TARGET CORPORATION - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

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	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

TARGET CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Letter from our Lead Independent Director

Dear Fellow Shareholders,

Throughout my tenure as Target’s Lead Independent Director, I’ve seen how this Board takes to heart its responsibility to represent the wide range of shareholder interests and points of view. We embrace the complexity of governing a highly visible and admired brand, one that aspires to include all and appeal to all. Our role in fostering long-term profitable growth draws on the diverse perspectives and broad business backgrounds each Board member brings to Target. It also draws on a unified commitment to help the company navigate prolonged economic, social, and geo-political uncertainty.

Knowing that expectations are high for a brand and team of Target’s caliber, I truly appreciate the depth of commitment and engagement from our entire Board, and our constructive interactions with CEO Brian Cornell and the rest of Target’s Leadership Team.

Driving growth, navigating risk

Along with my fellow Board members, we see the Target team striving week after week in pursuit of its core purpose: to help all families discover the joy of everyday life. We will stay closely engaged as management executes the growth-focused enterprise strategy that differentiates Target in the marketplace. Target’s durable business model, flexible multi-category portfolio, and leading array of fulfillment options help the team meet consumers where they are, all in service of providing an affordable, easy, and joyful shopping experience. This continued focus supports Target’s commitment to achieving key business goals – like recapturing sales, traffic, and market share growth, and creating strong shareholder returns.

Strong risk oversight is always a core part of governance, and it’s particularly important right now. Throughout 2022 and 2023, Target worked hard to help shoppers cope with higher inflation and interest rates. While we’ve seen some improvement in those macroeconomic headwinds, there continues to be a broad range of unique risks in the operating environment that call on Target to stay in close step with the U.S. consumer. As it did in 2023, the Board will play an ongoing and important role in helping Target navigate these challenges, ensuring appropriate adjustments and accountability. Our goal is to keep the company focused on long-term value creation, while remaining committed to Target’s purpose and core values.

Team investments and leadership development

The Board strongly supports Target’s human capital strategy and culture of caring, growing, and winning together, both of which have helped build a team that reflects the diverse communities and families Target serves. Investments like tuition-free education assistance are reducing turnover and increasing the number of internal promotions, especially among Target’s frontline team, and Target has taken a leadership role in advancing equitable pay and benefits.

Meanwhile, assessing and cultivating C-level leadership remains a top Board priority. In 2023, we endorsed movement and expansion across the current Leadership Team, with one member being named Chief Operating Officer, another member taking on the new role of Chief Corporate Affairs Officer, and a longstanding officer being promoted to the Leadership Team in the new role of Chief Community Impact and Equity Officer. The Board is also working closely with management to appoint a new Chief Financial Officer and a new Chief Legal and Compliance Officer.

At the same time, we recognize that the Board itself must have the right mix of backgrounds, skills, and experiences to exercise oversight responsibilities effectively. Rigorous policies for Board refreshment, plus our directors’ own commitment to keeping Board perspectives fresh and business experiences relevant, will help us govern Target well on behalf of shareholders for years to come.

In closing, I want to reinforce my gratitude for the support of our shareholders. Target has delivered profitable growth and strong shareholder returns over several decades – and the company’s plans to build on that long-term value are clear, compelling, and possible thanks to shareholders like you.

Sincerely,

Monica C. Lozano

Lead Independent Director

Notice of meeting and proxy summary

This Meeting Notice & Proxy Summary highlights information described in other parts of this 2024 Proxy Statement and does not contain all information you should consider in voting. Please read the entire 2024 Proxy Statement carefully before voting.

For the meaning of capitalized terms or acronyms used in the 2024 Proxy Statement, please see Appendix A “Commonly used or defined terms” beginning on page 93.

To our shareholders,

You are invited to attend Target Corporation’s 2024 Annual Meeting to be held as follows:

Time and Date

Wednesday, June 12, 2024
12:00 p.m. Central Daylight Time

Place

virtualshareholdermeeting.com/TGT2024

Record Date

April 15, 2024

Items of business

Item		Board’s Recommendation
Election of 12 directors (page 20)		FOR each Director Nominee
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm (page 69)		FOR
Advisory approval of executive compensation (Say on Pay) (page 72)		FOR
Shareholder proposals, if properly presented at the meeting (page 73)		AGAINST each proposal

In addition, at the 2024 Annual Meeting we will conduct any other business that may properly come before the meeting. See Question 11 of the “Questions and answers about the 2024 Annual Meeting” beginning on page 86 for more information. Following the formal business of the 2024 Annual Meeting, our Chair & Chief Executive Officer will provide prepared remarks, followed by a question and answer session.

Proxy solicitation

The Board solicits the enclosed proxy for the 2024 Annual Meeting and any adjournment or postponement of the 2024 Annual Meeting. Any proxy may be revoked at any time prior to its exercise at the 2024 Annual Meeting.

Voting

You may vote if you held shares of Target common stock as of the record date (April 15, 2024). You are able to vote your shares by providing instructions to the proxy holders who will then vote in accordance with your instructions. We urge you to read the 2024 Proxy Statement carefully and to vote in accordance with the recommendations of the Board.

TARGET CORPORATION

2024 Proxy Statement

Advance voting

If voting in advance of the 2024 Annual Meeting, you may do so as follows:

Method⁽¹⁾

Instruction

• Go to the website identified on the enclosed proxy card, VIF, or Internet Availability Notice.

• Enter the control number on the proxy card, VIF, or Internet Availability Notice.

• Follow the instructions on the website.

• Call the toll-free number identified on the enclosed proxy card or VIF or, after viewing the proxy materials on the website provided in your Internet Availability Notice, call the toll-free number for telephone voting identified on the website.

• Enter the control number on the proxy card, VIF, or Internet Availability Notice.

• Follow the recorded instructions.

• Mark your selections on the enclosed proxy card or VIF.

• Date and sign your name exactly as it appears on the proxy card or VIF.

• Promptly return the proxy card or VIF in the enclosed postage-paid envelope so the proxy card or VIF is received before the deadline.

Deadline

• Registered Shareholders or Beneficial Owners — 11:59 p.m. Eastern Daylight Time on June 11, 2024.

• Participants in the Target 401(k) Plan — 6:00 a.m. Eastern Daylight Time on June 10, 2024.

(1)

Internet and Telephone voting is available 24 hours a day, seven days a week up to the applicable deadline. If you are a Beneficial Owner holding shares outside of the Target 401(k) Plan, you may only vote by Internet and Telephone if your broker, trustee, bank, or nominee makes those methods available to you. If you did not receive a proxy card or VIF and would like to vote by mail, you must request a physical copy of the proxy materials, which will include a proxy card or VIF, by visiting www.proxyvote.com, dialing 1-800-579-1639, or emailing sendmaterial@proxyvote.com. If requesting a physical copy of the proxy materials, please be prepared to provide your control number, which can be found in your Internet Availability Notice.

Attending and voting at the 2024 Annual Meeting

To attend, vote, and submit questions during the 2024 Annual Meeting you must visit virtualshareholdermeeting.com/TGT2024 and enter the 16-digit control number found on your proxy card, VIF, or Internet Availability Notice, as applicable. Shares held within the Target 401(k) Plan may only be voted by the trustee pursuant to voting instructions received in advance of the 2024 Annual Meeting, and may not be voted by a participant at the 2024 Annual Meeting.

Important: to attend the 2024 Annual Meeting you must have the 16-digit control number found on your proxy card, VIF, or Internet Availability Notice, as applicable.

Questions and answers about the 2024 Annual Meeting

We encourage you to review the “Questions and answers about the 2024 Annual Meeting” beginning on page 86 for answers to common questions about the meeting, proxy materials, voting, and other related topics.

Thank you for your continued support.

Sincerely,

Don H. Liu

Corporate Secretary	Approximate Date of Mailing of Proxy Materials or Internet Availability Notice:

	April 29, 2024

Your vote is important. Thank you for voting.

TARGET CORPORATION

2024 Proxy Statement

Table of contents

Letter from our Lead Independent Director		3

Notice of meeting and proxy summary		4

General information about corporate governance and the Board		7

Corporate governance highlights		7
Our directors		9
Board leadership structure		10
Board and shareholder meeting attendance		11
Committees		11
Core functions of the Board		14
Director independence		18
Policy on transactions with related persons		18
Business ethics and conduct		18
Shareholder engagement		19

Item one Election of directors		20

Election and nomination process		20
Board and Committee evaluations		21
Board refreshment and composition		22
Board education, outside affiliations, and skills		22
2024 nominees for director		24
Director compensation		31

Stock ownership information		33

Stock ownership guidelines		33
Beneficial ownership of directors and executive officers		35
Beneficial ownership of Target’s largest shareholders		36

Compensation & Human Capital Management Committee Report		37

Compensation Discussion and Analysis		37

Introduction		37
Executive summary		38
Our framework for executive compensation		44
Other benefit elements		50
Compensation governance		51

Compensation tables		55

Summary compensation table		55
Grants of plan-based awards in Fiscal 2023		57
Outstanding equity awards at Fiscal 2023 year-end		58
Stock vested in Fiscal 2023		59
Pension benefits for Fiscal 2023		59
Nonqualified deferred compensation for Fiscal 2023		60
Potential payments upon termination or change-in-control		61
Table of potential payments upon termination or change-in-control		62
Pay ratio disclosure		63
Pay versus performance disclosure		64
Equity compensation plan information		68

Management proposals		69

Item two	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm	69
Item three	Advisory approval of executive compensation (Say on Pay)	72

Shareholder proposals		73

Item four	Shareholder proposal to adopt a policy for an independent board chair	73
Item five	Shareholder proposal requesting animal pain management reporting	76
Item six	Shareholder proposal to establish wage policies	78
Item seven	Shareholder proposal requesting a political contributions congruency analysis	80
Item eight	Shareholder proposal requesting a report on Target’s partnerships with, charitable contributions to, and other support for certain organizations	83

Questions and answers about the 2024 Annual Meeting		86

General information		86
Voting		86
Meeting details		89
Access to information		90
Communications		91
Forward-looking statements		92

Appendix A		93

Commonly used or defined terms		93

TARGET CORPORATION

2024 Proxy Statement

Back to Contents

General information about corporate governance and the Board

Corporate governance highlights

Our core corporate governance practices are listed in the following table. In addition, we regularly evaluate our practices against prevailing best practices and emerging and evolving topics identified through shareholder outreach, current literature, and corporate governance organizations.

Practice	Description	Page(s)
Accountability to shareholders
Board evaluations and refreshment	The Board regularly evaluates its performance in a variety of ways. Those evaluations, changes in business strategy and operations, and anticipated director retirements are considered by the Governance & Sustainability Committee in determining desired skills for future Board members to supplement the general Board membership criteria in our Corporate Governance Guidelines.	20-23
Annual elections	All directors are elected annually, which reinforces our Board’s accountability to shareholders.	20
Majority voting standard	Our Articles of Incorporation require a “majority voting” standard in uncontested director elections—each director must receive more votes “For” their election than votes “Against” in order to be elected.	20
Director resignation policy	An incumbent director that does not meet the majority voting standard must promptly offer to resign. The Governance & Sustainability Committee will make a recommendation and the Board must act on the offer within 90 days and publicly disclose its decision and rationale.	20
Proxy access	Any shareholder or group of up to 20 shareholders owning 3% or more of Target common stock continuously for at least the previous three years may nominate and include in our proxy materials director nominees totaling up to the greater of 20% of the Board or at least two directors.	91-92
No poison pill	We do not have a poison pill.
10% special meeting threshold	Shareholders owning 10% or more of Target’s outstanding stock have the right to call a special meeting of shareholders.
Shareholder voting rights are proportionate to economic interests
Single voting class	Target common stock is the only class of voting shares outstanding.	86
One share, one vote	Each share of Target common stock is entitled to one vote.	86
Responsiveness to shareholders
Responses to shareholder proposals	The Board responds to shareholder proposals that receive significant support by either making the proposed changes or explaining why the actions were not taken through the shareholder engagement process, proxy statement disclosure, or other means.	73
Understanding opposition to management proposals	As part of its shareholder engagement process, the Board seeks to understand the reasons for, and respond to, significant shareholder opposition to management proposals, as applicable.	19
Availability of independent directors	Target’s Lead Independent Director is expected to be available for shareholder engagement, as appropriate.	10, 19
Strong, independent leadership
Independence	A majority of our directors must be independent. Currently, all of our directors other than our CEO are independent, and all of our Committees consist exclusively of independent directors.	12, 18

TARGET CORPORATION

2024 Proxy Statement

Back to Contents

Practice	Description	Page(s)
Lead Independent Director	Whenever our CEO is also the Chair of the Board, our Bylaws and Corporate Governance Guidelines require a Lead Independent Director position with robust responsibilities to provide independent oversight of our CEO and Leadership Team.	10
Annual elections for Lead Independent Director and Chair	Both the Lead Independent Director and the Chair of the Board are elected annually by the independent directors, which ensures that the leadership structure is reviewed at least annually.	10
Committee membership and leadership rotations	The Governance & Sustainability Committee reviews and recommends Committee membership. The Board appoints members of its Committees annually, rotates Committee assignments periodically, and seeks to rotate the Lead Independent Director position and Committee Chair assignments every four to six years.	10-11
Structures and practices enhance Board effectiveness
Diversity	The composition of our Board represents broad perspectives, experiences, and knowledge relevant to our business while maintaining a balanced approach to gender and ethnic diversity. In addition, the Board’s policy is to include candidates that identify as members of historically underrepresented groups in the pool of potential director candidates to be considered by the Governance & Sustainability Committee.	20, 22-24
Director tenure policies	Our director tenure policies include mandatory retirement at age 75 and a maximum term limit of 20 years. These policies encourage Board refreshment and provide additional opportunities to maintain a balanced mix of perspectives and experiences.	22
Director maximum outside boards policy	Any director serving as a CEO of a public company is expected to serve on no more than two public company boards (including our Board), and other directors are expected to serve on no more than four public company boards (including our Board).	23
Director onboarding and continuing education	To enhance and expand the Board’s knowledge of the retail industry and topics relevant to its oversight responsibilities, we provide an extensive new director onboarding session. We also encourage our directors to participate in external continuing director education programs.	22
Strategy and risk oversight	We disclose how strategy and risk oversight is exercised at the Board level and how risk oversight responsibilities are allocated among the Board and its Committees.	14-16
Management development and succession planning	Our Board regularly reviews senior management development and succession planning, with more in-depth reviews regularly conducted by the Compensation & Human Capital Management Committee.	16
Sustainability	We disclose how oversight responsibility for sustainability matters is allocated among the Board and its Committees and how our Leadership Team advances those priorities in support of our business. We also report about sustainability matters under widely used reporting standards and frameworks.	16-17
Information security, cybersecurity, and data privacy	We disclose how oversight responsibilities related to information security, cybersecurity, and data privacy are allocated among the Board and its Committees, and provide information about our program and practices.	17
Executive compensation incentive structures are aligned with long-term strategy
Performance linked to long-term strategy drives incentive awards	The Compensation & Human Capital Management Committee has identified short- and long-term performance goals that align with Target’s strategy and has incorporated those goals into executive compensation plans to serve as drivers of incentive awards.	41
Communicating executive compensation to shareholders	The CD&A explains how performance goals drive our executive compensation plans and connect to Target’s long-term strategy.	37-54
Follow leading compensation practices	See “Target’s executive compensation practices.”	51

For your convenience, we organized the corporate governance highlights in the table above to show how our corporate governance practices compare favorably with the corporate governance principles developed by ISG, which reflect common corporate governance beliefs featured in the proxy voting guidelines of the largest institutional investors and global asset managers who are part of ISG.

TARGET CORPORATION

2024 Proxy Statement

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Our directors

Name

Age

Director
since

Current or notable prior company

Title

Independent

Public
boards
(including
Target)

David P. Abney

2021

United Parcel Service, Inc.

Former Chairman & CEO

Yes

Douglas M. Baker, Jr.

2013

E2SG Partners, LP /
Ecolab Inc.

Founding Partner /
Former Chairman & CEO

Yes

George S. Barrett

2018

The Overtone Group L.L.C. /
Cardinal Health, Inc.

Founder /
Former Chairman & CEO

Yes

Gail K. Boudreaux

2021

Elevance Health, Inc.

President & CEO

Yes

Brian C. Cornell

2014

Target Corporation

Chair & CEO

Robert L. Edwards

2015

Safeway Inc.

Former President & CEO

Yes

Donald R. Knauss

2015

The Clorox Company

Former Chairman & CEO

Yes

Christine A. Leahy

2021

CDW Corporation

Chair, President & CEO

Yes

Monica C. Lozano

2016

ImpreMedia, LLC

Former Chair & CEO

Yes

Grace Puma

2022

PepsiCo, Inc.

Former Executive Vice President, Chief Operations Officer

Yes

Derica W. Rice

2020⁽¹⁾

CVS Health Corporation /
CVS Caremark

Former Executive Vice President/Former President

Yes

Dmitri L. Stockton

2018

General Electric Company

Former Senior Vice President & Special Advisor to the Chairman

Yes

(1)	Mr. Rice previously served on our Board from September 2007 to January 2018.

TARGET CORPORATION

2024 Proxy Statement

Back to Contents

Board leadership structure

We do not have a policy on whether the roles of Chair of the Board and CEO should be combined or separated. Instead, the Board prefers to maintain the flexibility to determine which leadership structure best serves the interests of Target and our shareholders based on evolving needs. We currently have a combined Chair of the Board and CEO leadership structure.

Whenever the Chair of the Board and CEO roles are combined, as they are currently, our Bylaws and Corporate Governance Guidelines require that we have a Lead Independent Director position to complement the Chair of the Board’s role and to serve as the principal liaison between the independent directors and the CEO. Our Corporate Governance Guidelines require that both the Chair of the Board and Lead Independent Director be elected annually by the independent directors.

The Board reevaluates its leadership structure at least annually as part of the Board evaluation process described under “Board and Committee evaluations” on page 21. As a result of its most recent evaluation, the Board decided to continue its current Board leadership structure, and the independent directors unanimously re-elected Mr. Cornell to serve as both Chair and CEO and Ms. Lozano to serve as a Lead Independent Director. In particular, this current leadership structure of having a combined Chair of the Board and CEO with a Lead Independent Director meets Target’s current needs and circumstances because it:

•	Enhances strategy development and oversight. Mr. Cornell’s familiarity with Target’s business and his extensive retail industry experience make him most capable of identifying strategic considerations and facilitating Board discussions about the development and oversight of Target’s business strategy, which is a key role of Board leadership.
•	Preserves leadership by independent directors. The Lead Independent Director’s clearly defined role and responsibilities as detailed below, coupled with leadership of each Board Committee by an independent director, ensures that the independent directors have the ability to devote Board attention to any matter they deem appropriate at any time without interference from the CEO.
•	Promotes timely communications and enhances Board efficiency and effectiveness. Mr. Cornell’s day-to-day role in managing our business and implementing strategy provides him with access to the people, information, and resources that allow him to efficiently identify and timely communicate significant business developments and sensitive matters, which is important to effective governance. Ms Lozano’s role as Lead Independent Director supplements that process by relaying feedback from the independent directors.
•	Has functioned effectively. The Board has continued to find the current leadership structure to be effective through its self-evaluation process.

The Board is committed to continuing to seek shareholder feedback on its approach as part of its ongoing shareholder outreach efforts and will continue to reassess its Board leadership structure on a regular basis.

Monica C. Lozano

Robust responsibilities:

• Convene meetings. Has the authority to convene meetings of the Board and executive sessions consisting solely of independent directors at every meeting.

• Preside at certain meetings. Presides at all meetings of the Board at which the Chair of the Board is not present, including executive sessions of independent directors.

• CEO performance review. Oversees the annual performance review of the CEO, with input from the other independent directors.

• Director liaison. Serves as the primary liaison between the CEO and the independent directors.

• Meeting schedules, agendas, and information. Approves meeting schedules, agendas, and the information furnished to the Board to ensure that the Board has adequate time and information for discussion.

• Shareholder engagement. Is expected to engage in consultation and direct communication with major shareholders, as appropriate.

• Independent director expectations. Coordinates with the CEO to establish expectations for independent directors to consistently monitor Target’s operations and those of our competitors.

• Composition and director succession planning. Consults with the Governance & Sustainability Committee regarding Board and Committee composition, Committee Chair selection, the annual performance review of the Board and its Committees, and director succession planning.

Annual election:

Elected annually by
the independent directors.

Service length:

As a guideline, the Lead Independent Director should serve in that capacity for no more than four to six years.

Lead Independent Director

(Since 2021)

TARGET CORPORATION

2024 Proxy Statement