Target, Ackman battle comes to vote in Wisconsin

Thu May 28, 2009 1:01am EDT

Related Topics

* Target, Ackman face off at annual meeting

* Ackman seeking five seats on Target board

Waukesha, Wis. May 28 (Reuters) - One of the season's highest-profile proxy battles is being put to a vote on Thursday as activist investor William Ackman and Target Corp (TGT.N) face off at the retailer's annual meeting.

In an increasingly heated proxy contest, Ackman is seeking enough shareholder votes to win five seats on the retailer's board, while Target is running a slate of four incumbent directors.

Shareholders will also have to vote on the size of the board -- Target wants to set it at 12, while Ackman claims it should be 13.

Ackman, whose Pershing Square Capital Management has a 7.8 percent stake in the retailer, launched his proxy contest in March after Target rejected his proposal to spin off the land under its stores into a real estate investment trust to boost its stock price.

He has since said that he is running the proxy contest in order to add executives to Target's board who have expertise in credit cards, real estate and food retailing.

But Target contends he is seeking the seats simply as a way to push through his risky real estate transaction.

The proxy contest is seen as an unusual one because many analysts and investors have praised Target as a best-in-class retailer with a capable management team.

Target shares are up about 15 percent this year, while those of rival discounter Wal-Mart Stores Inc (WMT.N) are down 11.2 percent.

But some have acknowledged that Ackman, who is known for well-researched and often successful proxy battles, could bring a fresh perspective to its board and push the insular retailer to explore new business opportunities.

Ahead of the meeting, Ackman won the support of RiskMetrics, the leading shareholder advisory firm. It recommended Target shareholders vote to elect Ackman and former Starbucks Chief Executive Jim Donald to the board. Target disputed the RiskMetrics report, saying it contained statements that were "inaccurate or misleading."

Meanwhile, proxy advisory firm Glass Lewis & Co recommended that shareholders vote for all of Target's nominees, while Proxy Governance recommended that shareholders elect two of Ackman's five dissident board nominees. (Reporting by Nicole Maestri; Editing by Steve Orlofsky)

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