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, 2010

 

 

Target Corporation

(Exact name of registrant as specified in its charter)

 

 

 

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))

 

 

 

Item 5.07               Submission of Matters to a Vote of Shareholders

 

The annual meeting of the shareholders of the Corporation was held on June 9, 2010.  The following items were voted on by shareholders:

 

1.             The shareholders elected each of the four nominees for a one-year term by a majority of the votes cast:

 

Nominee		For		Against		Abstain		Broker Non-Votes
Calvin Darden		576,337,949		29,138,427		1,184,747		56,613,947
Anne M. Mulcahy		516,634,310		88,788,334		1,238,479		56,613,947
Stephen W. Sanger		542,375,895		63,349,677		935,551		56,613,947
Gregg W. Steinhafel		587,320,518		18,273,753		1,066,852		56,613,947

 

2.             The shareholders ratified the appointment of Ernst & Young LLP as the Independent Registered Accounting Firm:

 

For		558,531,117
Against		98,870,384
Abstain		5,873,569
Total Shares Present and Entitled to Vote		663,275,070

 

3.             The shareholders approved an amendment to our Restated Articles of Incorporation relating to our Board of Directors, including to provide for annual election of directors:

 

For		654,565,384
Against		3,896,156
Abstain		4,813,530
Total Shares Present and Entitled to Vote		663,275,070

 

4.             The shareholders approved an amendment to our Restated Articles of Incorporation to eliminate supermajority voting requirements for certain business combinations:

 

For		652,029,856
Against		6,169,243
Abstain		5,075,971
Total Shares Present and Entitled to Vote		663,275,070

 

5.             The shareholders approved the amendment and restatement of our Restated Articles of Incorporation:

 

For		653,714,545
Against		3,639,295
Abstain		5,921,230
Total Shares Present and Entitled to Vote		663,275,070

 

 

6.             The shareholders did not approve a shareholder proposal regarding an annual advisory vote on executive compensation:

 

For		299,931,300
Against		276,749,314
Abstain		29,980,509
Total Shares Present and Entitled to Vote		606,661,123
Broker Non-Votes		56,613,947

 

Item 9.01               Financial Statements and Exhibits

 

(d)           Exhibits

 

(3)A        Amended and Restated Articles of Incorporation (as amended through June 9, 2010).

 

(99)         Target Corporation’s News Release dated June 10, 2010 relating to the Annual Meeting of Shareholders.

 

 

SIGNATURE

 

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 thereunto duly authorized.

 

	TARGET CORPORATION
Date: June 10, 2010	/s/ Timothy R. Baer
	Timothy R. Baer
	Executive Vice President, General Counsel
	and Corporate Secretary

 

 

EXHIBIT INDEX

 

Exhibit		Description		Method of Filing
(3)A		Amended and Restated Articles of Incorporation (as amended through June 9, 2010)		Filed Electronically
(99)		Target Corporation’s News Release dated June 10, 2010 relating to the Annual Meeting of Shareholders.		Filed Electronically