Independent
Tenure on this board
4.8 yrs
Also a director at
Northrop Grumman Corp (NOC)Freeport-mcmoran Inc (FCX)
15 nominees · 7 ballot items.
Election of 12 directors; ratification of Ernst & Young LLP as independent auditors; advisory approval of executive compensation (Say on Pay); approval of the Amended and Restated 2020 Long-Term Incentive Plan; and three shareholder proposals requesting (1) a policy requiring the Board Chair to be independent, (2) a report on pesticides in Target’s private-label brands, and (3) a report on reducing plastic microfiber shedding.
Election of twelve director nominees to serve for one-year terms until the next annual meeting.
Ratify the Audit & Risk Committee’s appointment of Ernst & Young LLP as Target’s independent registered public accounting firm for the fiscal year ending January 30, 2027.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the CD&A, tables, and narrative disclosures in the Proxy Statement.
This management proposal asks shareholders to provide a non-binding advisory vote approving the company’s executive compensation as disclosed in the Compensation Discussion & Analysis, related tables, and narratives. Management seeks endorsement to validate its pay-for-performance philosophy, which ties a substantial portion of pay to short- and long-term performance metrics including Net Sales, Incentive Operating Income, PSUs, and PBRSUs measured relative to a retail peer group. The Board recommends a vote FOR, pointing to robust governance practices including an independent compensation committee, independent compensation consultant, stock ownership guidelines, clawback policies, and an emphasis on performance-based LTI awards. The advisory vote does not alter compensation arrangements directly but provides feedback the Compensation & Human Capital Management Committee will consider when designing future programs. Recent shareholder support (92.2% in 2025) and ongoing shareholder engagement inform the Board’s view that the program aligns executive incentives with long-term shareholder value. Risks and mitigants are disclosed — a formal annual compensation risk assessment, anti-hedging/pledging policies, and double-trigger change-in-control protections — limiting incentives for excessive risk-taking. While the vote is advisory, a majority “Against” could trigger further shareholder engagement and potential program changes; a majority “For” supports continuity of current practices. The Committee retains discretion to adjust awards for unusual items and to calibrate metrics, and retains the ability to respond to shareholder feedback while balancing market competitiveness and retention needs. In evaluating the proposal, investors should weigh the degree to which realized payouts have tracked performance, the mix of at-risk compensation, and disclosure around goal-setting, peer selection, and any ex-post adjustments which may influence the efficacy of the pay program.
Seek shareholder approval to amend and restate the 2020 Long-Term Incentive Plan, increasing the share reserve by 15,500,000 shares, extending the term, removing certain per-individual limits, and adding a $750,000 annual limit for non-employee directors.
This management proposal requests shareholder approval to amend and restate Target’s 2020 Long-Term Incentive Plan to add 15.5 million shares to the plan reserve, extend the plan term, remove an existing per-individual share limit over 36 months, and add a $750,000 aggregate annual limit for equity awards to non-employee directors. Management frames the increase as necessary to preserve the company’s ability to grant appropriately sized annual equity incentives for retention and alignment with long-term strategy, and to satisfy NYSE and tax (Code Section 422) technical requirements. The Board and Compensation Committee point to conservative governance features retained in the Restated Plan — independent administration by an independent Committee, a fungible share pool accounting approach, minimum vesting requirements, no evergreen or liberal recycling provisions, double-trigger change-in-control treatment, and shareholder approval required for repricing — as mitigating dilution and governance concerns. Opponents may raise dilution and burn-rate considerations: the three-year average burn rate disclosed (0.71%) and current shares outstanding inform the issuance impact; the company discloses projected post-approval available shares. The removal of the 36-month per-individual limit increases flexibility for large awards (e.g., CEO-level grants), which could raise pay-for-performance scrutiny; the added director cap seeks to limit director award scale. Investors should weigh whether the incremental reserve and the plan’s structural protections strike the right balance between retention/market-competitive pay and shareholder dilution, and whether disclosure about expected future usage, grant-sizing practices, and burn-rate pacing is sufficient. A FOR vote supports management’s stated need to preserve equity award capacity and modernize plan mechanics; an AGAINST vote would signal shareholder concern about share usage, governance trade-offs, or pay levels.
Request that the Board adopt a policy requiring the Chair of the Board be an independent director, with limited waivers if no independent director is available.
Request that the Board issue a report on the presence of pesticides in Target’s private-label brands and efforts to quantify and curtail them, focusing on material issues and omitting proprietary information.
Request that Target issue a report evaluating opportunities to reduce microfiber pollution from garments, excluding proprietary information, and assessing how reduction opportunities could mitigate risks and strengthen long-term value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 8.25% | 37,489,156 | $4.5B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.47% | 29,407,928 | $3.6B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.81% | 21,864,752 | $2.7B |
| 4 | BlackRock, Inc. | 3.15% | 14,320,347 | $1.7B |
| 5 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.08% | 14,008,200 | $1.7B |
| 6 | FMR LLC | 2.37% | 10,746,230 | $1.3B |
| 7 | BlackRock, Inc. | 2.09% | 9,508,751 | $1.2B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.01% | 9,136,021 | $1.1B |
| 9 | D. E. Shaw Co., Inc.Activist | 1.55% | 7,022,541 | $851M |
| 10 | FMR LLC | 1.19% | 5,410,980 | $656M |
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