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Activist hedge fund manager William Ackman of Pershing Square Capital Management has revealed plans to nominate five candidates, including himself, to serve as members of Target Corp.’s board of directors.
Ackman, founder and managing member of Pershing Square -- Target’s third-largest investor, with beneficial ownership of approximately 7.8 percent of its outstanding common stock -- said his decision to initiate the proxy fight to control five spots on the Minneapolis-based discounter’s board at its upcoming shareholder meeting was prompted after the retailer’s current directors declined to invite them to join the board.
After pressing for major changes at Target in recent months, such as selling off its credit card operations and spinning off the land under its stores to boost its stock, Ackman said the alternative slate of directors includes “highly qualified nominees with extensive experience in key areas of Target's business, including retail, credit cards and real estate. In contrast to Pershing Square's nominees, none of the incumbent nonexecutive directors of Target has comparable executive experience in the company's main lines of business.”
In addition to Ackman, the Manhattan-based Pershing Square will also nominate Michael Ashner, chairman/CEO of Winthrop Realty Trust; Jim Donald, a private investor and veteran senior retail executive who was most recently former CEO of Starbucks Corp.; Ronald Gilson, professor at Stanford Law School and Columbia Law School;, and Richard Vague, former CEO of First USA, Juniper Financial and Barclays Bank Delaware. If elected, Pershing Square's nominees will hold five of the 13 seats on Target’s board.
Speaking to the merits of Pershing Square's alternative slate, Ackman said, “We believe that our nominees will bring insight, accountability and fresh and relevant perspectives to the Target board. If elected, we believe they will substantially improve Target’s ability to navigate through the current economic environment while increasing shareholder value over the long term.”
Target fired back at Pershing Square and Ackman by calling the proxy contest "costly and disruptive." Instead, Target recommended that shareholders re-elect McDonald’s executive Mary Dillon, Wells Fargo chairman Richard Kovacevich, Telstra CEO Solomon Trujillo and George Tamke, a partner at private equity firm Clayton Dubilier & Rice.
Arguing that the re-election of its own four nominees is in the best interest of its shareholders, Target acknowledged that its nominating committee had considered endorsing Ackman as well as another Pershing Square nominee, but decided against it after careful consideration.
Ackman said Pershing Square has had no previous business relationships with the alternate nominees, all of whom he reiterated “are well qualified, highly experienced and…committed to working as independent fiduciaries to maximize Target's value. Each nominee's accomplishments and reputation speak for [themselves]. Their collective expertise is directly relevant to the businesses that will help Target build long-term value."
Pershing Square expects to file a preliminary proxy statement with the SEC in the coming weeks and, upon clearance by the SEC, distribute definitive copies of the proxy statement and proxy cards to shareholders of Target.
Shares of Target rose 5.6 percent Tuesday to close at $30.45, although the stock is down 12 percent year-to-date and 37 percent over the last year.