DFAN14A
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. )
Filed by the
Registrant o
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o Preliminary
Proxy Statement
o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
o Definitive
Proxy Statement
þ Definitive
Additional Materials
o Soliciting
Material Pursuant to
§ 240.14a-12
Target Corporation
(Name of Registrant as Specified In
Its Charter)
Pershing
Square, L.P.
Pershing Square II, L.P.
Pershing Square IV Trade-Co, L.P.
Pershing Square IV-I Trade-Co, L.P.
Pershing Square International, Ltd.
Pershing Square International IV Trade-Co, Ltd.
Pershing Square International IV-I, Ltd.
Pershing Square Capital Management, L.P.
PS Management GP, LLC
Pershing Square GP, LLC
Pershing Square Holdings GP, LLC
William A. Ackman
Michael L. Ashner
James L. Donald
Ronald J. Gilson
Richard W. Vague
Ali Namvar
Roy J. Katzovicz
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act
Rule 14a-6(i)(4)
and 0-11.
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Check box if any part of the fee is offset as provided by
Exchange Act
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statement number, or the Form or Schedule and the date of its
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Form, Schedule or Registration Statement No.:
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FOR IMMEDIATE RELEASE
The Nominees For Shareholder Choice Issue a Public Letter to
Target Corporation Shareholders
NEW YORK, May 13 – The Nominees for Shareholder Choice today sent a letter to shareholders of
Target Corporation (NYSE: TGT) in connection with Target’s upcoming Annual Meeting of Shareholders.
The full text of the letter follows:
The Nominees for Shareholder Choice
c/o Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, NY 10019
Questions for Target’s Board in connection with
the Election of Directors at the 2009 Annual Meeting of Shareholders
The Nominees for Shareholder Choice urge shareholders of Target Corporation to ask the board of
directors of Target the following questions in connection with the company’s upcoming Annual
Meeting of Shareholders, which is scheduled to be held on May 28, 2009. We believe that the
board’s answers to these questions will assist shareholders in deciding how to vote their shares at
the Annual Meeting. Target’s Investor Relations department can be reached by telephone at (612)
761-6742 and by email at investorrelations@target.com.
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Misleading Shareholders – Moving the Target: Target’s board has acknowledged that
Pershing Square has consistently supported Target’s executive management team. We have not
changed our view. Yet, the board has not acknowledged that Pershing Square holds Target’s
incumbent directors accountable for the company’s underperformance. |
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Does Target’s board deny its accountability for the company’s strategic missteps in its
credit card business and its failure to fully explore strategic alternatives for its real
estate assets? Why is the board attempting to mislead shareholders by confusing its record
with Pershing Square’s support for Target’s management team? |
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Denying Fresh Perspectives: Target has publicly stated that it does not believe that
any of the Nominees for Shareholder Choice would “add value to the board.” We note that the
Nominees for Shareholder Choice are highly qualified and experienced and, if elected, they
would bring senior operating experience that is directly relevant to Target’s core businesses
and assets, as well as corporate governance expertise and a shareholder perspective. |
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Why does Target think that the Nominees for Shareholder Choice would bring “no value”
to the board? What is the downside of electing some or all of the Nominees for Shareholder
Choice?
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Circling the Wagons: As recently as January of this year, Target had 13 members on
its board, but now the company is seeking a shareholder vote to “determine” that the size of
the board is 12. |
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Why would Target rather shrink the board than let shareholders choose one of the
Nominees for Shareholder Choice to join the board? |
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Cozy Relationships: The chair of Target’s nominating committee, Stephen Sanger,
serves as a director and a member of the compensation committee of the board of Wells Fargo &
Co. Mr. Sanger received over $1.25 million in fees and equity-based compensation from Wells
Fargo over the past five years. Target’s nominating committee nominated Richard Kovacevich,
an incumbent Target director and the Chair of the Wells Fargo board, for re-election at the
upcoming annual meeting. |
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Did Mr. Sanger recuse himself from the consideration of Mr. Kovacevich’s nomination in light
this apparent conflict? |
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Corporate Governance – Missing the Target: Target prides itself on having
best-in-class governance principles. Incumbent nominee, Solomon Trujillo, the CEO of an
Australian telecommunications company, has been on the Target board for 15 years. Some time
after the company’s 2006 annual meeting, Target changed its corporate governance guidelines to
extend its board member term limit from 15 years to 20 years. Mr. Trujillo appears to be the
only incumbent director to benefit from this degradation of Target’s corporate governance
principles. |
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Is the continued service of an Australian Telecom CEO worth compromising Target’s governance
principles? Is it in the best interest of shareholders to have the same director for 20
years? How does Mr. Trujillo’s expertise add more value to Target than that of any
of the Nominees for Shareholder Choice who have deep expertise in retail, credit cards, real
estate, shareholder value and corporate governance? |
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Rejecting Choice – One Proxy Card for All Nominees: Ron Gilson, a leading corporate
governance expert and one of the Nominees for Shareholder Choice, has urged the use of a
universal proxy card and requested (twice) that Target and the incumbent nominees consent to
be named on a single card, at Pershing Square’s expense. Shareholders should be able to
conveniently choose the best candidates from both slates without having to attend the Annual
Meeting in person. Target rejected a universal proxy card and ignored repeated requests to
name all nominees on a single proxy card. |
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Why is Target’s board limiting shareholder choice? Why has Target’s board ignored repeated
requests to name all nominees on one proxy card? |
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Refusing Shareholder Board Representation: Pershing Square is the third largest
beneficial owner of Target shares. Based on recent market prices, this stake includes
approximately $1 billion in shares of common stock (3.3% of the company) and $280 million in
stock options (4.5% of the company – until these options are exercised, the stock underlying
these options cannot be voted). Pershing Square is Target’s fourth largest
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shareholder based on its common stock holdings alone. In contrast, Target’s independent
directors own less than 0.1% of the company in the aggregate. |
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Why should a large, long-term shareholder be denied any representation on a board when the
incumbent independent directors have little “skin in the game”? |
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Lack of Ownership Culture Fostered by Poor Governance: In the past five years prior
to the day Pershing Square announced the candidacies of the Nominees for Shareholder Choice,
Target’s directors and executive management purchased approximately $4 million of shares, but
sold shares worth approximately $429 million during the same period. |
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Why would the compensation plans approved by the Target board allow directors and executive
management to sell $429 million of Target stock over a five-year period? |
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Failed Nominating Process: Target describes the selection of the Nominees for
Shareholder Choice as “hasty and last-minute.” This allegation comes after Target refused to
meet or interview two Nominees for Shareholder Choice – Michael Ashner, a seasoned real estate
investor and owner-manager, and Richard Vague, a former credit card industry CEO who
successfully built and sold two highly successful credit card companies. |
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Why did the Target board refuse to appropriately consider Messrs. Ashner and Vague?
Regardless of which process the board used to identify its nominees, how is it that the board
concluded that only the incumbent nominees fit the bill? |
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Failed Assessment of Strategic Alternatives: When assessing strategic transactions
for its credit card business, Target’s board elected to retain the credit risks associated
with the credit card business, despite repeated requests by Pershing Square to reduce credit
and funding risk. We believe that as a result of this ill-advised decision, Target’s
credit card operating profits fell by 65% in 2008. In our view, this has been a major
contributing factor to the 51% decline in Target’s stock price from the beginning of the
fourth quarter of 2007 to the date immediately prior to the announcement of the Nominees for
Shareholder Choice for the upcoming election. |
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Why did the Target board wait until prodding by Pershing Square to mitigate funding risk in
its credit card portfolio? Why did the board ignore Pershing Square’s repeated requests to
transfer credit risk to a partnering financial institution? Why should shareholders not hold
incumbent nominee Mr. Kovacevich, the board’s self-described “credit card” expert, accountable
for this destruction of shareholder value? |
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With respect to its real estate assets, Target owns over 200 million square feet of retail
real estate and over 35 million square feet of distribution facilities, which we believe to be
worth approximately $40 billion. Target’s enterprise value is approximately $49 billion,
implying that the retail business, excluding the value of the real estate and the credit card
assets, is worth practically nothing. Clearly, that is not the case. Despite this stock
market mispricing, the board has decided not to explore alternatives to unlock real estate
value for shareholders. |
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Why has the board refused to explore alternatives to unlock value in the company’s real estate
portfolio? |
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Lack of Focus: Another incumbent nominee, George Tamke, is a partner at the private
investment firm Clayton, Dubilier & Rice, Inc. (CDR). Mr. Tamke is a director of three of
CDR’s portfolio companies and the chairman of two of these companies. Three other incumbent
directors serve on the boards of major financial institutions that clearly need more time and
focus, including Citigroup, Goldman Sachs and Wells Fargo. |
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Does Mr. Tamke have sufficient time to devote to his service as a director of Target, which is
also under strain in the current economic environment? Is Mr. Tamke better qualified than any
of the Nominees for Shareholder Choice? Will the other incumbent directors dedicate as much
or more time to Target as to their challenged financial institutions? |
Vote Now – Vote Today
The date of Target’s Annual Meeting is fast approaching. We urge Target shareholders to submit
their proxies as soon as possible so that their votes are counted. For more information please
visit www.TGTtownhall.com.
# # #
Additional Information
In connection with Target’s 2009 Annual Meeting of Shareholders, Pershing Square Capital
Management, L.P. and certain of its affiliates (collectively, “Pershing Square”) have filed a
definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”)
containing information about the solicitation of proxies for use at the 2009 Annual Meeting of
Shareholders of Target Corporation. The definitive proxy statement and the GOLD proxy card were
first disseminated to shareholders of Target Corporation on or about May 2, 2009.
SHAREHOLDERS OF TARGET ARE URGED TO READ THE PROXY STATEMENT CAREFULLY BECAUSE IT CONTAINS
IMPORTANT INFORMATION. The definitive proxy statement and other relevant documents relating to the
solicitation of proxies by Pershing Square are available at no charge on the SEC’s website at
http://www.sec.gov. Shareholders can also obtain free copies of the definitive proxy
statement and other relevant documents at www.TGTtownhall.com or by calling Pershing
Square’s proxy solicitor, D. F. King & Co., Inc., at 1 (800) 290-6427.
Pershing Square and certain of its members and employees and Michael L. Ashner, James L. Donald,
Ronald J. Gilson and Richard W. Vague (collectively, the “Participants”) are deemed to be
participants in the solicitation of proxies with respect to Pershing Square’s nominees. Detailed
information regarding the names, affiliations and interests of the Participants, including by
security ownership or otherwise, is available in Pershing Square’s definitive proxy statement.
Cautionary Statement Regarding Forward-Looking Statements
This letter contains forward-looking statements. All statements contained in this letter that are
not clearly historical in nature or that necessarily depend on future events are forward-looking,
and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are
generally intended to identify forward-looking statements. These statements are based on current
expectations of Pershing Square and currently available information. They are not guarantees of
future performance, involve certain risks and uncertainties that are difficult to predict and are
based upon assumptions as to future events that may not prove to be accurate. Pershing Square does
not assume any obligation to update any forward-looking statements contained in this letter.
About Pershing Square Capital Management, L.P.
Pershing Square Capital Management, L.P., based in New York City, is a SEC registered investment
advisor to private investment funds. Pershing Square manages funds that are in the business of
trading – buying and selling – securities and other financial instruments. Funds managed by
Pershing Square have long positions in stock, options and other financial instruments tied to the
performance of Target Corporation’s stock. Pershing Square has and in the future may increase,
decrease, dispose of, or change the form of its investment in Target Corporation for any or no
reason.
Contact:
Pershing Square Capital Management, L.P.
William A. Ackman, 212-813-3700