Target Corporation Issues Open Letter to Shareholders

Posted on: Thu, 14 May 2009 09:13:00 EDT


Symbols: TGT
MINNEAPOLIS, May 14, 2009 (BUSINESS WIRE) --
TGT | Quote | Chart | News | PowerRating -- Target Corporation (NYSE:TGT) announced today that it has issued an open
letter to shareholders in connection with the Company's 2009 Annual
Meeting of Shareholders to be held on May 28, 2009.

Following is the text of the letter from Gregg Steinhafel, Target's
Chairman, President and Chief Executive Officer, speaking on behalf of
Target's Board:


May 14, 2009
Dear Fellow Shareholder:
Target's Annual Meeting on May 28, 2009 is fast approaching. You
have the opportunity to vote now for Target's independent nominees
using the WHITE proxy card by telephone or Internet, or by signing,
dating, and returning the WHITE proxy card in the postage paid
envelope provided. Please discard any gold proxy cards you receive
from Pershing Square and vote the WHITE proxy card today.
TARGET'S NOMINEES ARE PART OF A BOARD AND MANAGEMENT TEAM
THAT IS SERVING THE BEST INTERESTS OF
SHAREHOLDERS
Target's nominees are part of a Board and management team that have
together devised the strategy that has built Target into one of the
most successful retailers in the United States. Over the past 10
years ending January 31, 2009, Target has:
-- Grown revenues at a compound annual rate of 11%, gaining
substantial market share;
-- Translated this top-line growth into increased profitability by
expanding EBITDA margins by 200 basis points; and
-- Grown EPS at an average annual rate of 14%.(1)
This performance has translated into Target stock price
outperformance in relation to Wal-Mart and the S&P 500 on a
ten-year(2), five-year(3) and year-to-date(4)
basis.
Target's nominees, Mary N. Dillon, Richard M. Kovacevich, George W.
Tamke, and Solomon D. Trujillo, are an integral part of a successful
Board and management team. We believe Pershing Square has presented
no plan or strategy to justify a change in your Board or management
team. It appears that Pershing Square has launched its proxy contest
because Target rejected Pershing Square's risky real estate proposal
after careful evaluation.
"I think the key to a proxy fight is to really present a
logical plan, a plan that the mutual funds can understand, a plan
that, especially in this environment, addresses the income
statement."*
-Nelson Peltz, CNBC Squawk Box, 11 May 2009
"I don't think any of us here can tell you with certainty what
the right thing to do is on credit cards. What the right thing to
do is on real estate. What the right thing to do is for the
retailer."*
-Bill Ackman, Pershing Square Town Hall, 11 May 2009
TARGET'S BOARD AND MANAGEMENT HAVE THE RIGHT PLAN TO
DELIVER SHAREHOLDER VALUE OVER TIME
This is what analysts have to say:
"Target is an emerging and compelling free cash flow story."*
- Michael Exstein, Credit Suisse, 8 May 2009
"Target Remains a Top Retailer with Solid In-Stocks and SG&A
Leverage. We maintain that Target is one of the best retailers in
the American landscape."*
- Bill Dreher, Deutsche Bank, 8 April 2009
"We have great appreciation for Target's business model, brand
and its management team which is trying to steer the retailer
through an extremely difficult consumer spending and credit
environment."*
- Neil Currie, UBS, 25 February 2009
TARGET'S BOARD AND MANAGEMENT BELIEVE IN MAINTAINING
OPEN COMMUNICATIONS WITH ALL SHAREHOLDERS
Target's Board and management believe in maintaining open
communications with all shareholders and have a long history of
being responsive to shareholder proposals and issues. In that
regard, Pershing Square had significant access to senior management
and the Board. In fact, we worked constructively with Pershing
Square for 20 months before Pershing Square launched its proxy
contest.
"Our working relationship with the company has been extremely
constructive and we expect it to continue to be so."*
- Bill Ackman, Letter to Pershing Square Investors, 27 December 2007
Pershing Square presented a series of real estate proposals to
Target. Pershing Square asked Target to consider the IPO and
subsequent spin-off of a separate publicly-traded real estate
investment trust (REIT) that would own substantially all of the land
currently owned by Target. It was only when Target, after careful
review, rejected Pershing Square's risky real estate proposal that
Pershing Square initiated its proxy contest.
While Pershing Square claims that the proxy contest is not about
the real estate transaction, the facts suggest otherwise, after
all...
"No one spends $15 million on a monster proxy battle just
because he thinks that one set of independent directors will be
marginally better at giving direction to existing management than
the current set of independent directors."*
- Felix Salmon, Seeking Alpha, 11 May 2009
We believe Target has a world-class Board of Directors which
provides meaningful contributions to the creation of value for
shareholders. We are confident in our Board nominees and believe
their qualifications and experience speak for themselves.
Additional information on Target's nominees for the 2009 Annual
Meeting can be found below.
Vote for a Board that has a PLAN
for continuing to deliver superior results and is committed to
serving the best interests of ALL
Target shareholders.
Vote the WHITE proxy.
If you vote using a proxy card sent to you by Pershing Square, you
can subsequently revoke it by using the WHITE proxy card to
vote by telephone or Internet, or by signing, dating and returning
the WHITE proxy card in the postage paid envelope provided.
Remember, only your last dated proxy will count - any proxy may be
revoked at any time prior to its exercise at the Annual Meeting as
described in the Proxy Statement.
If you have any questions, please contact MacKenzie Partners, Inc.
or Georgeson, which are assisting us in connection with this year's
Annual Meeting, at 800-322-2885 or at 866-295-8105.
On behalf of Target's Board of Directors, thank you for your
continued support and interest in Target.
Sincerely,
/s/ Gregg Steinhafel
Gregg Steinhafel
Chairman, President and Chief Executive Officer
*Permission to use quotes neither sought nor obtained
(1) All figures from continuing operations.
(2) Ten-year based on May 7, 1999 to May 8, 2009. Stock
price performance- TGT: +39%, WMT: +12%, S&P 500: -31%
(3) Five-year based on May 7, 2004 to May 8, 2009. Stock
price performance- TGT: +1%, WMT: -7%, S&P 500: -15%
(4) Year-to-date based on December 31, 2008 to May 8,
2009. Stock price performance- TGT: +27%, WMT: -11%, S&P 500: +3%
Important Information
Target, its directors, and certain of its officers and other
employees are participants in the solicitation of proxies from
Target's shareholders in connection with Target's 2009 Annual
Meeting. Important information concerning the identity and interests
of these persons is available in the proxy statement that Target
filed with the SEC on April 21, 2009 and the Schedule 14A that
Target filed with the SEC on May 7, 2009.
Target has filed a definitive proxy statement in connection with
its 2009 Annual Meeting. The definitive proxy statement, any other
relevant documents, and other materials filed with the SEC
concerning Target are available free of charge at http://www.sec.gov
and http://investors.target.com.
Shareholders should read carefully the definitive proxy statement
and the accompanying WHITE proxy card before making any voting
decision.
Additional Information on Target's Nominees
Mary Dillon
Mary Dillon currently serves as Executive Vice President and Global
Chief Marketing Officer of McDonald's Corporation, the leading
global foodservice retailer. In this role, Ms. Dillon leads the
company's worldwide marketing efforts and global brand strategy
across 118 countries. Prior to joining McDonald's, Ms. Dillon was
President of the Quaker Foods division of PepsiCo Corporation. Under
Ms. Dillon's leadership at Quaker Foods, net revenue and operating
profit increased approximately 13 percent from August 2004 to
September 2005.
Ms. Dillon brings deep experience in marketing, brand management,
food retailing and consumer sales - key elements to Target's
success. Her experience in the food service industry at Quaker Oats
also benefits Target's shareholders and corporate leadership as the
Company seeks to grow its portfolio. Additionally, Target's brand
image is one of its most valuable assets, and Ms. Dillon's insights
into managing world-class brands are of great value to the Company.
Richard Kovacevich
Richard Kovacevich has extensive experience in financial services in
his role as Chairman of Wells Fargo. He has also previously served
as CEO of Wells Fargo from 1998 to 2007. Wells Fargo is the largest
commercial real estate lender and broker in the United States and
the second largest bank by market capitalization in the United
States. Mr. Kovacevich's guidance in matters pertaining to the
credit card business, real estate, and financing markets is of great
value, particularly during the economic downturn.
In his role as Chairman of Wells Fargo, Mr. Kovacevich is
responsible for the seventh largest credit card issuer in the United
States. Wells Fargo was the third most profitable credit card issuer
in 2008 (based on outstanding debt for general purpose cards) and
ranked eighth in the JD Power and Associates 2008 Credit Card
Satisfaction Survey.
George Tamke
George Tamke has a highly regarded track record for driving
operational improvements at companies acquired by Clayton, Dubilier
& Rice, Inc., a private equity investment firm, with a focus on the
consumer and retail sectors, where he serves as an Operating
Partner. Previously, he served as Vice Chairman and co-CEO of
Emerson Electric Co. and as interim CEO of Kinko's, Inc. During his
tenure as COO and President at Emerson Electric from March 1997 to
May 1999, the company's stock grew 34.2 percent. Today, Mr. Tamke
serves as a director of three Clayton, Dubilier & Rice portfolio
companies including Culligan Ltd., Hertz Global Holdings, Inc., and
ServiceMaster Global Holdings, Inc.
Solomon Trujillo
Solomon Trujillo is an experienced executive who, on three
continents, has led companies with telecommunications, information
services and media and advertising assets. Mr. Trujillo is CEO and a
director of Telstra Corporation Limited, Australia's leading
telecommunications company. He was formerly Chief Executive Officer
of US West and Orange S.A., a telecommunications company that serves
millions of customers and operates thousands of retail locations in
20 countries.
Mr. Trujillo has particular expertise in business technology and
communications, which is essential to Target's operations and
represents a major area of Target's annual capital investment.
Mr. Trujillo holds a 98 percent attendance record for Board meetings
for his entire tenure and a perfect attendance for all in-person
meetings. Further he has been a vocal advisor in Target's growth
strategy and his experience as CEO of a Fortune 500 company lends
significant value to the Company.

About Target

Target Corporation's retail segment includes large general merchandise
and food discount stores and Target.com, a fully integrated on-line
business. In addition, the company operates a credit card segment that
offers branded proprietary and Visa credit card products. The company
currently operates 1,698 Target stores in 49 states. Target Corporation
news releases are available at www.target.com.

SOURCE: Target Corporation


Target Corporation
John Hulbert, 612-761-6627
or
Susan Kahn, 612-761-6735
or
Joele Frank, Wilkinson Brimmer Katcher
Joele Frank, 212-355-4449
or
Tim Lynch, 212-355-4449

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