Several members of Target's board of directors received significant percentages of 'against' votes at annual shareholders meeting; all 10 directors retained their seats

MINNEAPOLIS , June 16, 2014 (press release) – Shareholders support board recommendations

Target Corporation (NYSE:TGT) announced voting results from its 2014 annual meeting of shareholders. Shareholders elected the 10 current members of the board of directors, ratified the appointment of Target’s independent accounting firm, approved the “Say on Pay” management proposal, and rejected three shareholder proposals.

“After a challenging year, we appreciate the continued support of our shareholders as we work to make Target an even stronger company,” said Roxanne Austin, interim non-executive chair of Target’s board of directors. “During this proxy season, we have had a productive dialogue with many of our investors, and we look forward to continued engagement in the weeks and months to come. Along with the management team, we continue to focus on the following three priorities for Target: increasing U.S. traffic and sales; improving Canadian operations; and accelerating the company’s digital transformation to become a leading omnichannel retailer. While the search for Target’s next chief executive officer is ongoing, the board is working closely with the management team to make meaningful progress on each of these priorities.”

The Carideo Group Inc., the independent Inspector of Elections, has certified all voting results for Target's 2014 Annual Meeting of Shareholders, held June 11. The final tabulation indicates that approximately 557 million shares were voted, representing 88 percent of shares outstanding on the record date. The final tabulation of votes for each proposal is as follows:

1. Shareholders elected each of the 10 board nominees for a one-year term by a majority of the votes cast:

Nominee Percent For Percent Against

Roxanne S. Austin 78.0% 22.0%

Douglas M. Baker, Jr. 95.5% 4.5%

Calvin Darden 79.5% 20.5%

Henrique De Castro 81.0% 19.0%

James A. Johnson 62.9% 37.1%

Mary E. Minnick 80.0% 20.0%

Anne M. Mulcahy 63.6% 36.4%

Derica W. Rice 80.3% 19.7%

Kenneth L. Salazar 97.1% 2.9%

John G. Stumpf 94.9% 5.1%

2. Shareholders ratified the appointment of Ernst & Young LLP as Target’s independent registered accounting firm for fiscal 2014:


For 97.0%

Against 2.5%

Abstain 0.5%

3. Shareholders approved, on a non-binding advisory basis, Target’s executive compensation ("Say-on-Pay"):


For 77.9%

Against 22.1%

4. Shareholders did not approve a non-binding shareholder proposal to eliminate perquisites:


For 3.9%

Against 95.2%

Abstain 0.8%

5. Shareholders did not approve a non-binding shareholder proposal to adopt a policy for an independent chairman:


For 45.8%

Against 53.6%

Abstain 0.6%

6. Shareholders did not approve a non-binding shareholder proposal to adopt a policy prohibiting discrimination “against” or “for” persons:


For 3.1%

Against 83.2%

Abstain 13.7%

About Target

Minneapolis-based Target Corporation (NYSE: TGT) serves guests at 1,916 stores – 1,789 in the United States and 127 in Canada – and at Since 1946, Target has given 5 percent of its profit through community grants and programs; today, that giving equals more than $4 million a week. For more information about Target’s commitment to corporate responsibility, visit

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