database:
Absent your acceptance of this protocol, at a minimum, we request that you affirm the
advice publicly disclosed by your proxy solicitor that shareholders can appoint a person to
be present at the Annual Meeting who will be permitted to submit split votes using white and
gold proxy cards. As you know, I and my colleagues are named proxies for the annual meeting
and, upon your affirmation, would also be willing to submit split votes if requested to do so
If any shareholders follow Targets proxy solicitors advice and submits a split vote,
we expect Target to respect their votes and instruct the inspector of elections to do the
same. Any other approach will undoubtedly cause votes to be miscast and not counted and
would be inconsistent with the public statements of your proxy solicitor.
All parties have an interest in making sure that the corporate franchise system works.
We urge you to ensure that every vote cast is counted.
||PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
||/s/ Roy J. Katzovicz
||Roy J. Katzovicz
||Chief Legal Officer
Volume 14, Number 18
May 21, 2009
Governance Alert [EXCERPT]
Target Proxy Fight Continues to Highlight Issue of Vote Splitting
The May 28 showdown at Target continues to raise questions about how shareowners can split their
votes and cast ballots for both dissident and management candidates. While some suggest it is an
easy process, the largest U.S. proxy processing firm explains that the system is not currently set
up to deal with vote splitting.
Pershing Square Capital Management, which owns a 7.8 percent stake in the company, is launching a
proxy fight to elect five candidates to Targets board. Ron Gilson, a member of the dissident slate
that Pershing is proposing, wrote to Target April 21 and requested the company either use a
universal proxy card, listing both the companys and the dissidents board nominees, or allow
Pershing to include the Target nominees on its proxy card. Target refused the request to place the
dissident slate on its proxy card and did not respond to Gilsons offer to include the companys
candidates on Pershings card, reports Roy Katzovicz with Pershing.
Without such a universal card, shareowners are forced to either vote using managements card for
managements candidates or vote using the dissidents card for dissident candidates. Last week, Dan
Burch CEO of MacKenzie Partners, one of Targets proxy solicitors, explained that there is a way
for shareowners to vote for candidates on both slates. He said shareowners can use paper ballots
and work with Broadridge and proxy solicitors to split their votes. It has been done like this for
years, he added. He also noted that shareowners can either split their votes in person at an
annual meeting or appoint someone to vote this way for them at a meeting.
Representatives of Broadridge, the largest provider of proxy processing services, said the firm
works with shareowners who want to split their votes and marks up one or another ballot to include
names from the other slate. But, it explains, there is no guarantee that the inspector of election
will accept a marked-up ballot, and, if it is accepted, there is no way of confirming that the
ballot was actually cast the way that the shareowner intended it to be. Even though in most proxy
contests both sides agree on which firm will serve as the inspector of election, the company hires
the firm. When requested to do this, we strongly recommend shareowners request a legal proxy and
attend the meeting to ensure placement of such a vote. Since any split vote in a contested meeting
has the inherent risk of being rejected by the inspector of election, and each circumstance is
different, there is no standard process in place, explained a Broadridge representative. Over the
past five years, Broadridge estimates that it received approximately 30 such requests, and it
facilitated between 10 and 15 split votes, with the remaining requests being satisfied by issuance
of a legal proxy.
# # #
In connection with Targets 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 SECs website at
http://www.sec.gov. Shareholders can also obtain free copies of the definitive proxy
statement and other relevant documents at www.TGTtownhall.com or by calling Pershing
Squares proxy solicitor, D. F. King & Co., Inc., at 1 (800) 290-6427.
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 Squares nominees. Detailed
information regarding the names, affiliations and interests of the Participants, including by
security ownership or otherwise, is available in Pershing Squares definitive proxy statement.