Proxy Governance, an independent proxy voting advisory firm, has recommended that shareholders of Target Corporation vote on Pershing Square Capital Management’s Gold proxy card to reje
Proxy Governance, an independent proxy voting advisory firm, has recommended that shareholders of Target Corporation vote on Pershing Square Capital Management’s Gold proxy card to reject Target’s proposal to fix the board size at 12.
It also recommends that shareholders elect two of the mominees for shareholder choice – Michael Ashner and Jim Donald – to the board of directors of Target at its 2009 annual meeting of shareholders, which is scheduled for 28 May 2009.
Proxy Governance also commended Pershing Square for supporting and pressing the use of a universal proxy card, which would "allow shareholders the ability to select the specific individuals it would like to see on the board from both the management and dissident slates."
The nominees for shareholder choice have requested the consent from Target and its incumbent nominees to name all of the nominees in the election contest on a single proxy card. Target has never responded to this request.
"We are extremely pleased that Proxy Governance has recommended Target shareholders to vote on the Gold proxy card and to vote for the election of two of our nominees," says Bill Ackman of Pershing Square. "The recommendation by Proxy Governance is consistent with our view that Target shareholders would be better served by directors with senior operating experience that is directly relevant to Target’s core business lines and assets. We are also pleased that Proxy Governance recognised the value of the universal proxy card suggested by Professor Gilson, which would allow the board election to be transparent and more democratic."
Pershing Square also commented on the recommendation by a second independent proxy advisory firm, Egan-Jones.
"We commend Egan-Jones’ recommendation that shareholders withhold votes from two of Target’s nominees, Richard M. Kovacevich and George W. Tamke, because of independence concerns. This opens the door to the addition of the nominees for shareholder choice," says Ackman.
Egan-Jones’s report highlights the fact that despite their relationships with Target, both Kovacevich and Tamke are members of the company’s audit and nominating committees.
"We believe that key board committees should be comprised solely of independent outside directors for sound governance practice," says Egan-Jones.
