Shareholder Vote

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, 2020 Target Corp oration (Exact name of registrant as specified in its charter) Minnesota   1-6049   41-0215170 (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.) 1000 Nicollet Mall, Minneapolis, Minnesota 55403 (Address of principal executive offices, including zip code) (612) 304-6073 (Registrant’s telephone number, including area code) 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 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.   o   Item 5.07. Submission of Matters to a Vote of Shareholders. On June 10, 2020, Target Corporation (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”) to: (1) elect each of the Company’s directors for a one-year term; (2) ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm; (3) approve, on an advisory basis, the Company’s executive compensation (“Say on Pay”); and (4) approve the Target Corporation 2020 Long-Term Incentive Plan. At the close of business on April 13, 2020, the record date of the Annual Meeting, the Company had 499,828,552 shares of common stock issued and outstanding. The holders of a total of 442,601,633 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 voting approval standard disclosed in the 2020 Proxy Statement (as indicated by the borders) are set forth below: 1. The shareholders elected each of the following nominees as directors for a one-year term: For Against Broker Nominee Shares % Shares % Abstain Non-Votes Douglas M. Baker, Jr. 365,599,536 97.9 7,882,450 2.1 9,339,553 59,780,094 George S. Barrett 379,715,944 99.5 1,911,932 0.5 1,193,663 59,780,094 Brian C. Cornell 356,676,283 93.8 23,520,223 6.2 2,625,033 59,780,094 Calvin Darden 367,302,683 96.2 14,417,866 3.8 1,100,990 59,780,094 Robert L. Edwards 378,876,208 99.3 2,754,444 0.7 1,190,887 59,780,094 Melanie L. Healey 378,382,432 99.1 3,386,853 0.9 1,052,254 59,780,094 Donald R. Knauss 379,793,590 99.5 1,891,499 0.5 1,136,450 59,780,094 Monica C. Lozano 379,128,774 99.3 2,708,267 0.7 984,498 59,780,094 Mary E. Minnick 367,105,766 96.1 14,732,800 3.9 982,973 59,780,094 Kenneth L. Salazar 373,770,998 97.9 7,990,301 2.1 1,060,240 59,780,094 Dmitri L. Stockton 377,510,869 98.9 4,146,777 1.1 1,163,893 59,780,094 2. The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2020: For: Shares 416,894,624    % 94.2    Against: Shares 24,691,951    % 5.6    Abstain: Shares 1,015,058    % 0.2    3. The shareholders approved, on an advisory basis, the Company’s executive compensation: For: Shares 356,593,183    % 93.6    Against: Shares 24,250,993    % 6.4    Abstain: Shares 1,977,363    Broker Non-Votes: Shares 59,780,094    4. The shareholders approved the Target Corporation 2020 Long-Term Incentive Plan: For: Shares 358,659,686    % 93.7    Against: Shares 22,658,750    % 5.9    Abstain: Shares 1,503,103    % 0.4    Broker Non-Votes: Shares 59,780,094    Item 9.01. Financial Statements and Exhibits . (d) Exhibits . (10)D 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 11, 2020 /s/ Don H. Liu   Don H. Liu   Executive Vice President and Chief Legal & Risk Officer