Target (TGT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 11, 2025, with voting on 12 director nominees, ratification of Ernst & Young LLP as auditor, advisory approval of executive compensation, and a shareholder proposal on affirmative action risk reporting.

• Shareholders can vote online, by phone, or mail, with specific deadlines for each method; only holders as of April 14, 2025, are eligible.

• Board recommends voting for all director nominees, for auditor ratification, for executive compensation, and against the shareholder proposal.

Voting matters and shareholder proposals

• Four main items: election of 12 directors, auditor ratification, say-on-pay, and a shareholder proposal on affirmative action risk reporting.

• Board opposes the shareholder proposal, stating it is unnecessary and not an effective use of resources.

• Majority voting standard applies for directors; special meeting threshold set at 10% ownership.

Board of directors and corporate governance

• All directors except the CEO are independent; board committees are composed entirely of independent directors.

• Board leadership structure includes a combined Chair/CEO and a Lead Independent Director, with regular rotation of leadership roles.

• Board and committee evaluations are conducted annually, with regular refreshment and a mandatory retirement age of 75.

• Proxy access allows groups holding 3%+ of shares for 3 years to nominate up to 20% of the board.