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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 | | |
| 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 |