As filed with the Securities and Exchange Commission on June 17, 2015
Registration File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TARGET CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota |
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41-0215170 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
1000 Nicollet Mall Minneapolis, Minnesota |
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55403-2467 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Amended and Restated Target Corporation 2011 Long-Term Incentive Plan
(Full title of the plan)
John J. Mulligan,
Executive Vice President,
Chief Financial Officer and Chief Accounting Officer
Target Corporation
1000 Nicollet Mall
Minneapolis, Minnesota 55403-2467
(612) 304-6073
(Name, address and telephone number,
including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
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Accelerated filer o |
Non-accelerated filer o |
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Smaller reporting company o |
(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
Title of Securities to Be Registered |
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Amount to Be Registered |
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Proposed Maximum Offering Price Per Share(1) |
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Proposed Maximum Aggregate Offering Price(1) |
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Amount of Registration Fee |
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Common stock, par value $.0833 per share |
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20,000,000 shares |
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$ |
79.425 |
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$ |
1,588,500,000 |
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$ |
184,583.70 |
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(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) based on the average of the high and low sales prices per share of the Registrants Common Stock as reported on the New York Stock Exchange on June 10, 2015.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 20,000,000 shares of the Registrants Common Stock to be issued pursuant to the Amended and Restated 2011 Target Corporation Long-Term Incentive Plan (formerly known as the Target Corporation 2011 Long-Term Incentive Plan) (the Plan). Previously, 40,000,000 shares were registered under the Plan pursuant to Registration Statement No. 333-174921. In accordance with Section E of the General Instructions to Form S-8, Registration Statement No. 333-174921 is incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission (the Commission) by Target Corporation (the Registrant) pursuant to the Securities Exchange Act of 1934 (the Exchange Act), are incorporated in this Registration Statement by reference:
(1) the Registrants Annual Report on Form 10-K for the fiscal year ended January 31, 2015 filed with the Commission on March 13, 2015;
(2) all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since January 31, 2015 (other than information deemed to have been furnished rather than filed in accordance with the Commissions rules); and
(3) the description of the Registrants common stock contained in a registration statement filed pursuant to the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All reports and other documents filed by Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment (other than information deemed to have been furnished rather than filed in accordance with the Commissions rules) which indicates that all of the securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in and a part of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or incorporated herein by reference or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
Exhibit Number |
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Document Description |
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(4)A |
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Amended and Restated Articles of Incorporation (as amended through June 9, 2010) (1) |
(4)B |
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By-Laws (as amended through September 9, 2009) (2) |
(4)C |
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Form of Common Stock Certificate (3) |
(5) |
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Opinion of the Chief Legal Officer of the Registrant |
(23)A |
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Consent of the Chief Legal Officer of the Registrant (included with Exhibit 5) |
(23)B |
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Consent of Ernst & Young LLP |
(24) |
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Powers of Attorney |
(1) |
Incorporated by reference to Exhibit (3)A to the Registrants Current Report on Form 8-K filed June 10, 2010 (File No. 1-6049) |
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(2) |
Incorporated by reference to Exhibit (3)B to the Registrants Current Report on Form 8-K filed September 10, 2009 (File No. 1-6049) |
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(3) |
Incorporated by reference to Exhibit 4(p) to the Registrants Registration Statement on Form S-3 filed September 27, 1996 (File No. 333-12915) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis and the State of Minnesota, on the 17th day of June, 2015.
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TARGET CORPORATION |
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By |
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/s/ John J. Mulligan |
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John J. Mulligan, Executive Vice |
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President, Chief Financial Officer and Chief Accounting Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 17th day of June, 2015, by the following persons in the capacities indicated:
/s/ Brian C. Cornell |
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Chairman of the Board and Chief Executive Officer (Principal |
Brian C. Cornell |
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Executive Officer) |
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/s/ John J. Mulligan |
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Executive Vice President, Chief Financial Officer and Chief |
John J. Mulligan |
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Accounting Officer (Principal Financial and Accounting Officer) |
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Roxanne S. Austin |
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) |
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Douglas M. Baker, Jr. |
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) |
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Calvin Darden |
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) |
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Henrique De Castro |
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) |
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Mary E. Minnick |
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) |
Directors* |
Anne M. Mulcahy |
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) |
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Derica W. Rice |
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) |
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Kenneth L. Salazar |
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) |
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John G. Stumpf |
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) |
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* John J. Mulligan, by signing his name hereto on the 17th day of June, 2015, does hereby sign this document pursuant to powers of attorney duly executed by the Directors named, filed with the Securities and Exchange Commission on behalf of such Directors, all in the capacities and on the date stated, such persons being the majority of the Directors of the Registrant.
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/s/ John J. Mulligan |
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John J. Mulligan, Attorney-in-Fact |
EXHIBIT INDEX
Exhibit Number |
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Document Description |
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Form of Filing |
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(4)A |
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Amended and Restated Articles of Incorporation (as amended through June 9, 2010). |
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Incorporated by Reference |
(4)B |
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By-Laws (as amended through September 9, 2009) |
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Incorporated by Reference |
(4)C |
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Form of Common Stock Certificate |
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Incorporated by Reference |
(5) |
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Opinion of the Chief Legal Officer of the Registrant |
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Electronic Transmission |
(23)A |
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Consent of the Chief Legal Officer of the Registrant (included with Exhibit 5) |
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Electronic Transmission |
(23)B |
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Consent of Ernst & Young LLP |
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Electronic Transmission |
(24) |
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Powers of Attorney |
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Electronic Transmission |
Exhibit (5)
1000 Nicollet Mall, TPS-2670
Minneapolis, MN 55403
Timothy R. Baer
Executive Vice President, Chief Legal Officer and Corporate Secretary
June 17, 2015
Members of the Board of Directors
Target Corporation
1000 Nicollet Mall
Minneapolis, MN 55403
Dear Board Members:
This opinion is furnished in connection with the registration under the Securities Act of 1933 on Form S-8 of 20,000,000 shares of Common Stock, $0.0833 par value, of Target Corporation (the Company) offered to employees and directors of the Company pursuant to the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (the Plan).
As counsel for the Company, I advise you that it is my opinion, based on my familiarity with the affairs of the Company and upon my examination of pertinent documents, that the 20,000,000 shares of Common Stock to be offered to the employees and directors of the Company under the Plan, will, when paid for and issued pursuant to the terms of the Plan, be validly issued and lawfully outstanding, fully paid and non-assessable shares of Common Stock of the Company.
The undersigned hereby consents to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the registration statement with respect to the aforementioned shares of Common Stock under the Securities Act of 1933.
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Very truly yours, |
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/s/ Timothy R. Baer |
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Timothy R. Baer |
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Executive Vice President, Chief Legal Officer and Corporate Secretary |
Exhibit (23)B
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan of our reports dated March 13, 2015, with respect to the consolidated financial statements and schedule of Target Corporation and the effectiveness of internal control over financial reporting of Target Corporation included in its Annual Report (Form 10-K) for the year ended January 31, 2015, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP |
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Minneapolis, Minnesota |
June 17, 2015 |
Exhibit (24)
TARGET CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the Corporation), does hereby make, constitute and appoint BRIAN C. CORNELL, JOHN J. MULLIGAN, TIMOTHY R. BAER, DAVID L. DONLIN and ANDREW J. NEUHARTH, and each or any one of them, the undersigneds true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigneds name, place and stead, to sign and affix the undersigneds name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the 1934 Act), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporations 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the SEC), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4, or 5 pursuant to the 1934 Act, or Forms 144 pursuant to the Securities Act of 1933, as amended (the 1933 Act), and all related documents, amendments, supplementations and corrections thereto; and (3) one or more Registration Statements, on Form S-3, Form S-8, or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the 1933 Act, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.
The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.
The undersigned has executed this Power of Attorney as of this 5th day of February, 2015.
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/s/ Roxanne S. Austin |
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Roxanne S. Austin |
TARGET CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the Corporation), does hereby make, constitute and appoint BRIAN C. CORNELL, JOHN J. MULLIGAN, TIMOTHY R. BAER, DAVID L. DONLIN and ANDREW J. NEUHARTH, and each or any one of them, the undersigneds true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigneds name, place and stead, to sign and affix the undersigneds name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the 1934 Act), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporations 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the SEC), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4, or 5 pursuant to the 1934 Act, or Forms 144 pursuant to the Securities Act of 1933, as amended (the 1933 Act), and all related documents, amendments, supplementations and corrections thereto; and (3) one or more Registration Statements, on Form S-3, Form S-8, or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the 1933 Act, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.
The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.
The undersigned has executed this Power of Attorney as of this 20th day of January, 2015.
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/s/ Douglas M. Baker, Jr. |
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Douglas M. Baker, Jr. |
TARGET CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the Corporation), does hereby make, constitute and appoint JOHN J. MULLIGAN, TIMOTHY R. BAER, DAVID L. DONLIN and ANDREW J. NEUHARTH, and each or any one of them, the undersigneds true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigneds name, place and stead, to sign and affix the undersigneds name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the 1934 Act), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporations 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the SEC), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4, or 5 pursuant to the 1934 Act, or Forms 144 pursuant to the Securities Act of 1933, as amended (the 1933 Act), and all related documents, amendments, supplementations and corrections thereto; and (3) one or more Registration Statements, on Form S-3, Form S-8, or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the 1933 Act, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.
The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.
The undersigned has executed this Power of Attorney as of this 20th day of January, 2015.
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/s/ Brian C. Cornell |
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Brian C. Cornell |
TARGET CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the Corporation), does hereby make, constitute and appoint BRIAN C. CORNELL, JOHN J. MULLIGAN, TIMOTHY R. BAER, DAVID L. DONLIN and ANDREW J. NEUHARTH, and each or any one of them, the undersigneds true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigneds name, place and stead, to sign and affix the undersigneds name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the 1934 Act), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporations 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the SEC), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4, or 5 pursuant to the 1934 Act, or Forms 144 pursuant to the Securities Act of 1933, as amended (the 1933 Act), and all related documents, amendments, supplementations and corrections thereto; and (3) one or more Registration Statements, on Form S-3, Form S-8, or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the 1933 Act, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.
The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.
The undersigned has executed this Power of Attorney as of this 20th day of January, 2015.
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/s/ Calvin Darden |
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Calvin Darden |
TARGET CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the Corporation), does hereby make, constitute and appoint BRIAN C. CORNELL, JOHN J. MULLIGAN, TIMOTHY R. BAER, DAVID L. DONLIN and ANDREW J. NEUHARTH, and each or any one of them, the undersigneds true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigneds name, place and stead, to sign and affix the undersigneds name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the 1934 Act), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporations 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the SEC), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4, or 5 pursuant to the 1934 Act, or Forms 144 pursuant to the Securities Act of 1933, as amended (the 1933 Act), and all related documents, amendments, supplementations and corrections thereto; and (3) one or more Registration Statements, on Form S-3, Form S-8, or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the 1933 Act, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.
The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.
The undersigned has executed this Power of Attorney as of this 6th day of February, 2015.
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/s/ Henrique De Castro |
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Henrique De Castro |
TARGET CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the Corporation), does hereby make, constitute and appoint BRIAN C. CORNELL, JOHN J. MULLIGAN, TIMOTHY R. BAER, DAVID L. DONLIN and ANDREW J. NEUHARTH, and each or any one of them, the undersigneds true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigneds name, place and stead, to sign and affix the undersigneds name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the 1934 Act), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporations 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the SEC), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4, or 5 pursuant to the 1934 Act, or Forms 144 pursuant to the Securities Act of 1933, as amended (the 1933 Act), and all related documents, amendments, supplementations and corrections thereto; and (3) one or more Registration Statements, on Form S-3, Form S-8, or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the 1933 Act, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.
The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.
The undersigned has executed this Power of Attorney as of this 26th day of January, 2015.
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/s/ Mary E. Minnick |
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Mary E. Minnick |
TARGET CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the Corporation), does hereby make, constitute and appoint BRIAN C. CORNELL, JOHN J. MULLIGAN, TIMOTHY R. BAER, DAVID L. DONLIN and ANDREW J. NEUHARTH, and each or any one of them, the undersigneds true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigneds name, place and stead, to sign and affix the undersigneds name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the 1934 Act), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporations 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the SEC), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4, or 5 pursuant to the 1934 Act, or Forms 144 pursuant to the Securities Act of 1933, as amended (the 1933 Act), and all related documents, amendments, supplementations and corrections thereto; and (3) one or more Registration Statements, on Form S-3, Form S-8, or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the 1933 Act, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.
The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.
The undersigned has executed this Power of Attorney as of this 20th day of January, 2015.
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/s/ Anne M. Mulcahy |
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Anne M. Mulcahy |
TARGET CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the Corporation), does hereby make, constitute and appoint BRIAN C. CORNELL, JOHN J. MULLIGAN, TIMOTHY R. BAER, DAVID L. DONLIN and ANDREW J. NEUHARTH, and each or any one of them, the undersigneds true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigneds name, place and stead, to sign and affix the undersigneds name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the 1934 Act), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporations 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the SEC), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4, or 5 pursuant to the 1934 Act, or Forms 144 pursuant to the Securities Act of 1933, as amended (the 1933 Act), and all related documents, amendments, supplementations and corrections thereto; and (3) one or more Registration Statements, on Form S-3, Form S-8, or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the 1933 Act, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.
The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.
The undersigned has executed this Power of Attorney as of this 20th day of January, 2015.
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/s/ Derica W. Rice |
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Derica W. Rice |
TARGET CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the Corporation), does hereby make, constitute and appoint BRIAN C. CORNELL, JOHN J. MULLIGAN, TIMOTHY R. BAER, DAVID L. DONLIN and ANDREW J. NEUHARTH, and each or any one of them, the undersigneds true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigneds name, place and stead, to sign and affix the undersigneds name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the 1934 Act), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporations 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the SEC), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4, or 5 pursuant to the 1934 Act, or Forms 144 pursuant to the Securities Act of 1933, as amended (the 1933 Act), and all related documents, amendments, supplementations and corrections thereto; and (3) one or more Registration Statements, on Form S-3, Form S-8, or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the 1933 Act, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.
The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.
The undersigned has executed this Power of Attorney as of this 20th day of January, 2015.
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/s/ Kenneth L. Salazar |
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Kenneth L. Salazar |
TARGET CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the Corporation), does hereby make, constitute and appoint BRIAN C. CORNELL, JOHN J. MULLIGAN, TIMOTHY R. BAER, DAVID L. DONLIN and ANDREW J. NEUHARTH, and each or any one of them, the undersigneds true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigneds name, place and stead, to sign and affix the undersigneds name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the 1934 Act), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporations 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the SEC), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4, or 5 pursuant to the 1934 Act, or Forms 144 pursuant to the Securities Act of 1933, as amended (the 1933 Act), and all related documents, amendments, supplementations and corrections thereto; and (3) one or more Registration Statements, on Form S-3, Form S-8, or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the 1933 Act, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.
The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.
The undersigned has executed this Power of Attorney as of this 21st day of January, 2015.
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/s/ John G. Stumpf |
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John G. Stumpf |
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