* Ackman, of Pershing Square, seeking 5 board seats
* Says keeping personal stake at least 5 yrs if wins seat
* Target shares unchanged after hours
(Updates stock, adds Pershing call for voting protocols)
By Nicole Maestri
SAN FRANCISCO, May 26 William Ackman of
Pershing Square Capital Management, fighting for seats on the
board of Target Corp (TGT.N), asked the retailer to allow its
250 largest shareholders to split their proxy votes between his
slate of dissident directors and its incumbent nominees.
Pershing Square, in a filing with the U.S. Securities and
Exchange Commission on Tuesday, suggested the two sides post a
letter online that the top 250 shareholders -- representing
more than 75 percent of Target's outstanding shares -- could
use to split their votes.
"That letter would confirm precisely which nominees each of
these shareholders seeks to support," Pershing Square stated.
Ackman runs Pershing Square Capital Management, which has
amassed a 7.8 percent stake in Target. He is seeking to win
five seats on the retailer's board at its annual meeting on May
28, while Target is running a slate of four incumbent
The board has 12 members. Ackman says it should have 13, an
issue that will be voted on at the meeting.
Ronald Gilson, one of Ackman's nominees, had requested in
April that the discount retailer use a single ballot for the
board election to allow shareholders to choose candidates from
both slates, rather than only being able to choose one group of
candidates or the other.
Target opposed the request, and has repeatedly called on
its shareholders to vote for its board nominees.
Earlier in the day, Ackman said that he would maintain his
personal investment in the retailer for at least five years if
he wins a seat on its board. Ackman said his personal stake in
Pershing Square IV, his fund that is exclusively invested in
Target, is now worth over $55 million.
"If I am elected to Target's board of directors, I pledge
to keep that stake invested in Target for the greater of five
years or my term on Target's board," Ackman said in a
VOTES STARTING TO COME IN
As the annual meeting approaches, Target and Ackman have
engaged in an increasingly vocal war of words, seeking to win
support for their rival slates.
The California Public Employees Retirement System, the
largest U.S. public pension fund, said on Friday it had voted
in favor of Target's nominees. It said it owns roughly 2.16
million Target shares, or less than 1 percent of the retailer's
Also last week, the State of Wisconsin Investment Board
said it voted in support of all of Target's nominees. It owns
roughly 2 million Target shares.
But some of Target's largest shareholders, including State
Street Global Advisors, Vanguard Group Inc, and a division of
Capital Group Cos, declined to comment on how they are voting
in the proxy contest.
Meanwhile, the Florida State Board of Administration voted
its roughly 2 million Target shares in favor of Ackman's slate.
Michael McCauley, its senior corporate governance officer, said
James Donald, a former Wal-Mart Stores Inc (WMT.N) supermarket
executive who is on Ackman's slate, could add value to Target's
Target shares were unchanged after-hours from their close
of $41.00 on the New York Stock Exchange.
(Reporting by Nicole Maestri; Additional reporting by Mihir
Dalal in Bangalore and Ross Kerber in Boston; Editing by Anil
D'Silva, Tim Dobbyn, Gary Hill)