TARGET CORP 8-K

What Happened
Target Corporation announced the results of its 2026 Annual Meeting of Shareholders held on June 10, 2026. Shareholders elected all 12 director nominees to one-year terms and approved an amended and restated Target Corporation 2020 Long-Term Incentive Plan (the "2026 Restatement"), which is attached to the filing as Exhibit 10.27. The company also ratified Ernst & Young LLP as its independent registered public accounting firm for fiscal 2026.

Key Details

• Directors: All 12 nominees were elected. Examples of vote totals: Michael J. Fiddelke 333,039,464 (99.1% for); David P. Abney 327,624,367 (97.5% for); Brian C. Cornell 292,419,953 (87.2% for). Broker non-votes: 55,551,812.
• Long-Term Incentive Plan: 320,173,395 votes in favor (95.0%); 14,595,917 against (4.3%); 2,222,864 abstentions (0.7%).
• Auditor ratification and advisory votes: Ernst & Young ratified 366,896,337 (93.5% for); advisory "say-on-pay" approved 298,234,525 (89.0% for).
• Shareholder proposals failed: proposal to require an independent board chair — 38.1% for; report on pesticides in private‑label brands — 16.9% for; report on reducing plastic microfiber shedding — 18.4% for. Under the SEC’s simple‑majority test for resubmission eligibility the recorded support was ~38.3%, ~17.2%, and ~18.6%, respectively.

Why It Matters
These results confirm the board's makeup for the coming year and give strong shareholder backing to the company’s amended long‑term incentive plan, which could affect executive compensation and equity grant programs. Ratification of the auditor and the favorable advisory vote on executive pay are governance items investors watch for signs of shareholder confidence. The defeat of the three shareholder proposals shows limited investor appetite for the specific governance and sustainability changes proposed at this meeting.