Target declassifies board of directors at annual shareholders' meeting

Minneapolis -- Following its 2010 annual shareholders' meeting earlier this week, Target Corporation today announced shareholders approved a proposal to declassify the company's board of directors.

As a result, all candidates elected to the board will now stand for one-year terms. The new rules apply for directors elected at this year's annual shareholders' meeting, which was held June 9, and will be fully implemented for the 2011 annual meeting.

In addition, shareholders approved all other board proposals presented at the meeting.

"We're pleased that our shareholders have supported all of our board's recommendations, including the proposal to declassify," said Gregg Steinhafel, chairman, president and ceo. "This vote underscores the value of our ongoing efforts to engage with shareholders and demonstrates our long-standing commitment to strong corporate governance."

The Carideo Group, the independent Inspector of elections, has certified all voting results for Target's 2010 annual meeting of shareholders. The final tabulation indicates that approximately 663 million shares were voted, representing 89.6% of outstanding shares.

Among shareholders' actions:

  • Elected each of the four nominees -- Calvin Darden, 95.2%; Anne Mulcahy, 85.3%; Stephen W. Sanger, 89.5%; and Gregg Steinhafel, 97.0% -- for a one-year term by a majority of the votes cast;
  • Ratified the appointment of Ernst & Young LLP as the independent registered accounting firm;
  • Approved an amendment to Target's Articles of Incorporation relating to its board of directors, including to provide for annual election of directors;
  • Approved an amendment to its Restated Articles of Incorporation to eliminate supermajority voting requirements for certain business combinations;
  • Approved the amendment and restatement of its Restated Articles of Incorporation:
  • Rejected a shareholder proposal regarding an annual advisory vote on executive compensation.


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