TARGET CORPORATION | Policy requiring the Board Chair to be an independent director at TARGET CORPORATION

Status
Filed
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
TGT
Lead filer
The Accountability Board
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Independent board
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
Shareholders ask the Board to adopt a policy, and amend the governance documents as necessary, to require the Board Chair too be an independent director. The policy may provide that if a Chair ceases to be independent, the Board shall replace the Chair with a new, independent, Chair; that compliance with this policy is waived if no independent director is available and willing to serve as Chair; and that the policy shall apply prospectively so as not to violate any contractual obligation existing at its adoption.
Supporting statement
DEAR FELLOW SHAREHOLDERS:With sustained challenges in both performance and reputation, it’s a tough time for Target—to put it mildly. Sales growth has been inconsistent, there have been declines in foot traffic, and controversies abound. As an August 2025 New York Times article observed, “Target’s stock has lost more than a fifth of its value over the past two years, while Walmart’s has nearly doubled in price.”Target’s problems are also illustrated in the following data, drawn from its fiscal 2025 10-K.The need for stronger independent Board leadership has been painfully clear. Nevertheless, Target announced last summer that although Brian Cornell would resign as CEO, he’d remain a company executive and continue Chairing the Board in that capacity.This eroded confidence in Target even more. Some analysts were surprised by the move (although we note that two-thirds of Target’s Board have held executive Chair positions elsewhere). And investors reacted negatively to the news that the individual who oversaw Target’s operations during its recent struggles was promoted to CEO—with continued oversight by the previous CEO, now positioned as Executive Board Chair.Shareholders now have an opportunity to strengthen Target’s governance with a policy framework that ensures independent, non-executive Board leadership.Target often points to its Lead Independent Director as a counterbalance to having an executive Chair. But given the company’s ongoing underperformance (and other significant challenges), this structure clearly hasn’t proven sufficient to protect shareholder interests. Looking ahead, we believe a different approach is warranted.This proposal’s adoption would be a crucial step toward establishing a firewall of independent leadership that ensures the Chair is positioned to oversee management and represent shareholder interests free from executive entanglements. It would strengthen the Board’s ability to challenge assumptions, protect against excessive risk, ensure that long-term strategy and governance aren’t weakened by an overriding insider’s perspective, and provide a foundational governance structure on which to build the company’s future. Thank you.

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