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TARGET CORP filed this Form 8-K on 07/31/2014
Entire Document





Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) July 29, 2014


Target Corporation

(Exact name of registrant as specified in its charter)







(State or other jurisdiction of incorporation)


(Commission File Number)


(I.R.S. Employer Identification No.)


1000 Nicollet Mall, Minneapolis, Minnesota 55403

(Address of principal executive offices, including zip code)


(612) 304-6073

(Registrant’s telephone number, including area code)


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:


o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On July 31, 2014 Target Corporation (“Target”) announced that Brian C. Cornell has been appointed to the position of chief executive officer effective August 12, 2014.  Mr. Cornell has also been elected to the Board of Directors of Target and been named chairman of the Board, also effective August 12, 2014.  Prior to joining Target, Mr. Cornell, 55, served as chief executive officer of Pepsico Americas Foods, a division of Pepsico, Inc., from March 2012 until July 2014.   From April 2009 to January 2012 Mr. Cornell served as chief executive officer and president of Sam’s Club, a division of Wal-Mart Stores, Inc., and as an executive vice president of Wal-Mart Stores, Inc.  A copy of Target’s press release announcing this event, which contains additional information on Mr. Cornell’s background, is attached as Exhibit 99 and incorporated herein by reference.


In connection with this appointment, Mr. Cornell will receive an annual base salary of $1,300,000, will be eligible for a pro-rated annual cash incentive under Target’s Officer Short-Term Incentive Plan for fiscal 2014 with a target incentive opportunity of 150% of base salary, and will be granted stock-based awards under Target’s 2011 Long-Term Incentive Plan having a target payout value of $3,750,000.  The stock-based awards will consist of performance share units (75% of grant value) and performance based restricted stock units (25% of grant value), on terms consistent with the awards granted to Target’s other executive officers in January 2014.  The Board has also agreed to grant stock-based awards to Mr. Cornell for fiscal 2015, at the time annual grants are made to executive officers generally, with a target value of $9,000,000, such awards to be on the same terms and in the same form as are made to other executive officers.  Mr. Cornell will be an “at-will” employee of Target, and will have no specified term as chief executive officer.  He will be eligible for benefits under Target’s Officer Income Continuance Policy and other benefits available to executive officers generally.


To compensate Mr. Cornell for incentive awards from his former employer that he will be forfeiting, the Board has agreed to provide Mr. Cornell with a “Make-Whole Equity Grant” and a “Make-Whole Pro-Rata Annual Bonus Payment.”  The Make-Whole Equity Grant will have a value of $19,250,000 less the target value of any incentive awards from his former employer that he is eligible to retain (which has not been determined as of the date of this filing).  The Make-Whole Equity Grant will consist of two components:  (i) 30% will be in the form of restricted stock units that will vest in March 2015; and (ii) 70% will be in the form of performance based restricted stock units that will vest in 1/3 increments in March 2016, 2017 and 2018, respectively, subject to his continued employment through the applicable vesting dates.  Performance based restricted stock units have a variable payout ranging from 75% to 125% of the target value depending on whether Target’s total return to shareholders is in the bottom, middle or top third of its retail peer group.  If Mr. Cornell’s employment is involuntarily terminated without cause before an applicable vesting date, Mr. Cornell will receive 100% of the unvested restricted stock units, and 50% of the unvested performance based restricted stock units.  The Make-Whole Pro-Rata Annual Bonus Payment represents the value of Mr. Cornell’s target annual cash incentive from his former employer ($1,350,000), and will be pro-rated to reflect the number of days since the start of his former employer’s fiscal year to the effective date of his appointment as Target’s chief executive officer.  The Make-Whole Pro-Rata Annual Bonus Payment will be paid by Target at the time payments, if any, are made under Target’s Officer Short-Term Incentive Plan for fiscal 2014, subject to Mr. Cornell’s continued employment with Target through such date.




Item 9.01.  Financial Statements and Exhibits.


(d)                                 Exhibits


(99)                          Target Corporation’s News Release dated July 31, 2014.




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 thereunto duly authorized.








Date: July 31, 2014

/s/Timothy R. Baer


Timothy R. Baer


Executive Vice President, Chief Legal Officer and Corporate Secretary










of Filing



Target Corporation’s News Release dated July 31, 2014.


Filed Electronically



Exhibit 99




Dustee Jenkins, Vice President Public Relations, 612-696-3400

John Hulbert, Sr. Director Investor Relations, 612-761-6627


Target Names Brian Cornell as New Chairman of the Board and CEO to

Lead Company’s Transformation


MINNEAPOLIS (July 31, 2014) — Target Corporation (NYSE: TGT) announced today that its Board of Directors has named seasoned retail and consumer products veteran Brian Cornell as the company’s next chairman of the Board of Directors and chief executive officer, effective August 12. Cornell, 55, joins Target with more than 30 years of experience at some of the nation’s leading retail and consumer product companies. As Target’s new CEO, Cornell’s top priorities will be accelerating the company’s performance and advancing Target’s omnichannel evolution.


Cornell most recently served as the chief executive officer of PepsiCo Americas Foods where he oversaw the company’s global food business, the largest of PepsiCo’s four divisions. He was responsible for a portfolio that included Frito-Lay North America, Quaker Foods and all of PepsiCo’s Latin America food and snack businesses. Before joining PepsiCo in 2012, Cornell served as president and CEO of Sam’s Club, a division of Wal-Mart Stores, Inc. Cornell also held the position of CEO at Michaels Stores, Inc., and prior to that, executive vice president and chief marketing officer for Safeway.


“As we seek to aggressively move Target forward and establish the company as a top omnichannel retailer, we focused on identifying an extraordinary leader who could bring vision, focus and a wealth of experience to Target’s transformation,” said Roxanne S. Austin, interim non-executive chair of the board. “The Board is confident that Brian’s diverse and broad experience in retail and consumer products as well as his passion for leading high performing teams will propel Target forward.”


“I am honored and humbled to join Target as the first CEO hired from outside the company.  I am committed to empowering this talented team to realize its full potential, lead change and strengthen the love guests have for this brand,” said Cornell. “As we create the



Target of tomorrow, I will focus on our current business performance in both the U.S. and Canada and on how we accelerate our omnichannel transformation.”


Cornell earned a Bachelor’s Degree from the University of California Los Angeles (UCLA) and attended the Anderson Graduate School of Management. He currently serves on the Board of Visitors at the Anderson Graduate School of Management, as well as the Board of Directors at Polaris Industries.


About Target


Minneapolis-based Target Corporation (NYSE: TGT) serves guests at 1,925 stores — 1,795 in the United States and 130 in Canada — and at Since 1946, Target has given 5 percent of its profit to communities, that giving equals more than $4 million a week. For more information, visit For a behind-the-scenes look at Target, visit or follow @TargetNews on Twitter.


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