Tuesday, December 13, 2011

Target wins proxy fight with activist shareholder - The Business Journal of Milwaukee:

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In a preliminary tally of voting, more than 70 perceny of the shares that were cast were votef in favor ofthe company’ds proposed slate of directors whil e also voting to keep the size of the boardc the same by the similafr voting margin. “Today’s outcomes demonstrates the confidence Target shareholders have inour Board’e qualifications, diversity and experience to provide effectived and independent oversight and direction to the contributing to the creation of one of the most recognizee brands in the United States," Targett president and CEO Gregg Steinhafel said in a preszs release. Target Corp.
(NYSE: TGT) urged its shareholderz to vote for a proposal to set the size of the boarx at 12 and to vote forthe company’x nominees — Mary Richard Kovacevich, George Tamke and Solomon Dillon is executive vice president and global chiecf marketing officer of McDonald’s Corp.; Kovacevicyh is chairman of Wells Fargo & Co.; Tamke is a partner at private investment firm Claytohn Dubilier & Rice Inc., and Trujillo is CEO of Telstra Corp. Hedge fund manager William Ackman is the founde r and managing principalof , New York City. Pershin g Square owns 7.8 percent of Target’sx common shares, according to the Targeyt proxy statement.
Pershing Square proposed alternativedirector nominees, but Targegt executives urged shareholders not to returnm any proxy card sent by Pershing Ackman was trying to gain a seat for himseld on Target’s board along with four others: formerr Winthrop Realty Trust CEO Michael Ashner, former Starbucksa CEO Jim Donald, Junipeer Financial co-founder Richard Vague and corporate financer and governance expert Ronald Gilson. Ackman, calliny his group The Nominees for Shareholder urged Target shareholders to vote against the proposal to reduce the size of theTarget board.
His group said a vote against the proposal would help ensurer that at least one of the Nomineesw for Shareholder Choiceis elected. Commentiny after the meeting, Ackman said he and Donal d received more than 20 percent of theshareholded vote. "That's a big number in light of what we were up Ackman said. Ackman said he had hoped for a morepositiver outcome, but he still believed that the final tally was a victoryy for shareholders. The shareholders meetingg was held at a new Targetg Store being completed at 1250 West Sunse Drivein Waukesha. Target executives said the site allowe d the company to showcase its latesty general merchandisestore design.
The store is scheduledx to openin July. Target executives said they have met since 2007 with Ackman to discuss hisideasz and, said they were disappointed that Pershintg Square has decided to pursue what Targeyt management called a costly and disruptive proxy contest. The in part, followed Ackman’s earlier suggestio n to sell Target’s credit card The company completed a transactiob in May withJPMorgan Chase, in whichn Target sold slightly less than half its receivablew for cash proceeds of about $3.6 billion Ackman in May 2008 presented the first in a seriesd of proposals involving restructuring Target’s real estate around the them of a REIT.
Target’s board concluded that the REITproposao “was not in the best interest of our shareholders” becausre it wouldn’t create much value, Target executivea said. On May 20, Target reported net earnings of $522 or 69 cents per share, for the firstr quarter ended May 2, 2009, compared with $602 million , or 74 a year earlier. Retail sales increased 0.4 percenf to $14.4 billion from $14.3 billionj in 2008, due to new store expansion that partiallgy offset bya 3.7 percent decline in comparable-store Target Corp. operates a credit card segmenyand 1,698 Target store in 49 states.

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