Minneapolis Target Corp. said Tuesday that it would not accept Pershing Square Capital Management’s call for a single ballot to elect board members, and would proceed with its own plan to give shareholders two ballots, one that lists the company’s slate of nominees, and another listing Pershing Square’s slate of candidates.
Four of Target’s 12 directors are up for re-election.
Pershing Square Capital Management, and Professor Ronald J. Gilson, who has been nominated by Pershing Square to serve as an independent director of Target, expressed disappointment with Target’s response.
Pershing and Target have been in a proxy battle for more than a month, with Pershing chief and activist investor William Ackman nominating himself and four other candidates to take seats on Target’s board. (Ackman contends that Target really still has 13 director seats, arguing that one seat remains after former CEO Bob Ulrich left.)
Pershing Square had argued that moving to one ballot would benefit shareholders who may want to vote for candidates nominated by both Pershing and Target.
In its response, Target said that the two-ballot system is in keeping with Securities and Exchange Commission practices, and that moving to one ballot would confuse shareholders and is unnecessary. The proxy vote will be held at Target’s 2009 annual meeting of shareholders on May 28.
“Any such proposal should be allowed to proceed on an appropriate timetable allowing for careful review and consideration by the SEC,” Target stated. “In the meantime, the current proxy rules provide a framework for the conduct of the proxy voting process that is perfectly adequate for resolving the issues that Pershing Square is raising.”