Target Corporation

This Form 8-K/A amends the Form 8-K filed on September 1, 2021, that reported the intention of Michael E. McNamara, Executive Vice President and Chief Information Officer, to retire from Target. On May 4, 2022, Target and Mr. McNamara entered into an agreement providing that Mr. McNamara will be employed by Target as a non-executive officer in a strategic advisory capacity, commencing May 30, 2022 , until January 28, 2023, to support his successor’s transition. Throughout the term of this agreement, Mr. McNamara will continue to receive the rate of base salary currently in effect and the same target bonus opportunity as other executive officers.

On March 28, 2022, Robert M. Harrison, the Company’s Chief Accounting Officer, informed the Company of his intent to retire. Mr. Harrison will continue to serve as Chief Accounting Officer until April 3, 2022. Mr. Harrison is expected to continue to serve as a strategic advisor assisting with his successor’s transition until June 3, 2022, when his retirement from the Company will be effective. On March 28, 2022, the Company appointed Matthew A. Liegel to replace Mr. Harrison as Chief Accounting Officer, effective April 3, 2022. Mr. Liegel, age 45, joined the Company as Vice President of Financial Accounting & Reporting in 2018 and has served in that capacity since then. Before joining the Company, Mr. Liegel was a partner with PricewaterhouseCoopers LLP.

On January 17, 2022, Mary E. Minnick informed the Board of Directors (the “Board”) of Target Corporation (“Target”) of her decision not to stand for re-election at the end of her current term expiring at the 2022 Annual Meeting of Shareholders in June. Ms. Minnick will continue to serve as a member of the Board and the Chair of the Board’s Infrastructure & Finance Committee until her current term on the Board expires.

Target Corporation (“Target”) hereby files this amendment to its Current Report on Form 8-K filed on August 11, 2021 (the “Original Filing”), which reported the election of David P. Abney and Gail K. Boudreaux as directors of Target Corporation, effective August 11, 2021, and September 23, 2021, respectively. At the time of the Original Filing, the Board had not made a determination regarding any committee assignments for Mr. Abney or Ms. Boudreaux. On September 22, 2021, the Board of Directors appointed both Mr. Abney and Ms. Boudreaux to serve on the Audit & Risk and Infrastructure & Finance Committees, effective September 23, 2021. Other than the preceding disclosure, no other disclosure reported in the Original Filing is amended pursuant to this amendment.

On August 30, 2021, Michael E. McNamara, Executive Vice President and Chief Information Officer (CIO), informed Target of his intention to retire as Target’s CIO in 2022. Mr. McNamara intends to remain in his current role until a successor is appointed, and for a transition period following such appointment.

On August 11, 2021, Target Corporation’s Board of Directors elected David P. Abney and Gail K. Boudreaux as directors of Target Corporation, effective August 11, 2021, and September 23, 2021, respectively. Mr. Abney, 65, served as Chairman of the Board and Chief Executive Officer of United Parcel Service, Inc. from February 2016 to June 2020. Prior to that, he served United Parcel Service, Inc. as Chief Executive Officer from September 2014 to February 2016, as Chief Operating Officer from 2007 to September 2014, and most recently as Executive Chairman from June 2020 to September 2020. Mr. Abney is currently a director of Northrop Grumman Corporation and Freeport-McMoRan, Inc. Ms. Boudreaux, 61, has been President and Chief Executive Officer and a director of Anthem, Inc. since November 2017.

On February 28, 2021, Calvin Darden informed the Board of Directors (the “Board”) of Target Corporation (“Target”) of his decision not to stand for re-election at the end of his current term expiring at the 2021 Annual Meeting of Shareholders in June. Mr. Darden will continue to serve as a member of the Board and on the Human Resources & Compensation Committee and Governance Committee until his current term on the Board expires.

On January 12, 2021 the Human Resources & Compensation Committee of the Board of Directors of Target Corporation (“Target”) adopted a new Executive Officer Cash Incentive Plan (the “Plan”) under which executive officers may receive cash incentive awards. The Plan replaces Target’s prior Executive Officer Cash Incentive Plan with respect to cash incentive awards granted after January 31, 2021. The new Plan is substantially similar to the prior plan except that it removes certain references and requirements previously applicable to qualified performance-based compensation under Section 162(m) of the Internal Revenue Code following the repeal of the Section 162(m) exemption under the Tax Cuts and Jobs Act of 2017.

Target Corporation (“Target”) hereby files this amendment to its Current Report on Form 8-K filed on August 26, 2020 (the “Original Filing”) which reported the election of Christine A. Leahy as a director of Target, effective January 1, 2021. At the time of the Original Filing, the Board had not made a determination regarding any committee assignments for Ms. Leahy. On November 11, 2020, the Board of Directors appointed Ms. Leahy to serve on the Audit & Finance and Infrastructure & Investment Committees, effective January 1, 2021. Other than the preceding disclosure, no other disclosure reported in the Original Filing is amended pursuant to this amendment.

On August 26, 2020 Target Corporation announced that its Board of Directors elected Derica W. Rice and Christine A. Leahy as directors of Target Corporation, effective August 31, 2020 and January 1, 2021, respectively. Mr. Rice, 55, served as EVP of CVS Health and President of its pharmacy benefit management business, CVS Caremark, from March, 2018 to February 2020. Prior to that, he served as EVP of global services and CFO of Eli Lilly and Company, a global pharmaceutical company, from 2006 to 2017. Mr. Rice is currently a director of The Walt Disney Company and will become a director of Bristol-Myers Squibb Company on September 1, 2020. He previously served as a director of Target Corporation from September, 2007 to January, 2018. Ms.

On March 9, 2020, Henrique De Castro informed the Board of Directors (the “Board”) of Target Corporation (“Target”) of his decision not to stand for re-election at the end of his current term expiring at the 2020 Annual Meeting of Shareholders in June. Mr. De Castro will continue to serve as a member of the Board and on the Audit & Finance Committee and Infrastructure & Investment Committee until his current term on the Board expires.

On January 6, 2020, Roxanne S. Austin informed the Board of Directors (the “Board”) of Target Corporation (“Target”) of her decision not to stand for re-election at the end of her current term expiring at the 2020 Annual Meeting of Shareholders in June. Ms. Austin will continue to serve as a member of the Board and on the Human Resources & Compensation Committee and Risk & Compliance Committee until her current term on the Board expires.

Target Corporation (“Target”) today announced that Michael J. Fiddelke has been appointed to the position of Executive Vice President and Chief Financial Officer, effective November 1, 2019. Mr. Fiddelke, 43, has been employed by Target continuously since December, 2005, most recently as Senior Vice President, Operations (August 2018 to present), Senior Vice President, Merchandising Capabilities (March 2017-August 2018), Senior Vice President, Financial Planning & Analysis (July 2015-March 2017), and Vice President, Pay & Benefits (March 2013-July 2015). In connection with his appointment, Mr.

On January 10, 2019, Target Corporation announced that Cathy R. Smith, Executive Vice President and Chief Financial Officer, intends to retire from Target. Target will be conducting an internal and external search to identify a successor to Ms. Smith. To support the transition, on January 7, 2019, Target and Ms. Smith entered into an agreement providing that she will remain in her current role until a successor is named and thereafter will continue to be employed by Target as a non-executive officer in a strategic advisory capacity until May 1, 2020. Throughout the term of the agreement she will continue to receive the same base salary currently in effect and the same target bonus opportunity as other executive officers. In addition, Ms. Smith will be entitled to a cash payment of $1.5 million in exchange for a post-employment non-compete and non-solicitation agreement.

The Board of Directors elected George S. Barrett as a director of Target Corporation effective November 5, 2018. Mr. Barrett was employed by Cardinal Health, Inc., a global, integrated healthcare services and products company, from 2008 until November 2018. He served as Executive Chairman from the end of 2017 until November 2018, Chairman and CEO from 2009 to 2017, and Vice Chairman and CEO, Healthcare Supply Chain Services from 2008 to 2009. The Board has appointed Mr. Barrett to the Human Resources & Compensation Committee and the Risk & Compliance Committee. Mr. Barrett received a one-time grant of RSUs with a $50,000 grant date fair value and will receive 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).

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).

Derica W. Rice resigned from the Board of Directors of Target Corporation, effective January 30, 2018. 2

On October 17, 2016, Target Corporation was notified by John G. Stumpf that he has resigned from the Board of Directors of Target Corporation effective immediately.

On August 24, 2016, Jeffrey J. Jones II notified Target Corporation that he will resign as Executive Vice President and Chief Marketing Officer, effective September 9, 2016. 2

On July 14, 2016, Target Corporation announced that Timothy R. Baer, Executive Vice President, Chief Legal Officer and Corporate Secretary, will move to a strategic advisory role on August 22, 2016. Accordingly, Mr. Baer will no longer be classified as an executive officer after August 22, 2016. Mr. Baer has agreed to remain employed by Target in this new role on an at-will basis to assist with the transition of his responsibilities and provide advisory services through July 1, 2017, after which he intends to retire. In this new role, Mr. Baer will continue to receive his current base salary, target bonus opportunity for fiscal year 2016 performance, and other benefits he currently receives.

Target Corporation (“Target”) hereby files this amendment to its Current Report on Form 8-K filed on November 12, 2015 (the “Original Filing”) which reported the election of Melanie L. Healey as a director of Target. At the time of the Original Filing, the Board had not made a determination regarding any committee assignments for Ms. Healey. On March 9, 2016, the Board of Directors appointed Ms. Healey to serve on the Human Resources & Compensation and Infrastructure & Investment Committees. Other than the preceding disclosure, no other disclosure reported in the Original Filing is amended pursuant to this amendment. 2

On March 9, 2016, the Board of Directors of Target Corporation elected Monica C. Lozano as a director. Ms. Lozano was Chair of the Board of U.S. Hispanic Media, Inc., the parent company of ImpreMedia, LLC (ImpreMedia), from June 2014 to January 2016, Chair of ImpreMedia from July 2012 to May 2014, and CEO of ImpreMedia from May 2010 to May 2014. Ms. Lozano also served as Publisher of La Opinión, a subsidiary of ImpreMedia, from 2004 to May 2014 and was CEO of La Opinión from 2004 to July 2012. The Board has appointed Ms. Lozano to the Audit & Finance and Nominating & Governance Committees. Ms.

As previously reported, Tina M. Tyler, former Executive Vice President and Chief Stores Officer, left Target Corporation effective January 9, 2016. In light of Ms. Tyler’s service to Target for over 11 months of fiscal year 2015, the Human Resources and Compensation Committee also determined that Ms. Tyler would remain eligible for a full fiscal 2015 short-term incentive plan payout opportunity based on Target’s actual financial performance. Eligibility for payment of the short-term incentive plan amount was conditioned upon Ms. Tyler signing the non-competition and non-solicitation agreement, and the release of claims, described previously, which Ms. Tyler signed on January 20, 2016.

On January 4, 2016, Target Corporation announced that Tina M. Tyler, Executive Vice President and Chief Stores Officer, will cease to be an executive officer of the company immediately. Ms. Tyler will be eligible for severance payments under Target’s Income Continuance Policy upon termination of her employment effective January 9, 2016. As a condition to severance payment eligibility, Ms. Tyler will be required to sign an agreement that includes a non-solicitation clause and a release of claims. In addition, if Ms. Tyler agrees to a three-year non-compete and non-solicitation restriction, she will be eligible for an additional $3 million of cash payments that will be payable in three annual installments.