Target Asks Shareholders to Support Current 12-Member Board

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Target Asks Shareholders to Support Current 12-Member Board

In the wake of activist hedge fund manager William Ackman of Pershing Square Capital Management’s plan to nominate five new candidates to serve as members of a 13-member board of directors at Target Corp., the Minneapolis-based retailer has issued a statement confirming that its 12-member board slate is the correct size.

“We believe that the current Target board has the strength, diversity, experience and qualifications to provide effective and independent oversight and direction to the company,” noted Target’s statement, which went on to say that its current board “consists of highly qualified directors, all but one of whom are independent. Each member of Target’s board is committed to delivering superior results and serving the best interests of all Target shareholders.”

The statement reiterated Target’s position supporting all four directors up for re-election at this year’s annual meeting to be held May 28, including:

Mary N. Dillon, EVP/Global CMO, McDonald's Corp.
Richard M. Kovacevich, chairman, Wells Fargo & Co.
George W. Tamke, partner, Clayton, Dubilier & Rice, Inc.
Solomon D. Trujillo, CEO, Telstra Corp. Ltd.

Ackman, founder and managing member of Pershing Square -- Target’s third-largest investor, with beneficial ownership of approximately 7.8 percent of its outstanding common stock -- said he made the decision to initiate the proxy fight to control five spots on Target’s board after the retailer’s current directors declined to invite them to join the board.

After pressing for major changes at Target in recent months, such as selling off its credit card operations and spinning off the land under its stores to boost its stock, Pershing Square’s alternative slate of directors includes Ackman; Michael Ashner, chairman/CEO of Winthrop Realty Trust; former grocery industry executive Jim Donald, who was most recently CEO of Starbucks Corp.; Ronald Gilson, professor at Stanford Law School and Columbia Law School, and Richard Vague, former CEO of First USA, Juniper Financial and Barclays Bank Delaware.