Current Report Filing (8-k)
January 10 2020 - 2:31PM
Edgar (US Regulatory)
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2020-01-05
2020-01-06
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported) January 6, 2020
Target Corporation
(Exact name of registrant
as specified in its charter)
Minnesota
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1-6049
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41-0215170
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1000 Nicollet Mall, Minneapolis, Minnesota 55403
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(Address of principal executive offices, including zip code)
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(612) 304-6073
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(Registrant’s telephone number, including area code)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.0833 per share
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TGT
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New York Stock Exchange
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Indicate by check mark
whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 6, 2020, Roxanne S. Austin informed the Board of
Directors (the “Board”) of Target Corporation (“Target”) of her decision not to stand for re-election at
the end of her current term expiring at the 2020 Annual Meeting of Shareholders in June. Ms. Austin will continue to serve as a
member of the Board and on the Human Resources & Compensation Committee and Risk & Compliance Committee until her current
term on the Board expires.
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On January 8, 2020, Target’s Board amended and restated
Target’s Bylaws (the “Restated Bylaws”) to adopt a 10% ownership threshold for all special meetings called by
shareholders.
The foregoing summary in this Item 5.03 is qualified in its
entirety by reference to the full text of the Restated Bylaws, a copy of which is filed as Exhibit (3)B hereto and incorporated
herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TARGET CORPORATION
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Date: January 10, 2020
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/s/ Don H. Liu
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Don H. Liu
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Executive Vice President and Chief Legal & Risk Officer
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