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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 8, 2022

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:

            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.0833 per share TGT New York Stock Exchange
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  
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 8, 2022, Target Corporation (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) to vote on: (1) the election of the Company’s Board of Directors; (2) the Company’s proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2022; (3) the Company’s proposal to approve, on an advisory basis, the Company’s executive compensation (“Say on Pay”); (4) a shareholder proposal to amend the proxy access bylaw to remove the shareholder group limit, and (5) a shareholder proposal raised from the floor of the Annual Meeting concerning the method of holding shareholder meetings that are not held in person.

At the close of business on April 11, 2022, the record date of the Annual Meeting, the Company had 463,674,178 shares of common stock issued and outstanding. The holders of a total of 400,324,619 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 applicable voting approval standard (as indicated by the borders) are set forth below. Voting percentages are rounded to the nearest tenth of a percent and may not foot due to rounding.

1.The shareholders elected twelve nominees as directors for a one-year term:
For Against Broker
Nominee Shares % Shares % Abstain Non-Votes
David P. Abney
341,891,522 99.3 2,428,873 0.7 1,118,905 54,885,319
Douglas M. Baker, Jr. 325,389,305 96.9 10,275,840 3.1 9,774,155 54,885,319
George S. Barrett 338,710,837 98.4 5,520,588 1.6 1,207,875 54,885,319
Gail K. Boudreaux
342,788,027 99.5 1,647,401 0.5 1,003,872 54,885,319
Brian C. Cornell 323,119,435 94.3 19,518,854 5.7 2,801,011 54,885,319
Robert L. Edwards 337,819,362 98.1 6,500,465 1.9 1,119,473 54,885,319
Melanie L. Healey 335,957,896 97.5 8,489,251 2.5 992,153 54,885,319
Donald R. Knauss 341,045,643 99.0 3,301,722 1.0 1,091,935 54,885,319
Christine A. Leahy 338,885,177 98.4 5,497,322 1.6 1,056,801 54,885,319
Monica C. Lozano 336,930,733 97.8 7,476,483 2.2 1,032,084 54,885,319
Derica W. Rice 335,233,767 97.3 9,142,008 2.7 1,063,525 54,885,319
Dmitri L. Stockton 337,063,868 97.9 7,207,996 2.1 1,167,436 54,885,319

2.The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2022:

For: Shares 367,266,416 
% 91.7 
Against: Shares 32,166,278 
% 8.0 
Abstain: Shares 891,925 
% 0.2 




3.The shareholders approved, on an advisory basis, the Company’s executive compensation:

For: Shares 318,466,944 
% 92.7 
Against: Shares 24,968,081 
% 7.3 
Abstain: Shares 2,004,275 
Broker Non-Votes: Shares 54,885,319 

4.The shareholders did not approve a shareholder proposal to amend the proxy access bylaw to remove the shareholder group limit:

For: Shares 124,251,863 
% 36.0 
Against: Shares 218,589,421 
% 63.3 
Abstain: Shares 2,598,016 
% 0.8 
Broker Non-Votes: Shares 54,885,319 

For purposes of determining the level of support needed for a shareholder to be eligible to resubmit a shareholder proposal in a following year under Rule 14a-8 under the Securities Exchange Act of 1934, the Securities and Exchange Commission uses a simple majority standard that compares votes cast “For” to votes cast “Against” an item (which gives abstentions “No Effect”). Under that simple majority standard, Item 4 received support of 36.2%.

5.The shareholders did not approve a shareholder proposal raised from the floor of the Annual Meeting concerning the method of holding shareholder meetings that are not held in person:

For: Shares 514 
% 0.0 
Against: Shares 332,464,984 
% 100.0 
Abstain: Shares
% 0.0 
Broker Non-Votes: Shares 67,859,121 




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.
 
  TARGET CORPORATION
   
Date: June 14, 2022 /s/ Don H. Liu
  Don H. Liu
  Executive Vice President and Chief Legal & Risk Officer


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