UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported) March 5, 2018

 

Target Corporation

(Exact name of registrant as specified in its charter)

 

Minnesota

 

1-6049

 

41-0215170

(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company      o

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

 

 


 

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

 

On March 5, 2018 the Board of Directors elected Dmitri L. Stockton as a director of Target Corporation.

 

Mr. Stockton served as Chairman, President & Chief Executive Officer of GE Asset Management Incorporated and Senior Vice President of General Electric Company from May 2011 to December 2016. Most recently he was Senior Vice President and Special Advisor to the Chairman of General Electric Company from July 2016 to March 2017.

 

The Board has appointed Mr. Stockton to the Audit & Finance Committee and the Infrastructure & Investment Committee.

 

Mr. Stockton will receive a one-time grant of RSUs with a $50,000 grant date fair value and the annual compensation we provide to non-employee directors described in our proxy statement.

 

A copy of the News Release describing this change to the Board of Directors is attached as Exhibit (99).

 

Item 9.01                                            Financial Statements and Exhibits

 

(d)                                  Exhibits

 

 

2


 

SIGNATURES

 

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 hereunto duly authorized.

 

 

TARGET CORPORATION

 

 

Date: March 8, 2018

/s/ Don H. Liu

 

Don H. Liu

 

Executive Vice President and Chief Legal & Risk Officer

 

3

Exhibit 99

 

 

FOR IMMEDIATE RELEASE

 

Media Contact: Erin Conroy (612) 761-5928

Investor Contact: John Hulbert (612) 761-6627

 

Dmitri L. Stockton Named to Target Corporation’s Board of Directors

 

MINNEAPOLIS (March 8, 2018) — Target Corporation (NYSE: TGT) today announced its board of directors elected Dmitri L. Stockton, former senior vice president of General Electric Company (NYSE: GE), as a new director, effective March 5, 2018.

 

Mr. Stockton, 53, spent 30 years at GE prior to retiring in March 2017.  During his tenure, he held a series of escalating leadership positions and spent a decade working in France, Switzerland and the United Kingdom. From December 2008 to April 2011, Mr. Stockton served as president and CEO of GE Capital Global Banking, where he was responsible for $5 billion in revenue and approximately 40,000 employees. From May 2011 to December 2016, Mr. Stockton served as chairman, president and CEO of GE Asset Management and led the sale of the business to State Street Global Advisors in July 2016. His most recent role at the company was senior vice president and special advisor to the chairman. Mr. Stockton currently serves on the boards of Deere & Company, American Family Insurance and Ryder System, Inc., as well as the Georgetown University Board of Regents.

 

“ Dmitri will be a welcome addition to Target’s board. His impressive career includes three decades of leading complex global businesses and teams of tens of thousands through times of transition and industry disruption. That experience, coupled with his track record of consistently growing revenue and profitability while increasing operational performance, offers an important perspective to Target as we accelerate our strategic progress in 2018 and beyond,” said Brian Cornell, chairman and CEO of Target.

 

About Target

 

Minneapolis-based Target Corporation (NYSE: TGT) serves guests at 1,826 stores and at Target.com. Since 1946, Target has given 5 percent of its profit to communities, which today equals millions of dollars a week. For more information, visit Target.com/Pressroom. For a behind-the-scenes look at Target, visit Target.com/abullseyeview or follow @TargetNews on Twitter.

 

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