Target (TGT) Proxy filing summary

Executive summary

• CEO transition completed with Michael Fiddelke appointed CEO and Brian Cornell moving to Executive Chair, emphasizing leadership continuity and strategic focus on merchandising, guest experience, technology, and community investment.

• Board refreshment included two new independent directors and the planned departure of three directors, supporting a balanced mix of perspectives and skills.

• Four strategic priorities guide growth: merchandising authority, guest experience, technology acceleration, and strengthening team/community ties.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 12 directors, ratification of Ernst & Young LLP as auditor, advisory approval of executive compensation (Say on Pay), approval of the amended 2020 Long-Term Incentive Plan, and three shareholder proposals (independent chair, pesticide report, microfiber shedding report).

• Board recommends voting for all management proposals and against all shareholder proposals.

Board of directors and corporate governance

• Annual director elections with a majority voting standard and director resignation policy for those not re-elected.

• Board composition reflects diversity in tenure, gender, and race/ethnicity, with an average independent director tenure of 7.3 years and age of 65.6.

• Board leadership structure separated CEO and Chair roles in 2026; Lead Independent Director role provides robust independent oversight.

• All committees are composed exclusively of independent directors, with regular rotation of committee assignments and leadership.

• Board and committee evaluations are conducted annually, with feedback used to enhance governance practices.