Target (TGT) to Let Shareholders Vote on Size of Board

April 1, 2009 5:27 PM EDT

Target (NYSE: TGT) has responded to a letter sent by Bill Ackman earlier this week.

Target said "Mr. Ackman also suggested that Pershing Square and Target resolve the size of our board through arbitration. We firmly believe that Target’s Board consists of 12 members, but since Pershing Square has raised this issue, we believe that allowing our shareholders to vote to determine the size of our Board is the most cost-effective and equitable resolution. This choice is consistent with our longstanding commitment to strong corporate governance and active shareholder engagement."

Below is the proxy in its entirety:

On March 16, Pershing Square, a New York hedge fund led by Bill Ackman, announced plans to nominate five individuals for election to our Board of Directors, which our Board does not support.

In a subsequent letter to Gregg Steinhafel, Mr. Ackman explained his belief that Target’s Board is made up of 13 directors. In his view, Bob Ulrich’s retirement at the end of January created a vacant seat on the Board, not a reduction in the size of the Board from 13 to 12.

We maintain that, following Bob Ulrich’s retirement, the size of our Board is 12 and the Nominating Committee of our Board has nominated all four of the incumbent directors (Mary N. Dillon, Executive Vice President and Global Marketing Officer, McDonald’s Corporation; Richard M. Kovacevich, Chairman, Wells Fargo & Company; George W. Tamke, Partner, Clayton, Dubilier & Rice, Inc.; and Solomon D. Trujillo, Chief Executive Officer, Telstra Corp. Ltd.) whose terms expire this year.

Mr. Ackman also suggested that Pershing Square and Target resolve the size of our board through arbitration. We firmly believe that Target’s Board consists of 12 members, but since Pershing Square has raised this issue, we believe that allowing our shareholders to vote to determine the size of our Board is the most cost-effective and equitable resolution. This choice is consistent with our longstanding commitment to strong corporate governance and active shareholder engagement.

We strongly encourage all Target team members to contribute individually by remaining focused on executing our strategy and driving our business forward.

Together, we will continue to consistently deliver on our “Expect More. Pay Less.” promise to our guests and fuel the profitable growth that will generate long-term value for our shareholders.

Any media inquiries on this or any other topic should be redirected to the Target Communications team (612.696.3400 or target.communications@target.com).

We will continue to provide updates on this topic in the coming weeks, as appropriate.

Related Categories

Corporate News

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Related Entities

• William Ackman
• Pershing Square Capital
• Hedge Funds

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