Shareholders request that the Board of Directors take the necessary steps to permit written consent by shareholders entitled to cast the minimum number of votes that would be required to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting, without any unnecessary restrictions based on the length of stock ownership or the method by which shareholders hold their shares. This includes the ability of shareholders to initiate any appropriate topic for written consent. It also includes an associated record date that allows the lowest allowable percentage of shares. Written consent should not include a solicitation clause mandating that a certain percentage of shares be solicited unless legally required. Shareholders acting by written consent and calling for a special shareholder meeting are two mechanisms shareholders can use to put forward a proposal on a timely basis without waiting for the annual shareholder meeting. A shareholder right to act by written consent could incentivize Target Corporation (TGT) directors to be more vigilant and more alert to potential future headwinds, such as those that emerged in 2025. Target’s stock reached a high in 2025 but declined by more than 34 percent by mid November, wiping out billions in shareholder value. The stock price fell to a 52 week low of $83.44. This performance reflects shareholder concerns regarding the company’s strategic direction and the challenging economic environment. Target experienced declining sales and missed analyst expectations across multiple quarters throughout 2025. The company reported a 3.8 percent decline in comparable sales in the third quarter and expected a low single digit sales decline for the full year. Target also repeatedly cut its full year adjusted earnings per share (EPS) forecast, signaling persistent challenges and continued economic uncertainty. Ongoing strategic disruption occurred as Chief Executive Officer Brian Cornell prepared to transition into an Executive Chair role in February 2026, with Chief Operating Officer Michael Fiddelke named as incoming Chief Executive Officer, increasing uncertainty about the company’s future direction. Target faced intense competition, particularly from Walmart, and struggled as inflation strained consumers shifted spending away from discretionary categories—such as apparel and home goods, which are traditionally Target’s strengths—toward essentials and value items. The company also experienced growing consumer backlash, including boycotts, following its rollback of workplace equality initiatives. In addition to its financial challenges, Target issued a series of product recalls in 2025 due to issues such as undeclared allergens and injury hazards in items including teething sticks, car seats, and food products.