Target 2006 Annual Report Download - page 67

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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 9, 2007. 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 9, 2007, 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 9,
2007, 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
to be Issued Upon Weighted Average Remaining Available for
Exercise of Exercise Price of Future Issuance Under
Outstanding Options, Outstanding Equity Compensation Plans
Warrants and Rights Options, Warrants as of February 3, 2007
as of February 3, and Rights as of (Excluding Securities
2007 February 3, 2007 Reflected in Column (a))
Plan Category (a) (b) (c)
Equity compensation plans approved by
security holders 30,025,530(1) $41.95 42,974,387
Equity compensation plans not approved
by security holders — — —
Total 30,025,530 $41.95 42,974,387
(1) This amount includes 2,115,595 performance shares and RSU shares potentially issuable under our Long-Term Incentive Plan. According to
the existing plan provisions and compensation deferral elections, approximately 32 percent of these potentially issuable performance shares,
if and when earned, will be paid in cash or deferred through a credit to the deferred compensation accounts of the participants in an amount
equal to the value of any earned performance shares. The actual number of performance shares to be issued, cash to be paid, 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, of Target’s Proxy Statement to be filed on or about
April 9, 2007, 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 9, 2007, 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 9, 2007, is
incorporated herein by reference.
49
PART III