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| TGT > SEC Filings for TGT > Form 8-K on 15-Jun-2012 | All Recent SEC Filings |
15-Jun-2012
Change in Directors or Principal Officers, Submission of Matters to a Vote of Securit
On June 13, 2012, Target Corporation (the "Company") held its 2012 Annual Meeting of Shareholders (the "Annual Meeting"), at which our shareholders approved the Target Corporation Officer Short-Term Incentive Plan (the "Plan"). The full text of the Plan is attached as Appendix A to the Company's definitive proxy statement on Schedule 14A filed with the SEC on April 30, 2012, and is incorporated herein by reference.
On June 13, 2012, Target Corporation held its 2012 Annual Meeting of
Shareholders 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 the Target Corporation Officer Short-Term Incentive
Plan; (4) approve, on an advisory basis, the Company's executive compensation;
(5) vote on a shareholder proposal on electronics recycling; and (6) vote on a
shareholder proposal on prohibiting use of corporate funds for political
elections or campaigns.
At the close of business on April 16, 2012, the record date of the Annual Meeting, the Company had 662,001,328 shares of common stock issued and outstanding. The holders of a total of 583,482,642 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:
For Against Broker
Nominee Shares % Shares % Abstain Non-Votes
Roxanne S. Austin 511,699,572 99.1 4,720,112 0.9 7,248,810 59,814,148
Calvin Darden 511,135,034 98.4 8,365,017 1.6 4,168,443 59,814,148
Mary N. Dillon 511,818,660 98.5 7,947,288 1.5 3,902,546 59,814,148
James A. Johnson 420,654,778 89.9 47,225,617 10.1 55,788,099 59,814,148
Mary E. Minnick 517,191,019 99.3 3,404,216 0.7 3,073,259 59,814,148
Anne M. Mulcahy 437,693,391 92.3 36,503,721 7.7 49,471,382 59,814,148
Derica W. Rice 516,236,659 99.2 4,266,990 0.8 3,164,845 59,814,148
Stephen W. Sanger 508,778,699 98.5 7,737,291 1.5 7,152,504 59,814,148
Gregg W. Steinhafel 505,809,497 99.0 5,242,039 1.0 12,616,958 59,814,148
John G. Stumpf 505,972,241 97.7 11,982,621 2.3 5,713,632 59,814,148
Solomon D. Trujillo 512,862,389 99.1 4,693,075 0.9 6,113,030 59,814,148
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2. The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered accounting firm for 2012:
For: Shares 574,096,487
% 98.4
Against: Shares 6,817,427
% 1.2
Abstain: Shares 2,568,728
% 0.4
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3. The shareholders approved the Target Corporation Officer Short-Term Incentive Plan:
For: Shares 497,102,305
% 94.9
Against: Shares 22,416,277
% 4.3
Abstain: Shares 4,149,912
% 0.8
Broker Non-Votes: Shares 59,814,148
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4. The shareholders approved, on an advisory basis, our executive compensation:
For: Shares 432,090,313
% 83.9
Against: Shares 83,167,867
% 16.1
Abstain: Shares 8,410,314
Broker Non-Votes: Shares 59,814,148
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5. The shareholders did not approve a shareholder proposal on electronics recycling:
For: Shares 36,515,998
% 7.0
Against: Shares 390,746,006
% 74.6
Abstain: Shares 96,406,490
% 18.4
Broker Non-Votes: Shares 59,814,148
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6. The shareholders did not approve a shareholder proposal on prohibiting use of corporate funds for political elections or campaigns:
For: Shares 24,110,105
% 4.6
Against: Shares 424,903,914
% 81.1
Abstain: Shares 74,654,475
% 14.3
Broker Non-Votes: Shares 59,814,148
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(d) Exhibits.
(10)AA Target Corporation Officer Short-Term Incentive Plan (Incorporated by
reference to Appendix A to the Target Corporation Proxy Statement filed
April 30, 2012).
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