Executive Change · Bylaw Amendment

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) January 6, 2020   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.  ¨            Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .   On January 6, 2020, Roxanne S. Austin informed the Board of Directors (the “Board”) of Target Corporation (“Target”) of her decision not to stand for re-election at the end of her current term expiring at the 2020 Annual Meeting of Shareholders in June. Ms. Austin will continue to serve as a member of the Board and on the Human Resources & Compensation Committee and Risk & Compliance Committee until her current term on the Board expires.   Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .   On January 8, 2020, Target’s Board amended and restated Target’s Bylaws (the “Restated Bylaws”) to adopt a 10% ownership threshold for all special meetings called by shareholders.   The foregoing summary in this Item 5.03 is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is filed as Exhibit (3)B hereto and incorporated herein by reference.   Item 9.01 Financial Statements and Exhibits .    (d)        Exhibits .     (3)B Bylaws (as amended through January 8, 2020).         104 Cover Page Interactive Data File (formatted as Inline XBRL).           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: January 10, 2020 /s/ Don H. Liu   Don H. Liu   Executive Vice President and Chief Legal & Risk Officer