Item 5.07.Submission of Matters to a Vote of Shareholders.
OnJune 8, 2022 ,Target Corporation (the "Company") held its 2022 Annual Meeting of Shareholders (the "Annual Meeting") to vote on: (1) the election of the Company's Board of Directors; (2) the Company's proposal to ratify the appointment ofErnst & Young LLP as the Company's independent registered public accounting firm for fiscal 2022; (3) the Company's proposal to approve, on an advisory basis, the Company's executive compensation ("Say on Pay"); (4) a shareholder proposal to amend the proxy access bylaw to remove the shareholder group limit, and (5) a shareholder proposal raised from the floor of the Annual Meeting concerning the method of holding shareholder meetings that are not held in person. At the close of business onApril 11, 2022 , the record date of the Annual Meeting, the Company had 463,674,178 shares of common stock issued and outstanding. The holders of a total of 400,324,619 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 applicable voting approval standard (as indicated by the borders) are set forth below. Voting percentages are rounded to the nearest tenth of a percent and may not foot due to rounding.
1.The shareholders elected twelve nominees as directors for a one-year term: For Against Broker Nominee Shares % Shares % Abstain Non-Votes David P. Abney 341,891,522 99.3 2,428,873 0.7 1,118,905 54,885,319 Douglas M. Baker, Jr. 325,389,305 96.9 10,275,840 3.1 9,774,155 54,885,319 George S. Barrett 338,710,837 98.4 5,520,588 1.6 1,207,875 54,885,319 Gail K. Boudreaux 342,788,027 99.5 1,647,401 0.5 1,003,872 54,885,319 Brian C. Cornell 323,119,435 94.3 19,518,854 5.7 2,801,011 54,885,319 Robert L. Edwards 337,819,362 98.1 6,500,465 1.9 1,119,473 54,885,319 Melanie L. Healey 335,957,896 97.5 8,489,251 2.5 992,153 54,885,319 Donald R. Knauss 341,045,643 99.0 3,301,722 1.0 1,091,935 54,885,319 Christine A. Leahy 338,885,177 98.4 5,497,322 1.6 1,056,801 54,885,319 Monica C. Lozano 336,930,733 97.8 7,476,483 2.2 1,032,084 54,885,319 Derica W. Rice 335,233,767 97.3 9,142,008 2.7 1,063,525 54,885,319 Dmitri L. Stockton 337,063,868 97.9 7,207,996 2.1 1,167,436 54,885,319
2.The shareholders ratified the appointment of
For: Shares 367,266,416 % 91.7 Against: Shares 32,166,278 % 8.0 Abstain: Shares 891,925 % 0.2
-------------------------------------------------------------------------------- 3.The shareholders approved, on an advisory basis, the Company's executive compensation: For: Shares 318,466,944 % 92.7 Against: Shares 24,968,081 % 7.3 Abstain: Shares 2,004,275 Broker Non-Votes: Shares 54,885,319
4.The shareholders did not approve a shareholder proposal to amend the proxy access bylaw to remove the shareholder group limit:
For: Shares 124,251,863 % 36.0 Against: Shares 218,589,421 % 63.3 Abstain: Shares 2,598,016 % 0.8 Broker Non-Votes: Shares 54,885,319 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, theSecurities and Exchange Commission 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 36.2%. 5.The shareholders did not approve a shareholder proposal raised from the floor of the Annual Meeting concerning the method of holding shareholder meetings that are not held in person: For: Shares 514 % 0.0 Against: Shares 332,464,984 % 100.0 Abstain: Shares 0 % 0.0 Broker Non-Votes: Shares 67,859,121
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