8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 17, 2015

Target Corporation

(Exact name of registrant as specified in its charter)

Minnesota	1-6049	41-0215170
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1000 Nicollet Mall, Minneapolis, Minnesota 55403

(Address of principal executive offices, including zip code)

(612) 304-6073

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 17, 2015, Target Corporation announced that John J. Mulligan, executive vice president and chief financial officer, will move to the position of executive vice president and chief operating officer, effective September 1, 2015. Information on Mr. Mulligan’s background is contained in Target’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015.

Target also announced that Catherine R. Smith has been appointed to the position of executive vice president and chief financial officer, effective September 1, 2015.  Prior to joining Target, Ms. Smith, age 51, was executive vice president and chief financial officer of Express Scripts Holding Company, a pharmacy benefit manager, from February 2014 through December 2014, and executive vice president of strategy and chief financial officer for Walmart International, a division of Wal-Mart Stores, Inc., a discount retailer, from March 2010 through January 2014.

In connection with her appointment, Ms. Smith will receive an annual base salary of $725,000, will be eligible for a pro-rated annual cash incentive under Target’s Officer Short-Term Incentive Plan for fiscal 2015 with a target incentive opportunity of 80% of base salary, and will be granted stock-based awards under Target’s Amended and Restated 2011 Long-Term Incentive Plan having a target payout value of approximately $1.35 million.  These stock-based awards will consist of performance share units (75% of grant value) and performance based restricted stock units (25% of grant value), on terms consistent with the awards granted to Target’s other executive officers in January 2015.  In addition, to further align Ms. Smith’s compensation incentives with the other executive officers of Target, she will also be granted a stock settled Strategic Alignment Award with a target payout value of $1 million on terms consistent with the Strategic Alignment Awards granted to other executive officers in March 2015.  As an inducement to accept employment with Target, Ms. Smith will receive a cash signing bonus of $500,000 and be eligible for reimbursement of relocation expenses, both of which are subject to repayment in the event of voluntary termination or termination for cause within the first 36 months of employment.  Ms. Smith will be an “at-will” employee of Target and will have no specified term as chief financial officer.  She will be eligible for benefits under Target’s Officer Income Continuance Policy and other benefits available to executive officers generally.

Item 9.01.             Financial Statements and Exhibits.

(d)Exhibits.

(99)Target Corporation’s News Release dated August 17, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TARGET CORPORATION
Date: August 17, 2015	/s/ Timothy R. Baer
	Timothy R. Baer
	Executive Vice President, Chief Legal Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit	Description	Method of Filing
(99)	Target Corporation’s News Release dated August 17, 2015	Filed Electronically

EX-99

Exhibit 99

FOR IMMEDIATE RELEASE

Media Contact: Dustee Jenkins (612) 761-9537

Investor Contact: John Hulbert (612) 761-6627

Target Elevates John Mulligan to Newly Created Chief Operating Officer Role; Names Cathy Smith as Chief Financial Officer

MINNEAPOLIS (August 17, 2015) — Target Corporation (NYSE: TGT) today promoted John Mulligan to the newly created role of executive vice president and chief operating officer, effective Sept. 1. Mulligan will assume oversight of stores, supply chain and properties. Joining Target as executive vice president and chief financial officer will be Cathy Smith, a seasoned retail business leader. Both Mulligan and Smith will report to Target’s chairman and chief executive officer, Brian Cornell.

“John has unparalleled expertise in Target’s business and I am very pleased that he will be assuming this new leadership position. Bringing together key operations functions under John will put Target on a more progressive path to transformation and help us break down barriers to deliver improvements across our business,” said Cornell. “As our new CFO, Cathy brings significant business and retail expertise to Target. Her background will be integral to accelerating our long-term growth strategy.”

Mulligan has worked at the Minneapolis-based company since 1996, when he began as a financial analyst. He has served as the company’s chief financial officer since 2012. In 2014, he led the company as the retailer’s interim president and CEO from May to August while continuing to act as CFO. Throughout his tenure at Target, Mulligan has served in key leadership positions in finance and human resources, including director of Target.com Finance, director of Capital Investments, vice president of Pay and Benefits, vice president of Financial Planning and Analysis and senior vice president of Treasury and Accounting.

“Integrating operations will help further fuel Target’s transformation and as COO, I’ll prioritize driving improvements in the fundamental areas of our business and equipping the team to move quickly. By working strategically across the enterprise, we will build on the critical capabilities that will fuel Target’s differentiation in the marketplace. Achieving operational excellence is foundational to Target’s long-term success,” said Mulligan.

The company will report its second quarter financial results on Aug. 19 and host a conference call with investors where Cornell, Mulligan and Smith will participate. Mulligan will also serve as an advisor

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to Smith throughout her transition into the company and the role. Smith will formally join the company on Sept. 1, 2015.

“I have a tremendous amount of respect and admiration for the Target brand and the team behind it. I look forward to continuing Target’s strong record of financial management and playing an active role as Target makes gains on its long-term strategic plan,” said Smith.

Prior to joining Target, Smith served as executive vice president and chief financial officer at St. Louis-based Express Scripts, a Fortune 20 company and the nation’s largest pharmacy benefit manager with $100 billion in revenue. She has also held CFO positions at Walmart International, GameStop, and others. Cathy received her BA from the University of California, Santa Barbara and her MBA from the University of Southern California. As CFO at Target, Smith’s responsibilities will include treasury and tax; internal and external financial reporting and operations; financial planning and analysis; internal audit; investor relations; and Target’s financial and retail services business.

About Target

Minneapolis-based Target Corporation (NYSE: TGT) serves guests at 1,799 stores and at Target.com. Since 1946, Target has given 5 percent of its profit to communities, that giving equals more than $4 million a week. For more information, visit Target.com/Pressroom. For a behind-the-scenes look at Target, visit Target.com/abullseyeview or follow @TargetNews on Twitter.

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