Target Spars With Board Nominee Gilson Over Proxy Cards

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Target Spars With Board Nominee Gilson Over Proxy Cards

The battle for control of Target Corp.’s board of directors continued yesterday when one of Pershing Square Capital Management’s rival slate of board nominees, Prof. Ronald J. Gilson, in a letter filed with the Securities and Exchange Commission, referred to possible future SEC changes to the federal proxy rules and proposed the use of a universal proxy card by Target and Pershing Square, which is Target’s third-largest investor.

Target was quick to respond in defense of its own board picks. “We believe Prof. Gilson’s proposal, coming at this stage of the proxy contest, would cause delay and confusion,” the company said. “Shareholders have a clear choice between our independent nominees on our white proxy card and [Pershing Square founder and managing member] Bill Ackman's slate on Pershing Square's gold proxy card. We note, as does Prof. Gilson, that the SEC may be considering a proxy access proposal. Any such proposal should be allowed to proceed on an appropriate timetable allowing for careful review and consideration by the SEC of a number of issues, including whether proxy access should be available to an entity, like Pershing Square, which has initiated its own proxy contest. In the meantime, the current proxy rules provide a framework for the conduct of the proxy voting process that is perfectly adequate for resolving the issues that Pershing Square is raising.”

Ackman 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. Pershing Square has pressed 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.

The election will be held at Target’s annual meeting, which is scheduled for May 28.

The Minneapolis-based company, which operates 1,699 Target stores in 49 states, urged shareholders to use the white proxy card to vote for the re-election of the directors nominated by its board.