Target disagrees with board nominee's idea to use universal proxy card

By Lisa Kerner

Charlotte, N.C., April 21 - Target Corp. said it believes shareholders "clearly understand the choice" between the company's independent directors and Pershing Square Capital Management, LP's slate of nominees put forth for election at the 2009 annual meeting on May 28.

Pershing nominee professor Ronald J. Gilson proposed the use of a universal proxy card by Target and Pershing in a Tuesday letter to the company.

"We believe professor Gilson's proposal, coming at this stage of the proxy contest, would cause delay and confusion," Target said in a news release.

Target acknowledged that the Securities and Exchange Commission may be suggesting a proxy access proposal.

"Any such proposal should be allowed to proceed on an appropriate timetable allowing for careful review and consideration by the SEC of a number of issues, including whether proxy access should be available to an entity, like Pershing Square, which has initiated its own proxy contest," Target said.

According to Gilson, a Stanford Law School professor, "Target and Pershing Square now have the opportunity to proactively provide good corporate governance to the Target shareholders by making it convenient for them to make a choice in what, in the end, is their election."

"There is simply no excuse to deny shareholders the benefit of the use of a universal proxy card," Gilson said in his letter.

Opposing slates

In March, Pershing Square announced it planned to nominate for election to Target's board, in addition to Gilson:

• William A. Ackman, founder and managing member of the general partner of Pershing Square;

• Michael L. Ashner, chairman and chief executive officer of Winthrop Realty Trust;

• James L. Donald, private investor and former CEO of Starbucks Corp.; and

• Richard W. Vague; co-founder and CEO of Energy Plus Holdings LLC, an independent energy service company.

Target, a Minneapolis-based retailer, announced it will nominate for re-election all four of the current directors whose terms expire at the 2009 annual meeting:

• Mary N. Dillon, executive vice president and global chief marketing officer of McDonald's Corp.;

• Richard M. Kovacevich, chairman at Wells Fargo & Co.;

• George W. Tamke, partner at Clayton, Dubilier & Rice, Inc.; and

• Solomon D. Trujillo, CEO of Telstra Corp. Ltd.

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