Target board readies for investor anger at Wednesday's annual meeting

Target shoppers
Shoppers arrive at a Target store in Los Angeles on Thursday, Dec. 19, 2013.
Damian Dovarganes/AP, File

Corporate annual meetings are typically pretty quick and uneventful. But Target's shareholder meeting Wednesday afternoon in Dallas is likely to produce some fireworks.

Target has been a magnet for trouble in the past year, including a massive data theft, big losses in Canada and customers toting assault rifles in stores.

• More: Should Target keep rifles out stores?
• Previously: With earnings down, Target takes at aim at Canada

Some shareholders want big changes on Target's board. The Canada Pension Plan Investment Board is one of the minor Target investors voting to boot out seven of Target's 10 board members. The California State Teachers Retirement System, another small shareholder, is voting against the three members of the audit committee as a protest. A big shareholder advisory firm is urging Target investors to oust seven board members for failing to protect the company and its customers from the data breach.

The anti-board votes are expected to fall far short of the number needed to oust a board member. But there may be a lot of messages sent when the votes are tallied.

"We don't expect our vote to move the company in any one direction," California teachers retirement system spokesman Ricardo Duran said. "But we do expect our vote to send a signal to management."

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Shareholders will be displaying serious displeasure if they give any board member less than 80 percent of votes cast, said Ron Kaliebe, vice president of Mairs and Power, a St. Paul investment firm.

A director in an uncontested election must receive more than half the votes cast to be elected. An incumbent director who falls short of that must offer to resign. Then a board committee has 90 days to decide whether to accept the resignation and must disclose the reason either way.

Kaliebe said his firm will vote to retain all board members, including interim chair Roxanne Austin, who's leading the search for a new CEO to replace the recently fired Gregg Steinhafel.

Target board members have done their jobs well, responding appropriately to the challenges facing the company, he said, adding it would be "quite disruptive at this point to replace seven board members." Long-term, he said, "Target is a good investment and we feel comfortable holding it."

Target has been trying to convince shareholders ahead of Wednesday's meeting that it is moving aggressively to deal with its challenges, even as it seeks a new CEO.

Interim board chair Austin sent a letter to shareholders calling on them to re-elect all current board members. Austin also said she wanted shareholders to have the "facts" about the board's oversight of information security practices at Target.

Under the board's direction the company took significant action to address evolving cyber-crime risks before the breach, investing hundreds of millions of dollars in security personnel, processes, technology and related resources, she wrote. It's also overseen substantial efforts to better protect Target and its customers, including the accelerated adoption of so-called smart cards that are harder for crooks to compromise, she added.

The company is making progress in streamlining decision making and making Target less bureaucratic, interim CEO John Mulligan wrote in a message this week to employees.

It's hard to forecast how many shareholders will heed the call to purge the board, but chances are they'll deliver a strong message.

"It is a fireworks moment," said Michael Useem, director the Wharton Leadership Center at the University of Pennsylvania. He expects shareholders will stop short of voting out board members but will deliver the message to "delve more aggressively into making certain there's no repeat or that other disasters that are lurking out there for virtually any kind of large company don't come home to roost."

Useem's viewed is shared by Charles Elson, director of the Weinberg Center for Corporate Governance at the University of Delaware.

"You've got a withhold recommendation on seven directors," Elson said. "On the other hand, the odds of them not winning re-election are probably not all that great. But it's a signal, a protest."

And rounding out the day's protests will be a few dozen mothers with children in strollers, led by the group Moms Demand Action for Gun Sense in America. They plan a "Stroller Jam" outside the shareholder meeting, as they call on the retailer to ban the open carrying of rifles in its stores.