TGT

Business Context and Reporting Period

This Form 8-K reports on events occurring on June 8, 2011, specifically the 2011 Annual Meeting of Shareholders for Target Corporation. The filing details the election of directors, ratification of auditors, approval of incentive plans, and results of shareholder proposals.

Key Financial Metrics

This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. It is a corporate governance report.

Shareholder Data:

• Shares Outstanding (Record Date April 11, 2011): 689,133,340
• Shares Present at Meeting: 597,048,707 (86.6% of outstanding shares)
• Broker Non-Votes: 71,430,767

Material Changes and Voting Results

The following matters were submitted to a vote of shareholders with the following outcomes:

1. Election of Directors: All 11 nominees were elected for a one-year term. Support ranged from 88.0% (Anne M. Mulcahy) to 98.3% (Solomon D. Trujillo).
2. Ratification of Auditors: Ernst & Young LLP was ratified with 96.6% support.
3. 2011 Long-Term Incentive Plan: Approved with 84.7% support.
4. Say-on-Pay (Executive Compensation): Approved with 92.2% support.
5. Frequency of Say-on-Pay Votes: Shareholders selected a "1 Year" frequency with 90.7% support.
6. Shareholder Proposal on Compensation Benchmarking: Not Approved (29.5% For, 69.2% Against).
7. Shareholder Proposal on Electronics Recycling: Not Approved (24.6% For, 55.2% Against).

Guidance, Outlook, and Management Commentary

The Board of Directors determined to include a non-binding advisory vote on executive compensation at each Annual Meeting of Shareholders until the next required vote on the frequency of such votes. No financial guidance or outlook was provided in this filing.

Important Facts for Investor Verification

• Verify the specific terms of the approved 2011 Long-Term Incentive Plan (incorporated by reference from the April 28, 2011 Proxy Statement).
• Note the significant "Against" vote (12.0%) for director nominee Anne M. Mulcahy compared to other nominees who received over 95% support.
• Confirm the rejection of the shareholder proposal regarding electronics recycling, which received 24.6% support.
• Review the News Release dated June 10, 2011 (Exhibit 99) for any additional context on the meeting outcomes.