Shareholder Vote

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 12, 2019   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:   o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   o             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   o 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 12, 2019, Target Corporation (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”) to: (1) elect directors for a one-year term; (2) ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm; (3) approve, on an advisory basis, the Company’s executive compensation (“Say on Pay”); and (4) vote on a shareholder proposal to amend the proxy access bylaw to remove its candidate resubmission threshold. At the close of business on April 15, 2019, the record date of the Annual Meeting, the Company had 515,511,026 shares of common stock issued and outstanding. The holders of a total of 462,529,440 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 voting approval standard disclosed in the 2019 Proxy Statement (as indicated by the borders) are set forth below: 1.    The shareholders elected each of the following nominees as directors for a one-year term:       For   Against         Broker Nominee     Shares   %   Shares   %     Abstain   Non-Votes Roxanne S. Austin     371,855,842   95.1   19,138,629   4.9     1,194,976   70,339,993 Douglas M. Baker, Jr.     383,947,415   98.2   6,868,700   1.8     1,373,332   70,339,993 George S. Barrett     389,136,760   99.6   1,552,511   0.4     1,500,176   70,339,993 Brian C. Cornell     365,264,137   94.6   20,797,924   5.4     6,127,386   70,339,993 Calvin Darden     381,276,219   97.6   9,390,757   2.4     1,522,471   70,339,993 Henrique De Castro     389,471,385   99.6   1,369,504   0.4     1,348,558   70,339,993 Robert L. Edwards     388,816,691   99.5   1,932,415   0.5     1,440,341   70,339,993 Melanie L. Healey     385,695,695   98.6   5,280,811   1.4     1,212,941   70,339,993 Donald R. Knauss     389,377,971   99.7   1,350,903   0.3     1,460,573   70,339,993 Monica C. Lozano     389,612,352   99.6   1,428,291   0.4     1,148,804   70,339,993 Mary E. Minnick     375,896,673   96.1   15,131,273   3.9     1,161,501   70,339,993 Kenneth L. Salazar     386,513,093   98.9   4,413,673   1.1     1,262,681   70,339,993 Dmitri L. Stockton     385,326,919   98.6   5,480,497   1.4     1,382,031   70,339,993 2.    The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2019: For: Shares 433,415,843   % 93.7 Against: Shares 27,926,222   % 6.0 Abstain: Shares 1,187,375   % 0.3 3.    The shareholders approved, on an advisory basis, the Company’s executive compensation: For: Shares 369,542,798   % 94.8 Against: Shares 20,341,706   % 5.2 Abstain: Shares 2,304,943 Broker Non-Votes: Shares 70,339,993 4.    The shareholders did not approve a shareholder proposal to amend the proxy access bylaw to remove candidate resubmission threshold: For: Shares 138,850,301   % 35.4 Against: Shares 249,176,553   % 63.5 Abstain: Shares 4,162,593   % 1.1 Broker Non-Votes: Shares 70,339,993 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 SEC 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 35.8%. 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 13, 2019 /s/ Don H. Liu   Don H. Liu   Executive Vice President and Chief Legal & Risk Officer