All Target Directors Elected to Board Despite Some Opposition

By Paul Ziobro

Target Corp. shareholders approved all 10 nominees to the company's board, shrugging off calls from a prominent advisory firm to throw out a majority of the candidates for their handling of last year's data breach.

Target's interim chairman, Roxanne Austin, said Wednesday at the company's annual meeting that all nominees won a majority of the vote. Shareholders also supported the company in an advisory vote on executive pay. All three shareholder proposals, including one calling for an independent chairman, failed.

The tallies of the votes weren't immediately available.

Target faced stiff criticism ahead of the annual meeting. Institutional Shareholder Services Inc., which advises large shareholders how to vote on corporate ballots, recommended that shareholders vote out seven of the 10 directors for failing to manage risks and protect the company from the massive data breach that hit the retailer during the holiday shopping season.

It was an unusual recommendation from ISS, which only rarely calls for overthrowing a majority of company's board nominees. But the firm argued that the members targeted for defeat, who sit on the audit and corporate responsibility committees, "set the stage for the data breach" by inadequately managing the risks.

Another proxy advisory firm, Glass, Lewis & Co., said there wasn't enough information yet about the data breach to draw conclusions about board responsibility, but did recommend that shareholders vote out Target's two longest serving board members, former Xerox Corp. Chief Executive Anne Mulcahy and former head of Fannie Mae James Johnson, primarily for their track record on other corporate boards.

The retailer also raised its quarterly dividend by 21% to 52 cents a share. The boost brings the dividend yield for the company, whose stock has declined 9.5% this year, to about 3.7%.

Write to Paul Ziobro at

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