Target (NYSE: TGT) investors renew board, OK incentives, reject ESG proposals

Rhea-AI Filing Summary

Target Corporation reported results from its June 10, 2026 Annual Meeting of Shareholders. Investors elected twelve directors to one-year terms, with most nominees receiving over 95% of votes cast in favor, based on shares voted "For" versus "Against."

Shareholders ratified Ernst & Young LLP as independent auditor for fiscal 2026 with 93.5% support, and approved, on an advisory basis, the company’s executive compensation with 89.0% support. They also approved the Amended and Restated Target Corporation 2020 Long-Term Incentive Plan, with 95.0% voting for the plan.

Three shareholder proposals were not approved: an independent board chair policy (38.1% for, 61.4% against), a report on pesticides in private-label brands (16.9% for), and a report on reducing plastic microfiber shedding (18.4% for). Under the SEC’s simple majority standard for resubmission, these items received 38.3%, 17.2%, and 18.6% support, respectively.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Directors elected: 12 nominees Auditor ratification support: 366,896,337 shares (93.5%) Say-on-pay support: 298,234,525 shares (89.0%) +5 more

8 metrics

Directors elected 12 nominees Elected to one-year terms at June 10, 2026 Annual Meeting

Auditor ratification support 366,896,337 shares (93.5%) Votes "For" Ernst & Young LLP as auditor for fiscal 2026

Say-on-pay support 298,234,525 shares (89.0%) Advisory approval of executive compensation

Incentive plan approval 320,173,395 shares (95.0%) Approval of Amended and Restated 2020 Long-Term Incentive Plan

Independent chair proposal support 128,544,372 shares (38.1%) Shareholder proposal on independent Board Chair did not pass

Pesticide report proposal support 56,984,003 shares (16.9%) Shareholder proposal on pesticides in private-label brands failed

Microfiber shedding report support 62,007,169 shares (18.4%) Shareholder proposal on plastic microfiber shedding failed

Resubmission support measure 38.3%, 17.2%, 18.6% Support for Items 5, 6, 7 under SEC simple majority standard

Key Terms

Annual Meeting of Shareholders, independent registered public accounting firm, executive compensation, Long-Term Incentive Plan, +2 more

6 terms

Annual Meeting of Shareholders financial

"On June 10, 2026, Target Corporation ... held its 2026 Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

executive compensation financial

"The shareholders approved, on an advisory basis, the Company’s executive compensation"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

Long-Term Incentive Plan financial

"approved the Amended and Restated Target Corporation 2020 Long-Term Incentive Plan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

independent director financial

"a shareholder proposal requesting a policy requiring the Board Chair to be an independent director"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Rule 14a-8 regulatory

"eligible to resubmit a shareholder proposal in a following year under Rule 14a-8"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

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Understanding 8-K Material Events →

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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 10, 2026

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)

(IRS Employer Identification No.)

1000 Nicollet Mall,

Minneapolis,

Minnesota

55403

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (612) 304-6073

Not Applicable

(Former name or former address, if changed since last report.)

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 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 June 10, 2026, Target Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). at which the Company’s shareholders approved the Amended and Restated Target Corporation 2020 Long-Term Incentive Plan (the “2026 Restatement”). The full text of the 2026 Restatement is attached hereto as Exhibit 10.27 and is incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.

At the Annual Meeting on June 10, 2026, the Company’s shareholders voted on the seven proposals described below.

The final voting results, including the votes used to determine the results for each proposal under the applicable approval standard (as indicated by the borders), are set forth below.

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									327,624,367						97.5						8,496,692						2.5									871,117						55,551,812
George S. Barrett									302,029,550						89.9						34,062,789						10.1									899,837						55,551,812
Gail K. Boudreaux									325,913,152						97.0						10,068,744						3.0									1,010,280						55,551,812
Stephen B. Bratspies									330,492,945						98.3						5,661,291						1.7									837,940						55,551,812
Brian C. Cornell									292,419,953						87.2						43,104,768						12.8									1,467,455						55,551,812
Robert L. Edwards									326,841,941						97.2						9,295,589						2.8									854,646						55,551,812
Michael J. Fiddelke									333,039,464						99.1						3,038,231						0.9									914,481						55,551,812
John R. Hoke III									332,129,244						98.8						4,015,335						1.2									847,597						55,551,812
Christine A. Leahy									297,685,712						88.5						38,569,015						11.5									737,449						55,551,812
Monica C. Lozano									319,957,287						95.2						16,084,623						4.8									950,266						55,551,812
Derica W. Rice									324,581,603						96.5						11,603,952						3.5									806,621						55,551,812
Dmitri L. Stockton									320,705,042						95.5						15,285,485						4.5									1,001,649						55,551,812

2.The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026:

			For:			Shares			366,896,337
						%			93.5
			Against:			Shares			24,917,538
						%			6.3
			Abstain:			Shares			730,113
						%			0.2

3.The shareholders approved, on an advisory basis, the Company’s executive compensation:

			For:			Shares			298,234,525
						%			89.0
			Against:			Shares			36,795,522
						%			11.0
			Abstain:			Shares			1,962,129
			Broker Non-Votes:			Shares			55,551,812

4.The shareholders approved the Amended and Restated Target Corporation 2020 Long-Term Incentive Plan:

			For:			Shares			320,173,395
						%			95.0
			Against:			Shares			14,595,917
						%			4.3
			Abstain:			Shares			2,222,864
						%			0.7
			Broker Non-Votes:			Shares			55,551,812

5.The shareholders did not approve a shareholder proposal requesting a policy requiring the Board Chair to be an independent director:

			For:			Shares			128,544,372
						%			38.1
			Against:			Shares			206,796,796
						%			61.4
			Abstain:			Shares			1,651,008
						%			0.5
			Broker Non-Votes:			Shares			55,551,812

6.The shareholders did not approve a shareholder proposal requesting a report on presence of pesticides in Target’s private label brands:

			For:			Shares			56,984,003
						%			16.9
			Against:			Shares			275,003,485
						%			81.6
			Abstain:			Shares			5,004,688
						%			1.5
			Broker Non-Votes:			Shares			55,551,812

7.The shareholders did not approve a shareholder proposal requesting a report on reducing plastic microfiber shedding:

			For:			Shares			62,007,169
						%			18.4
			Against:			Shares			270,654,883
						%			80.3
			Abstain:			Shares			4,330,124
						%			1.3
			Broker Non-Votes:			Shares			55,551,812

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, as amended, the Securities 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 5 received support of 38.3%, Item 6 received support of 17.2%, and Item 7 received support of 18.6%.

Item 9.01             Financial Statements and Exhibits.

(d)                                 Exhibits.

10.27						Amended and Restated Target Corporation 2020 Long-Term Incentive Plan.
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: June 12, 2026			By:			/s/ Grant B. McGee
						Name: Grant B. McGee
						Title: Chief Legal and Compliance Officer and Corporate Secretary

FAQ

What did Target (TGT) shareholders decide at the 2026 Annual Meeting?

Target shareholders elected twelve directors for one-year terms and ratified Ernst & Young LLP as auditor for fiscal 2026. They also approved executive compensation and an amended 2020 Long-Term Incentive Plan, while rejecting three shareholder-sponsored governance and sustainability proposals.

How did Target (TGT) investors vote on executive compensation in 2026?

Shareholders approved Target’s executive compensation on an advisory basis, with 298,234,525 shares, or 89.0%, voting "For" and 36,795,522 shares, or 11.0%, voting "Against." There were 1,962,129 abstentions and 55,551,812 broker non-votes recorded on the proposal.

Was Target’s 2020 Long-Term Incentive Plan restatement approved by shareholders?

Yes. Shareholders approved the Amended and Restated Target Corporation 2020 Long-Term Incentive Plan, referred to as the 2026 Restatement. The vote was 320,173,395 shares (95.0%) "For," 14,595,917 shares (4.3%) "Against," and 2,222,864 shares (0.7%) abstaining, plus 55,551,812 broker non-votes.

Did Target (TGT) shareholders support having an independent board chair?

No. A shareholder proposal requesting a policy requiring the Board Chair to be an independent director did not pass. 128,544,372 shares (38.1%) voted "For," while 206,796,796 shares (61.4%) voted "Against," with 1,651,008 abstentions and 55,551,812 broker non-votes on this item.

How did Target investors vote on ESG-related shareholder proposals in 2026?

Shareholders rejected proposals for a report on pesticides in private-label brands and a report on reducing plastic microfiber shedding. Support was 16.9% and 18.4% of votes cast, respectively, and under the SEC’s simple majority resubmission standard, support measured 17.2% and 18.6% for these items.

What level of support did Target’s auditor ratification receive in 2026?

Ratification of Ernst & Young LLP as Target’s independent registered public accounting firm for fiscal 2026 passed with strong support. 366,896,337 shares (93.5%) voted "For," 24,917,538 shares (6.3%) voted "Against," and 730,113 shares (0.2%) abstained on the ratification proposal.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-10 EX-10 154.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.4 KB