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Get filing alertsTarget shareholders approve equity plan, elect all directors; CEO Cornell draws 12.8% opposition
Filed June 12, 2026 · Period ending June 10, 2026 · ~1 min read
Key Changes
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medium
CEO Brian Cornell re-elected with 87.2% support, the lowest among 12 directors; 12.8% opposition reflects some shareholder concern though still a comfortable majority.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Shareholders approved Amended and Restated 2020 Long-Term Incentive Plan with 95.0% support, authorizing continued equity compensation for executives and employees.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
medium
Say-on-pay passed with 89.0% support; 11.0% opposition is within normal range for executive compensation votes at large retailers.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Independent Board Chair proposal received 38.1% support but failed; pesticide reporting (16.9%) and microfiber shedding (18.4%) proposals also rejected.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Ernst & Young ratified as auditor with 93.5% support, a routine outcome.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Target's 2026 annual meeting produced routine governance outcomes with one notable data point: CEO Brian Cornell's re-election drew 12.8% opposition, the highest among all twelve directors. While 87.2% support remains a comfortable majority, the elevated opposition suggests some shareholder concern about leadership, though not at levels that typically trigger board action.
All other directors received 88.5% or higher support. Shareholders approved the company's equity compensation framework with strong support (95.0% for the amended incentive plan, 89.0% for say-on-pay), authorizing continued stock-based awards for executives and employees.
Three shareholder proposals on governance and environmental matters failed, with the independent Board Chair proposal drawing the most support at 38.1%—well short of majority but reflecting ongoing investor interest in separating the Chair and CEO roles. The auditor ratification passed with typical support at 93.5%. Overall, a standard annual meeting with no material governance disruptions.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 10, 2026, Target Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). at which the Company’s shareholders approved the Amended and Restated Target Corporation 2020 Long-Term Incentive Plan (the “2026 Restatement”).
Target's shareholders approved an amended and restated version of the company's 2020 Long-Term Incentive Plan at the annual meeting. This plan governs equity-based compensation for executives and employees. The filing does not disclose vote tallies, the specific changes made to the plan, or the number of shares authorized under the restatement.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Target's 2026 annual meeting: shareholders elected all 12 directors, ratified auditor, approved executive pay and equity plan; rejected 3 shareholder proposals.
Added in current filing · view on EDGAR → · paraphrased
David P. Abney 327,624,367 97.5 8,496,692 2.5 871,117 55,551,812
George S. Barrett 302,029,550 89.9 34,062,789 10.1 899,837 55,551,812
Gail K. Boudreaux 325,913,152 97.0 10,068,744 3.0 1,010,280 55,551,812
Stephen B. Bratspies 330,492,945 98.3 5,661,291 1.7 837,940 55,551,812
Brian C. Cornell 292,419,953 87.2 43,104,768 12.8 1,467,455 55,551,812
Robert L. Edwards 326,841,941 97.2 9,295,589 2.8 854,646 55,551,812
Michael J. Fiddelke 333,039,464 99.1 3,038,231 0.9 914,481 55,551,812
John R. Hoke III 332,129,244 98.8 4,015,335 1.2 847,597 55,551,812
Christine A. Leahy 297,685,712 88.5 38,569,015 11.5 737,449 55,551,812
Monica C. Lozano 319,957,287 95.2 16,084,623 4.8 950,266 55,551,812
Derica W. Rice 324,581,603 96.5 11,603,952 3.5 806,621 55,551,812
Dmitri L. Stockton 320,705,042 95.5 15,285,485 4.5 1,001,649 55,551,812
All twelve director nominees were elected for one-year terms. Support ranged from 87.2% to 99.1% of votes cast. CEO Brian Cornell received the lowest support at 87.2% (12.8% opposition), while CFO Michael Fiddelke received the highest at 99.1%.
Show 1 minor / wording change
Added in current filing · view on EDGAR → · paraphrased
For: Shares 366,896,337 % 93.5 Against: Shares 24,917,538 % 6.3 Abstain: Shares 730,113 % 0.2
Shareholders ratified Ernst & Young LLP as the independent auditor for fiscal 2026 with 93.5% support.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify