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EX-99 - EX-99 - TARGET CORPa10-11723_1ex99.htm
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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 9, 2010

 

 

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))

 

 



 

Item 5.07               Submission of Matters to a Vote of Shareholders

 

The annual meeting of the shareholders of the Corporation was held on June 9, 2010.  The following items were voted on by shareholders:

 

1.             The shareholders elected each of the four nominees for a one-year term by a majority of the votes cast:

 

Nominee

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

Calvin Darden

 

576,337,949

 

29,138,427

 

1,184,747

 

56,613,947

 

Anne M. Mulcahy

 

516,634,310

 

88,788,334

 

1,238,479

 

56,613,947

 

Stephen W. Sanger

 

542,375,895

 

63,349,677

 

935,551

 

56,613,947

 

Gregg W. Steinhafel

 

587,320,518

 

18,273,753

 

1,066,852

 

56,613,947

 

 

2.             The shareholders ratified the appointment of Ernst & Young LLP as the Independent Registered Accounting Firm:

 

For

 

558,531,117

 

Against

 

98,870,384

 

Abstain

 

5,873,569

 

Total Shares Present and Entitled to Vote

 

663,275,070

 

 

3.             The shareholders approved an amendment to our Restated Articles of Incorporation relating to our Board of Directors, including to provide for annual election of directors:

 

For

 

654,565,384

 

Against

 

3,896,156

 

Abstain

 

4,813,530

 

Total Shares Present and Entitled to Vote

 

663,275,070

 

 

4.             The shareholders approved an amendment to our Restated Articles of Incorporation to eliminate supermajority voting requirements for certain business combinations:

 

For

 

652,029,856

 

Against

 

6,169,243

 

Abstain

 

5,075,971

 

Total Shares Present and Entitled to Vote

 

663,275,070

 

 

5.             The shareholders approved the amendment and restatement of our Restated Articles of Incorporation:

 

For

 

653,714,545

 

Against

 

3,639,295

 

Abstain

 

5,921,230

 

Total Shares Present and Entitled to Vote

 

663,275,070

 

 



 

6.             The shareholders did not approve a shareholder proposal regarding an annual advisory vote on executive compensation:

 

For

 

299,931,300

 

Against

 

276,749,314

 

Abstain

 

29,980,509

 

Total Shares Present and Entitled to Vote

 

606,661,123

 

Broker Non-Votes

 

56,613,947

 

 

Item 9.01               Financial Statements and Exhibits

 

(d)           Exhibits

 

(3)A        Amended and Restated Articles of Incorporation (as amended through June 9, 2010).

 

(99)         Target Corporation’s News Release dated June 10, 2010 relating to the Annual Meeting of Shareholders.

 

 

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 thereunto duly authorized.

 

 

TARGET CORPORATION

 

 

 

 

Date: June 10, 2010

/s/ Timothy R. Baer

 

 

Timothy R. Baer

 

Executive Vice President, General Counsel

 

and Corporate Secretary

 



 

EXHIBIT INDEX

 

Exhibit

 

Description

 

Method
of Filing

 

 

 

 

 

(3)A

 

Amended and Restated Articles of Incorporation (as amended through June 9, 2010)

 

Filed Electronically

 

 

 

 

 

(99)

 

Target Corporation’s News Release dated June 10, 2010 relating to the Annual Meeting of Shareholders.

 

Filed Electronically