Target 2009 Annual Report Download - page 77

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PART III
Certain information required by Part III is incorporated by reference from Target’s definitive Proxy
Statement to be filed on or about April 29, 2010. Except for those portions specifically incorporated in this
Form 10-K by reference to Target’s Proxy Statement, no other portions of the Proxy Statement are deemed to
be filed as part of this Form 10-K.
Item 10. Directors, Executive Officers and Corporate Governance
Election of Directors, Section 16(a) Beneficial Ownership Reporting Compliance, Additional
Information—Business Ethics and Conduct and General Information About the Board of Directors—Board
Meetings and Committees, of Target’s Proxy Statement to be filed on or about April 29, 2010, are incorporated
herein by reference. See also Item 4A, Executive Officers of Part I hereof.
Item 11. Executive Compensation
Executive and Director Compensation, of Target’s Proxy Statement to be filed on or about April 29, 2010,
is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Equity Compensation Plan Information
Number of Securities
Number of Securities Remaining Available for
to be Issued Weighted Average Future Issuance Under
Upon Exercise of Exercise Price of Equity Compensation Plans
Outstanding Options, Outstanding Options, as of January 30, 2010
Warrants and Rights as Warrants and Rights as (Excluding Securities
of January 30, 2010 of January 30, 2010 Reflected in Column (a))
Plan Category (a) (b) (c)
Equity compensation plans
approved by security
holders 40,313,999 (1) $44.05 22,093,550
Equity compensation plans
not approved by security
holders — — —
Total 40,313,999 $44.05 22,093,550
(1) This amount includes 2,100,139 performance shares and RSU shares potentially issuable under our Long-Term Incentive Plan. The
actual number of performance shares to be issued, or credits to be made to deferred compensation accounts, if any, depends on our
financial performance over a period of time. Performance shares do not have an exercise price and thus they have been excluded
from the weighted average exercise price calculation in column (b).
Beneficial Ownership of Certain Shareholders and Securities Authorized for Issuance Under Equity
Compensation Plans, of Target’s Proxy Statement to be filed on or about April 29, 2010, is incorporated herein
by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Certain Relationships and General Information About the Board of Directors—Director Independence, of
Target’s Proxy Statement to be filed on or about April 29, 2010, are incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Audit and Non-audit Fees, of Target’s Proxy Statement to be filed on or about April 29, 2010, is
incorporated herein by reference.
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