UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 16, 2024
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) | (IRS Employer Identification No.) | ||||||||||||
| 1000 Nicollet Mall, | Minneapolis, | Minnesota | 55403 | |||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (612) 304-6073
Not Applicable
(Former name or former address, if changed since last report.)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common stock, par value $0.0833 per share | TGT | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company 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 | ☐ | ||||
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
This Form 8-K/A amends the Form 8-K filed by Target Corporation (“Target”) on January 18, 2024, which reported the intention of Don H. Liu, Executive Vice President and Chief Legal & Compliance Officer, to retire from Target. On August 12, 2024, Target and Mr. Liu entered into an agreement (the “Transition Agreement”) providing that Mr. Liu will be employed by Target as a non-executive officer in a strategic advisor role, commencing August 24, 2024 and ending May 24, 2025. Throughout the term of the Transition Agreement, Mr. Liu will continue to receive the rate of base salary currently in effect and the same target bonus opportunity as members of Target’s leadership team.
The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which will be filed as an exhibit to Target’s Quarterly Report on Form 10-Q for the fiscal quarter ending November 2, 2024.
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: August 13, 2024 | By: | /s/ Melissa K. Kremer | ||||||
| Name: Melissa K. Kremer | ||||||||
| Title: Executive Vice President and Chief Human Resources Officer | ||||||||