UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

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Soliciting Material Pursuant to §240.14a-12

 

Target Corporation

(Name of Registrant as Specified In Its Charter)

 

 

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On May 19, 2009, Target Corporation posted the following text and links on a page on its web site:

 

NEW 5/19/09: Glass Lewis Recommends Shareholders Vote “For” All Four of Target’s Director Nominees on White Proxy Card

 

Target Corporation welcomed the recommendation from leading independent proxy advisory firm, Glass Lewis & Co., that shareholders vote for all four of Target’s nominees — Mary N. Dillon, Richard M. Kovacevich, George W. Tamke, and Solomon D. Trujillo — and for the proposal to set the size of the Board at 12 on the WHITE proxy card. Target is very disappointed with RiskMetrics’ flawed recommendation, which Target believes does not adhere to RiskMetrics’ own previously articulated framework for analyzing proxy fights.

 

[Link to news release filed on May 19, 2009]

 

NEW 5/19/09: Open Letter to Shareholders

 

In an open letter to shareholders, Gregg Steinhafel, chairman, president and chief executive officer of Target Corporation, states, “Target’s Board includes a diverse group of leaders, including six new members since 2002, who have been selected in a careful process designed to support the long-term growth of the company. Any attempt to try to separate the Target Board from the continuing success of Target is simply not credible.”

 

[Link to letter filed on May 19, 2009]

 

NEW 5/19/09: Corporate Governance Expert Supports Target

 

“Pershing Square’s agenda at Target is a classic instance of misdirected activism. In Target, Pershing has not targeted an underperforming company. Instead, it’s targeted one of the best companies in America,” states former Harvard professor and corporate governance expert John Pound in a letter to Gregg Steinhafel, chairman, president and chief executive officer of Target Corporation.

 

[Link to letter filed on May 19, 2009]

 

NEW 5/18/09: Largest REIT in North America Supports Target

 

“We have been following the ongoing discussions between Target and Pershing Square. We believe your approach to your real estate portfolio is the correct one,” states Richard S. Sokolov, president and chief operating officer, Simon Property Group, Inc., in a letter to Gregg Steinhafel, chairman, president and chief executive officer of Target Corporation.

 

[Link to letter filed on May 18, 2009]