Target shareholder group continues to seek support for board nominees

By Lisa Kerner

Charlotte, N.C., May 18 - The Nominees for Shareholder Choice, a group led by Pershing Square Capital Management, LP, said it sent a booklet to Target Corp. shareholders comparing its director nominees to the nominees put forth by Target for election at the annual meeting on May 28.

Target shareholders were also urged by the group to vote against Target's proposal to "determine" that its size is 12 and to vote for the election of Jim Donald, Richard Vague, Michael Ashner, Ron Gilson and Bill Ackman.

"Our goal in proposing five independent directors at the annual meeting is to bring fresh perspectives and relevant experience to the board of directors to help make Target a stronger, more profitable, and more valuable company," Ackman said in a letter to Target shareholders on Monday.

Ackman said the shareholder group's campaign is not "for the ouster of executives" or to push "a hasty, predetermined plan of action."

"Our concerns principally relate to the composition and governance practices of the incumbent board," Ackman said.

Ackman was critical of Target's failure to execute a credit-risk transfer transaction and the board's unwillingness "to explore any alternatives to unlock real estate value."

Proxy firms weigh in

As previously reported, Proxy Governance, Inc. recommended that Target shareholders vote on Pershing Square's proxy card to elect Donald and Ashner to the board of directors.

Donald is a private investor and former chief executive officer of Starbucks Corp.

Ashner is chairman and CEO of Winthrop Realty Trust.

Another proxy advisory firm, Egan-Jones, recommended that Target shareholders withhold votes from two of Target's nominees, Richard M. Kovacevich and George W. Tamke.

Kovacevich is chairman at Wells Fargo & Co., and Tamke is partner at Clayton, Dubilier & Rice, Inc.

As reported on Thursday, Target president and CEO Gregg Steinhafel asked shareholders to vote for Kovacevich, Tamke, Mary N. Dillon and Solomon D. Trujillo.

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