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 9, 2021 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 9, 2021, Target Corporation (the “Company”) held its 2021 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) vote on a shareholder proposal to amend the proxy access bylaw to remove the shareholder group limit. At the close of business on April 12, 2021, the record date of the Annual Meeting, the Company had 497,571,030 shares of common stock issued and outstanding. The holders of a total of 428,260,798 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 2021 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. 356,742,762 98.3 6,243,679 1.7 9,853,082 55,421,275 George S. Barrett 369,167,603 99.2 2,841,078 0.8 830,842 55,421,275 Brian C. Cornell 347,541,515 93.7 23,389,229 6.3 1,908,779 55,421,275 Robert L. Edwards 369,566,255 99.4 2,417,051 0.6 856,217 55,421,275 Melanie L. Healey 364,361,654 97.9 7,790,362 2.1 687,507 55,421,275 Donald R. Knauss 369,237,494 99.3 2,755,562 0.7 846,467 55,421,275 Christine A. Leahy 370,727,340 99.6 1,384,223 0.4 727,960 55,421,275 Monica C. Lozano 365,313,225 98.2 6,771,836 1.8 754,462 55,421,275 Mary E. Minnick 352,059,223 94.6 20,067,082 5.4 713,218 55,421,275 Derica W. Rice 366,370,418 98.5 5,663,105 1.5 806,000 55,421,275 Kenneth L. Salazar 366,275,698 98.5 5,687,122 1.5 876,703 55,421,275 Dmitri L. Stockton 367,771,691 98.9 4,241,871 1.1 825,961 55,421,275 2. The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2021: For: Shares 405,176,703  % 94.6  Against: Shares 22,327,146  % 5.2  Abstain: Shares 756,949  % 0.2  3. The shareholders approved, on an advisory basis, the Company’s executive compensation: For: Shares 344,389,535  % 92.9  Against: Shares 26,427,731  % 7.1  Abstain: Shares 2,022,257  Broker Non-Votes: Shares 55,421,275  4. The shareholders did not approve a shareholder proposal to amend the proxy access bylaw to remove the shareholder group limit: For: Shares 142,890,153  % 38.3  Against: Shares 227,164,136  % 60.9  Abstain: Shares 2,785,234  % 0.7  Broker Non-Votes: Shares 55,421,275  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, the SEC 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 4 received support o f 38.6 %. 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 10, 2021 /s/ Don H. Liu   Don H. Liu   Executive Vice President and Chief Legal & Risk Officer