UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No. __)

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TARGET CORPORATION

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PROXY STATEMENT

AND NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS

Wednesday, June 10, 2015 at 8:00 a.m. PDT

Bently Reserve
400 Sansome Street
San Francisco, California 94111

Dear Fellow Shareholder,

We are providing the enclosed proxy materials in preparation for our 2015 Annual MeetingNotice of Shareholders. At last year’s2017 annual meeting we were in a period of significant transition, and I am pleased to report that your Board and Company have made significant progress since that time. In particular:shareholders

We also experienced a significant transition at the Board level. After nearly 20 years of dedicated service, Jim Johnson, who had been our Lead Independent Director, will be retiring from our Board at the end of his current term. The Board is grateful to Jim for his leadership, wisdom and exemplary service.

In light of Jim’s retirement, the Board engaged in an in-depth process to select a new Lead Independent Director, and it is with a mix of honor and humility that I have agreed to take on this role. In this role I will work to support and enable the Board and management as we work to deliver on our responsibilities to our shareholders of continuing Target’s long history of profitable growth, great citizenship and shareholder responsiveness.

On behalf of the Board of Directors, I invite you to attend Target Corporation’s 2015 Annual Meeting of Shareholders. The accompanying proxy statement and 2014 Annual Report on Form 10-K contain information about:

We value your feedback and thank you for your continued support of Target.

Douglas M. Baker, Jr.

Lead Independent Director

2015 Proxy Statement│TARGET CORPORATION     3

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2015 Proxy Statement│TARGET CORPORATION     4

Wednesday, June 10, 201514, 2017

8:9:00 a.m. PacificEastern Daylight Time

Bently ReserveThe Westin Cincinnati located at 400 Sansome21 East 5th Street, San Francisco, California 94111
Cincinnati, Ohio 45202

TO OUR SHAREHOLDERSTo our shareholders,

You are invited to attend Target Corporation’s 2015 Annual Meeting2017 annual meeting of Shareholdersshareholders (Annual Meeting) to be held at Bently ReserveThe Westin Cincinnati located at 400 Sansome21 East 5th Street, San Francisco, California 94111Cincinnati, Ohio 45202 on Wednesday, June 10, 201514, 2017 at 8:9:00 a.m. PacificEastern Daylight Time.

PURPOSEPurpose

Shareholders will vote on the following items of business:

You may vote if you were a shareholder of record at the close of business onApril 13, 201517, 2017.. We hope you will be able to attend the Annual Meeting, but if you cannot do so, it is important that your shares be represented. If you plan to attend the meeting,Annual Meeting, please follow the instructions provided in Question 12 “How can I attend the Annual Meeting?” on page 8563 of the proxy statement.

Following the formal business of the meeting,Annual Meeting, our Chairman and CEOChief Executive Officer will provide prepared remarks, followed by a question and answer session.

We urge you to read the proxy statement carefully and to vote in accordance with the Board of Directors’ recommendations by telephone or Internet, or by signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided, whether or not you plan to attend the Annual Meeting.

Thank you for your continued support.

Sincerely,

Timothy R. Baer

Don H. Liu
Corporate Secretary	Approximate Date of Mailing of Proxy Materials or
	Notice of Internet Availability: April 27, 2015
	May 1, 2017

2015 Proxy Statement│

TARGET CORPORATION     5 2017 Proxy Statement

3

Table of Contents contents PROXY SUMMARY 8 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS 9 GENERAL INFORMATION ABOUT CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS 10 Corporate Governance Highlights 10 Our Directors 11 Board Leadership Structure 11 Management Evaluations and Succession Planning 12 Risk Oversight 12 Committees 13 Board and Shareholder Meeting Attendance 14 Director Independence 15 Policy on Transactions with Related Persons 15 Business Ethics and Conduct 16 Communications with Directors 16 ITEM ONE ELECTION OF DIRECTORS 17 Election and Nomination Process 17 Determining Board and Committee Composition 17 Board Evaluations and Refreshment 18 2015 Nominees for Director 19 STOCK OWNERSHIP INFORMATION 25 Stock Ownership Guidelines 25 Beneficial Ownership of Directors and Officers 27 Beneficial Ownership of Target’s Largest Shareholders 28 Section 16(a) Beneficial Ownership Reporting Compliance 28 COMPENSATION COMMITTEE REPORT 29 COMPENSATION DISCUSSION AND ANALYSIS 29 Introduction 29 Executive Summary 30 Our Performance Framework for Executive Compensation 37 Other Benefit Elements 44 Compensation Governance 45   2015 Proxy Statementsummary │5 Notice of internet availability of proxy materials 6 General information about corporate governance and the Board of Directors 7 Corporate governance highlights 7 Our directors 8 Board leadership structure 8 Committees 9 Committee composition and leadership 10 Risk oversight 11 Our capital allocation policy and priorities 12 Board’s role in management evaluations and management succession planning 13 Corporate responsibility and reputation 13 Board and shareholder meeting attendance 13 Director independence 13 Policy on transactions with related persons 14 Business ethics and conduct 14 Communications with directors and shareholder outreach 14 Item one     Election of directors 15 Election and nomination process 15 Determining board composition 15 Board evaluations and refreshment 16 2017 Nominees for director 17 Stock ownership information 24 Stock ownership guidelines 24 Beneficial ownership of directors and officers 26 Beneficial ownership of Target’s largest shareholders 27 Section 16(a) beneficial ownership reporting compliance 27 Human Resources & Compensation Committee Report 28 Compensation Discussion and Analysis 28 Introduction 28 Executive summary 29 Our performance framework for executive compensation 33 Other benefit elements 38 Compensation governance 39 Compensation tables 42 Summary compensation table 42 Grants of plan-based awards in fiscal 2016 44 Outstanding equity awards at 2016 fiscal year-end 45 Option exercises and stock vested in fiscal 2016 46 Pension benefits for fiscal 2016 46 Nonqualified deferred compensation for fiscal 2016 47 Potential payments upon termination or change-in-control 48 Table of potential payments upon termination or change-in-control 48 Director compensation 52 Equity compensation plan information 54 Advances of defense costs for certain litigation matters 54 Other voting items 55 Item two Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm 55 Item three Advisory approval of executive compensation (Say on Pay) 57 Item four Advisory approval of the frequency of Say on Pay votes 58 Item five Approval of the Target Corporation Executive Officer Cash Incentive Plan 59 Questions and answers about our Annual Meeting and voting 61 Appendix A Target Corporation Executive Officer Cash Incentive Plan 67 TARGET CORPORATION      2017 Proxy Statement 4 Back to Contents 6Proxy summary This summary highlights information described in other parts of this proxy statement and does not contain all of the information you should consider in voting. Please read the entire proxy statement carefully before voting. The Board of Directors of Target Corporation solicits the enclosed proxy for the 2017 Annual Meeting of Shareholders and for any adjournment thereof. Target 2017 annual meeting of shareholders Date june 14 2017 Time 9:00 a.m.Eastern Daylight Time Location The Westin Cincinnati 21 East 5th StreetCincinnati, Ohio 45202 Items of business Board’s Item Recommendation Election of 12 directors(page 15) FOReach Director Nominee Ratification of independent registered public accounting firm(page 55) FOR Advisory approval of executive compensation (“Say on Pay”)(page 57) FOR Advisory approval of the frequency of Say on Pay votes(page 58) 1 YEAR Approval of the Target Corporation Executive Officer Cash Incentive Plan(page 59) FOR Questions and answers about our Annual Meeting and voting We encourage you to review the “Questions and Answers About Our Annual Meeting and Voting” beginning on page 61 for answers to common questions on the rules and procedures surrounding the proxy and Annual Meeting process as well as the business to be conducted at our Annual Meeting. Admission at the Annual Meeting If you plan to attend the Annual Meeting in person, please see the information in Question 12 “How can I attend the Annual Meeting?” on page 63. We strongly encourage you to pre-register. If you plan to bring a guest or are attending as an authorized representative of a shareholder you must pre-register by June 9, 2017.Any person who does not present identification and establish proof of ownership will not be admitted to the Annual Meeting. Voting If you held shares of Target common stock as of the record date(April 17, 2017), you are entitled to vote at the Annual Meeting.  Your vote is important. Thank you for voting. TARGET CORPORATION 2017 Proxy Statement 5 Back to Contents COMPENSATION TABLES 49 Summary Compensation Table 49 Grants of Plan-Based Awards in Fiscal 2014 52 Outstanding Equity Awards at 2014 Fiscal Year-End 53 Option Exercises and Stock Vested in Fiscal 2014 55 Pension Benefits for Fiscal 2014 56 Nonqualified Deferred Compensation for Fiscal 2014 57 Potential Payments Upon Termination or Change-in-Control 59 Table of Potential Payments Upon Termination or Change-in-Control 60 Director Compensation 64 Equity Compensation Plan Information 67 Advances of Defense Costs for Certain Litigation Matters 67 OTHER VOTING ITEMS 68 Item Two Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm 68 Item Three Advisory Approval of Executive Compensation (“Say on Pay”) 70 Item Four Approval of Amended and Restated Target Corporation 2011 Long-Term Incentive Plan 72 Item Five Shareholder Proposal to Adopt a Policy for an Independent Chairman 79 Item Six Shareholder Proposal to Adopt a Policy Prohibiting Discrimination “Against” or “For” Persons 80 QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING AND VOTING 82 APPENDIX A RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES 88 APPENDIX B AMENDED AND RESTATED TARGET CORPORATION 2011 LONG TERM INCENTIVE PLAN 90 2015 Proxy Statement│TARGET CORPORATION     7 Back to Contents PROXY STATEMENT Annual Meeting of Shareholders June 10, 2015 Advance voting methods and deadlines   The Board of Directors of Target Corporation solicits the enclosed proxy for the 2015 Annual Meeting of Shareholders, and for any adjournment thereof. PROXY SUMMARY This summary highlights information described in other parts of this proxy statement, and does not contain all of the information you should consider in voting. Please read the entire proxy statement carefully before voting. TARGET 2015 ANNUAL MEETING OF SHAREHOLDERS June 10, 2015 Bently Reserve 8:00 a.m. Pacific Daylight Time 400 Sansome Street San Francisco, California 94111 Method  Internet  Telephone  Mail Instruction ITEMS OF BUSINESS BOARD’S ITEM RECOMMENDATION Election of 10 Directors (page 17) FOR● each Director Nominee Ratification of Independent Registered Public Accounting Firm (page 68) FOR Advisory Approval of Executive Compensation (page 70) FOR Approval of the Target Corporation Amended & Restated 2011 Long-Term Incentive Plan (page 72) FOR Shareholder Proposals, if Properly Presented (pages 79-81) AGAINST QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING AND VOTING We encourage you to review the “Questions and Answers About Our Annual Meeting and Voting” beginning on page 82 for answers to common questions on the rules and procedures surrounding the proxy and annual meeting process, as well as the business to be conducted at our Annual Meeting. ADMISSION AT THE MEETING If you plan to attend the Annual Meeting in person, please see the information in Question 12 “How can I attend the Annual Meeting?” on page 85. We strongly encourage you to pre-register. If you plan to bring a guest you must pre-register by June 5, 2015.Any person who does not present identification and establish proof of ownership will not be admitted to the Annual Meeting. 2015 Proxy Statement│TARGET CORPORATION     8 Back to Contents VOTING If you held shares of Target common stock as of the record date(April 13, 2015)you are entitled to vote at the Annual Meeting. Your vote is important. Thank you for voting. ADVANCE VOTING METHODS AND DEADLINES METHOD INSTRUCTION DEADLINE Internet •Go to website identified on proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials •  Enter Control Number on proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials •  Follow instructions on the screen Internet and telephone voting are available 24 hours a day, seven days a week up to these deadlines: •Registered Shareholders or Beneficial Owners –11:59 p.m. Eastern Daylight Time on June 9, 2015 •Participants in the Target 401(k) Plan – 6:00 a.m. Eastern Daylight Time on June 8, 2015 Telephone •  Call the toll-free number identified on the enclosed proxy card or voter instruction form or, after viewing the proxy materials on the website provided in your Notice of Internet Availability of Proxy Materials, call the toll-free number for telephone voting identified on the website •  Enter Control Number on the proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials •  Follow the recorded instructions Mail •  Mark your selections on the enclosed proxy card or voter instruction form •  Date and sign your name exactly as it appears on the proxy card or voter instruction form •  Promptly mail the proxy card or voter instruction form in the enclosed postage-paid envelope Return promptly to ensure proxy card or voter instruction form is received before the date of the Annual Meeting or, for participants in the Target 401(k) Plan, by 6:00 a.m. Eastern Daylight Time on June 8, 2015 If you received a Notice of Internet Availability of Proxy Materials and would like to vote by mail, you must follow the ● Enter Control Number on proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials ● Follow instructions on the Notice to request a written copy ofscreen ● Call the proxy materials, which will include atoll-free number identified on the enclosed proxy card or voter instruction form. Anyform or, after viewing the proxy may be revoked at any time prior to its exercise atmaterials on the Annual Meeting. Please see the informationwebsite provided in Question 3 “What is a proxy and what is a proxy statement?” on page 82. VOTING AT THE MEETING All registered shareholders may vote in person at the Annual Meeting. Beneficial owners may vote in person at the Annual Meeting if they have a legal proxy. Please see the information in Question 6 “How do I vote?” on page 82. In either case, shareholders wishing to attend the meeting must follow the procedures under “Admission at the Meeting.” NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS Importantyour Notice Regarding theof Internet Availability of Proxy Materials, call the toll-free number for telephone voting identified on the website ● Enter Control Number on the proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials ● Follow the recorded instructions ● Mark your selections on the enclosed proxy card or voter instruction form ● Date and sign your name exactly as it appears on the proxy card or voter instruction form ● Promptly mail the proxy card or voter instruction form in the enclosed postage-paid envelope Deadline Internet and telephone voting are available 24 hours a day, seven days a week up to these deadlines: ● Registered Shareholders Meeting to be heldor Beneficial Owners –11:59 p.m. Eastern Daylight Time on June 10, 2015.13, 2017 ● Participants in the Target 401(k) Plan – 6:00 a.m. Eastern Daylight Time on June 12, 2017 Return promptly to ensure proxy card or voter instruction form is received before the date of the Annual Meeting or, for participants in the Target 401(k) Plan, by 6:00 a.m. Eastern Daylight Time on June 12, 2017 If you received a Notice of Internet Availability of Proxy Materials and would like to vote by mail, you must follow the instructions on the Notice to request a written copy of the proxy materials, which will include a proxy card or voter instruction form. Any proxy may be revoked at any time prior to its exercise at the Annual Meeting. Please see the information in Question 3 “What is a proxy and what is a proxy statement?” on page 61. Voting at the Annual Meeting All registered shareholders may vote in person at the Annual Meeting. Beneficial owners may vote in person at the Annual Meeting if they have a legal proxy. Please see the information in Question 6 “How do I vote?” on page 61. In either case, shareholders wishing to attend the Annual Meeting must follow the procedures in Question 12 “How can I attend the Annual Meeting?” on page 63. Notice of internet availability of proxy materials Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be held on June 14, 2017. The proxy statement and annual report are available at www.proxyvote.com.   The proxy statement and annual report are available atwww.proxyvote.com. 2015 Proxy Statement│ TARGET CORPORATION     9 2017 Proxy Statement 6 Back to Contents GENERAL INFORMATION ABOUT CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS CORPORATE GOVERNANCE HIGHLIGHTS At Target, we have actively supported strong corporate governance practices for decades. Our Board of Directors recognizes that our corporate governance practices must continually evolve to appropriately balance the interests of our stakeholders in order to effectively serve our guests, team members, shareholders and the communities in which we do business. Supporting that philosophy, we have adopted a balanced set of corporate governance practices, including: MORE PRACTICE DESCRIPTION INFORMATION BOARD COMPOSITION AND ACCOUNTABILITY Independence A majority of our directors must be independent. Currently, all of our directors other than our CEO are independent, and all of our Committees consist exclusively of independent directors. Diversity of Relevant Experiences The composition of our Board represents broad perspectives, experiences and knowledge relevant to our business while maintaining a balanced approach to gender and ethnic diversity. Lead Independent Director Our Corporate Governance Guidelines require a Lead Independent Director position with specific responsibilities to ensure independent oversight of management whenever our CEO is also the Chair of the Board. The Lead Independent Director is elected annually by the independent directors. Annual Management Succession Planning Review Our Board conducts an annual review of management development and succession planning, with the Nominating & Governance Committee coordinating the Board’s review of CEO succession planning. Director Tenure Policies Our director tenure policies include mandatory retirement at age 72, a maximum term limit of 20 years and a separate five-year term limit for directors who retire from active employment in order to ensure the Board regularly benefits from a balanced mix of perspectives and experiences. In addition, a director is required to submit an offer of resignation for consideration by the Board upon any change in the director’s principal employment. Director Overboarding Policy Any director who is not serving as CEO of a public company is expected to serve on no more than five public company boards (including our Board), and any director serving as a CEO of a public company is expected to serve on no more than two outside public company boards (including our Board). Committee Membership and Leadership Rotations The Board appoints members of its Committees on an annual basis, with the Nominating & Governance Committee reviewing and recommending Committee membership, and assignments rotate periodically. The guideline for rotating Committee chair assignments and the Lead Independent Director position is four to six years. Board Evaluations and Board Refreshment To enhance Board functioning and the effectiveness of the Board-management relationship for the benefit of Target and its shareholders, the Board regularly evaluates its performance through self-evaluations, corporate governance reviews and periodic charter reviews. Those evaluations, changes in our business strategy or operating environment and the future needs of the Board in light of anticipated director retirements are used to identify desired backgrounds and skillsets for future Board members. Risk Oversight During 2014, we clarified and enhanced existing practices to provide more transparency about how risk oversight is exercised at the Board and Committee levels, and reallocated and clarified risk oversight responsibilities among the Committees. SHAREHOLDER RIGHTS Annual Election of Directors All directors are elected annually, which reinforces our Board’s accountability to shareholders. Majority Voting Standard for Director Elections Our Articles of Incorporation mandate that directors be elected under a “majority voting” standard in uncontested elections—each director must receive more votes “For” his or her election than votes “Against” in order to be elected. Director Resignation Policy An incumbent director who is not re-elected must promptly offer to resign. The Nominating & Governance Committee will make a recommendation on the offer and the Board must accept or reject the offer within 90 days and publicly disclose its decision and rationale. Single Voting Class Target common stock is the only class of voting shares outstanding. 10% Threshold for Special Meetings Shareholders holding 10% or more of Target’s outstanding stock have the right to call a special meeting of shareholders. No Poison Pill We do not have a poison pill. COMPENSATION Follow Leading Practices See “Target’s Executive Compensation Practices.” 2015 Proxy Statement│TARGET CORPORATION     10 Back to Contents OUR DIRECTORS                                 NAME   AGE   DIRECTOR SINCE   COMPANY   TITLE   INDEPENDENT   OTHER CURRENT PUBLIC COMPANY BOARDS     Roxanne S. Austin   54   2002   Austin Investment Advisers   President   Yes   4     Douglas M. Baker, Jr.   56   2013   Ecolab Inc.   Chairman & CEO   Yes   2     Brian C. Cornell   56   2014   Target Corporation   Chairman & CEO   No   1     Calvin Darden   65   2003   Darden Putnam Energy & Logistics, LLC   Chairman   Yes   2     Henrique De Castro   49   2013   Yahoo! Inc. (Until January 2014)   Former COO   Yes   0     Mary E. Minnick   55   2005   Lion Capital   Partner   Yes   2     Anne M. Mulcahy   62   1997   Save The Children Federation, Inc.   Chairman of the Board of Trustees   Yes   3     Derica W. Rice   50   2007   Eli Lilly and Company   EVP, Global Services and CFO   Yes   0     Kenneth L. Salazar   60   2013   WilmerHale   Partner   Yes   0     John G. Stumpf   61   2010   Wells Fargo & Company   Chairman, President & CEO   Yes   2                                 BOARD LEADERSHIP STRUCTURE Mr. Cornell leads the Board in his role as Chairman. Mr. Cornell is also the Chief Executive Officer. We do not have an express policy as to whether the roles of Chair of the Board and Chief Executive Officer should be combined or separated. Instead, the Board prefers to maintain the flexibility to determine which leadership structure best serves the interests of Target based on the circumstances. However, if the Chair/CEO roles are combined as they are currently, our Corporate Governance Guidelines require that we have a Lead Independent Director position to complement the Chair’s role, and to serve as the principal liaison between the non-management directors and the Chair. Doug Baker currently serves as our Lead Independent Director. The Board regularly reevaluates our Board leadership structure as part of the Board evaluation process described under “Board Evaluations” on page 18. During the past year the Board supplemented its review of its leadership structure with the assistance of a third-party organizational consultant. The additional review was primarily driven by two events. First, a shareholder proposal at our 2014 Annual Meeting requesting that we adopt a policy to have an independent chairman received approximately 46% support of the shares voted. Second, we hired a new CEO. At the time the Board was engaged in its comprehensive CEO search, the Board made it clear that a decision of whether to combine the Chair and CEO roles would be candidate-specific. The Board concluded that Mr. Cornell’s 30 years of relevant experience, including his CEO and public company board experience, provide the proper leadership qualifications and sensitivity to the different roles of management and the Board. The Board worked directly with the third-party organizational consultant to review its leadership structure, organization and functioning in arriving at an optimal leadership structure. This review included discussion of the academic studies that compare an independent chair model with a combined chair/CEO model and the attributes necessary in a Lead Independent Director to foster strong independent leadership if the chair/CEO roles are combined. The Board’s decision to offer Mr. Cornell both the Chairman and CEO positions is also expected to serve Target’s goals by allowing Mr. Cornell to coordinate the development, articulation and execution of a unified strategy at the Board and management levels. The Board has maintained its view that Target should have the flexibility to determine whether to combine or separate the roles of chair and CEO. Through our shareholder engagement meetings following Mr. Cornell’s appointment, we concluded that, although shareholders expressed different views on their preferred leadership structure, there was no prevailing theme on a preferred structure for Target Corporation. The Board is committed to continuing to seek shareholder feedback on its approach as part of its ongoing shareholder outreach efforts, and will continue to reassess its approach to this issue on a regular basis. 2015 Proxy Statement│TARGET CORPORATION     11 Back to Contents LEAD INDEPENDENT DIRECTOR – DOUGLAS M. BAKER, JR. Annual Election:Elected annually by the independent, non-management directors. General information about corporate governance and the Board of Directors Corporate governance highlights Practice Description More information Board composition and accountability Regular Duties: • Has the authority to convene meetings of the Board and executive sessions consisting solely of independent directors at every meeting; • Presides at all meetings of the Board of Directors at which the Chair is not present, including executive sessions of independent directors; • Conducts the annual performance reviews of the CEO, with input from the other independent directors, and serves as the primary liaison between the CEO and the independent directors; • Provides insights to the Compensation Committee as it annually reviews the performance of the CEO as it relates to all elements of compensation; • Approves meeting schedules, agendas and the information furnished to the Board to ensure that the Board has adequate time and information for discussion; • Is expected to engage in consultation and direct communication with major shareholders as appropriate; • Coordinates with the CEO to establish minimum expectations for non-management directors to consistently monitor Target’s retail operations and those of our competitors; and • Consults with the Nominating & Governance Committee regarding Board and Committee composition, Committee chair selection, the annual performance review of the Board and its Committees, director succession planning, management evaluation, and senior management succession planning. Service:As a guideline, the Lead Independent Director should serve in that capacity for no more than four to six years.   Independence A majority of our directors must be independent. Currently, all of our directors other than our CEO are independent, and all of our Committees consist exclusively of independent directors. Diversity The composition of our Board represents broad perspectives, experiences and knowledge relevant to our business while maintaining a balanced approach to gender and ethnic diversity. MANAGEMENT EVALUATIONS AND SUCCESSION PLANNING One Lead Independent Director Our Corporate Governance Guidelines require a Lead Independent Director position with specific responsibilities to ensure independent oversight of management whenever our CEO is also the Chair of the primary responsibilitiesBoard. The Lead Independent Director and the Chair of the Board is to ensure that Target has a high-performing management team in place. Onare elected annually by the independent directors. Management Succession Planning Review Our Board conducts an annual basis, the Board conducts a detailed review of management development and succession planning, activities to maximize the pool of internal candidates who can assume top management positions without undue interruption. The independent directors, ledwith more frequent reviews conducted by the Lead Independent Human Resources & Compensation Committee. Director reviewTenure Policies Our director tenure policies include mandatory retirement at age 72 and a maximum term limit of 20 years in order to ensure the Board regularly benefits from a balanced mix of perspectives and experiences. In addition, a director is required to submit an offer of resignation for consideration by the Board upon any change in the director’s principal employment. Director Overboarding Policy Any director who is not serving as CEO succession planning,of a public company is expected to serve on no more than five public company boards (including our Board), and ensure that managementany director serving as a CEO of a public company is evaluated regularlyexpected to serve on no more than two outside public company boards (including our Board). Committee Membership and that senior management succession planning reviews are conducted at least annually, either byLeadership Rotations The Board appoints members of its Committees on an annual basis, with the Nominating & Governance Committee reviewing and recommending Committee membership, and assignments rotate periodically. The guideline for rotating Committee Chair assignments and the Lead Independent Director position is four to six years. Board Evaluations and Board Refreshment The Board regularly evaluates its performance through self-evaluations, corporate governance reviews and periodic Charter reviews. Those evaluations, along with assessments of changes in our business strategy or operating environment and the independent directors as a group. During the past year,future needs of the Board conducted a comprehensive search with the assistancein light of a third-party executive leadership consultant that resulted in Brian Cornell becoming our Chairmananticipated director retirements, are used to identify desired backgrounds and CEO. Prior to hiring Mr. Cornell, theskill sets for future Board appointed an experienced executive from our pool of internal candidates, John Mulligan, our Chief Financial Officer, to serve in the additional capacities of Interim President & CEO. The quality leadership provided by Mr. Mulligan during that interim period allowed the Board sufficient time to ensure that its comprehensive search resulted in hiring the right candidate to lead Target. members. RISK OVERSIGHT The primary responsibility for the identification, assessment and management of the various risks that we face belongs with management. The Board’s oversight of these risks occurs as an integral and continuous part of the Board’s oversight of our business. For example, our principal strategic risks are reviewed as part of the Board’s regular discussion and consideration of our strategy, and the alignment of specific initiatives with that strategy. Similarly, at every meeting the Board reviews the principal factors influencing our operating results, including the competitive environment, and discusses with our senior executive officers the major events, activities and challenges affecting their respective functional areas. The Board’s ongoing oversight of risk also occurs at the Board Committee level on a more focused basis. Given the evolving environment around risk oversight, during 2014 we embarked on a comprehensive review of risk oversight at the management, Board and Committee levels, with the assistance of a third-party strategy, risk management and regulatory compliance consultant. As a result of that comprehensive review, in January 2015 we clarified and enhanced existing practices to provide more transparency about Risk Oversight We disclose how risk oversight is exercised at the Board and Committee levels. In addition, we reallocatedlevels and clarifiedhow risk oversight responsibilities are allocated among the Committees, most notablyCommittees. Capital Allocation Policies and Priorities We disclose our capital allocation policies and priorities and how they are overseen by elevating the Board and its Committees. Shareholder rights Annual Election of Directors All directors are elected annually, which reinforces our Board’s accountability to shareholders. Majority Voting Standard for Director Elections Our Articles of Incorporation mandate that directors be elected under a “majority voting” standard in uncontested elections—each director must receive more votes “For” his or her election than votes “Against” in order to be elected. Director Resignation Policy An incumbent director who is not re-elected must promptly offer to resign. The Nominating & Governance Committee will make a recommendation on the offer, and the Board must accept or reject the offer within 90 days and publicly disclose its decision and rationale. Proxy Access We allow each shareholder, or a group of up to 20 shareholders, owning 3% or more of Target common stock continuously for at least three years, to nominate and include in our proxy materials director nominees constituting up to the greater of 20% of the Board of Directors or at least two directors. Single Voting Class Target common stock is the only class of voting shares outstanding. 10% Threshold for Special Meetings Shareholders holding 10% or more of Target’s outstanding stock have the right to call a special meeting of shareholders. No Poison Pill We do not have a poison pill. Compensation Follow Leading Practices See “Target’s Executive Compensation Practices.” TARGET CORPORATION 2017 Proxy Statement 7 Back to Contents Our directors                         Other current                         public         Director               company Name   Age   since   Company   Title   Independent   boards Roxanne S. Austin   56   2002   Austin Investment Advisors   President   Yes   3 Douglas M. Baker, Jr.   58   2013   Ecolab Inc.   Chairman & CEO   Yes   2 Brian C. Cornell   58   2014   Target Corporation   Chairman & CEO   No   1 Calvin Darden   67   2003   Darden Putnam Energy & Logistics, LLC   Chairman   Yes   1 Henrique De Castro   51   2013   Yahoo! Inc. (Until January 2014)   Former COO   Yes   0 Robert L. Edwards   61   2015   AB Acquisition LLC (Albertsons/Safeway) (Until April 2015)   Former President & CEO   Yes   1 Melanie L. Healey   56   2015   The Procter & Gamble Company (Until December 2014)   Former Group President, North America   Yes   2 Donald R. Knauss   66   2015   The Clorox Company (Until June 2015)   Former Executive Chairman   Yes   2 Monica C. Lozano   60   2016   U.S. Hispanic Media, Inc. (Until January 2016)   Former Chairman   Yes   1 Mary E. Minnick   57   2005   Lion Capital LLP   Partner   Yes   0 Anne M. Mulcahy(1)   64   1997   Save The Children Federation, Inc.   Former Chair of the Board of Trustees   Yes   3 Derica W. Rice   52   2007   Eli Lilly and Company   EVP, Global Services & CFO   Yes   0 Kenneth L. Salazar   62   2013   WilmerHale   Partner   Yes   0 (1) Ms. Mulcahy will retire from the Board when her current term ends at the Annual Meeting in connection with our mandatory retirement policy. Board leadership structure We do not have an express policy as to whether the roles of Chair of the Board and Chief Executive Officer (CEO) should be combined or separated. Instead, the Board prefers to maintain the flexibility to determine which leadership structure best serves the interests of Target and our shareholders based on the evolving needs of the company. We currently have a combined Chair/CEO leadership structure. The Board regularly reevaluates our Board leadership structure as part of the Board evaluation process described under “Board Evaluations and Refreshment” on page 16 and also considers shareholder feedback on the topic. As a result of its most recent evaluation, the Board decided to continue having Mr. Cornell serve as both Chairman and CEO to allow him to coordinate the development, articulation and execution of a unified strategy at the Board and management levels. Where the Chair/CEO roles are combined as they are currently, our Corporate Governance Guidelines require that we have a Lead Independent Director position to complement the Chair’s role, and to serve as the principal liaison between the non-management directors and the Chair. Mr. Baker currently serves as our Lead Independent Director, providing effective, independent leadership of our Board through his clearly defined and robust set of roles and responsibilities. Our Corporate Governance Guidelines require that both the Chairman and Lead Independent Director be elected annually by the independent, non-management directors, which ensures that the leadership structure is reviewed at least annually. The Board is committed to continuing to seek shareholder feedback on its approach as part of its ongoing shareholder outreach efforts, and will continue to reassess its Board leadership structure on a regular basis. Douglas M. Baker, Jr. Lead independent director Regular duties: Has the authority to convene meetings of the Board and executive sessions consisting solely of independent directors at every meeting; Presides at all meetings of the Board of Directors at which the Chair is not present, including executive sessions of independent directors; Conducts the annual performance reviews of the CEO, with input from the other independent directors, and serves as the primary liaison between the CEO and the independent directors; Provides insights to the Human Resources &Compensation Committee as it annually reviews the performance of the CEO for purposes of all elements of the CEO’s compensation; Approves meeting schedules, agendas and the information furnished to the Board to ensure that the Board has adequate time and information for discussion; Is expected to engage in consultation and direct communication with major shareholders, as appropriate; Coordinates with the CEO to establish minimum expectations for non-management directors to consistently monitor Target’s retail operations and those of our competitors; and Consults with the Nominating &Governance Committee regarding Board and Committee composition, Committee Chair selection, the annual performance review of the Board and its Committees, and director succession planning. Annual election: Elected annually by the independent, non-management directors. Service: As a guideline, the Lead Independent Director should serve in that capacity for no more than four to six years. TARGET CORPORATION 2017 Proxy Statement 8 Back to Contents Committees The Board has the following Committees and Committee composition as of the date of this proxy statement. All members of each Committee are independent directors. Each Committee operates under a written Charter, a current copy of which is available on our company website, as described in Question 14 on page 65. Audit & Finance Committee(1) Responsibilities Assists the Board in overseeing our financial reporting process, including the integrity of our financial statements and internal controls, the independent auditor’s qualifications and independence, performance of our internal audit function and approval of transactions with related persons Prepares the “Report of the Audit &Finance Committee” on page 56 and performs the duties and activities described in that report Discusses with management our positions with respect to income and other tax obligations Reviews with management our risk assessment and management policies and our major financial, accounting and compliance risk exposures; conducts a joint meeting annually with the Risk &Compliance Committee to review legal and regulatory risk and compliance matters Assists the Board in overseeing our financial policies, financial condition, including our liquidity position, funding requirements, ability to access the capital markets, interest rate exposures and policies regarding return of cash to shareholders Committee members Mr. Rice (Chair) Ms. Lozano Ms. Minnick Number of meetings during fiscal 2016 7 (1) The Board of Directors has determined that all members of the Audit &Finance Committee satisfy the applicable audit committee independence requirements of the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC). The Board also determined that all members have acquired the attributes necessary to qualify them as “audit committee financial experts” as defined by applicable SEC rules. The determination for each of Ms. Lozano and Mr. Rice was based on past experiences as a principal financial officer, principal accounting officer, controller, public accountant or auditor, or actively supervising a person holding one of those positions. For Ms. Minnick, the determination was based on her experience with analyzing the financial statements and financial performance of portfolio companies of Lion Capital. Human Resources &Compensation Committee(2) Responsibilities Reviews our compensation philosophy, selection and relative weightings of different compensation elements to balance risk, reward and retention objectives and the alignment of incentive compensation performance measures with our strategy Determines the composition and value of non-CEO executive officer compensation and makes recommendations with respect to CEO compensation to the independent members of the Board, who collectively have final approval authority Reviews the compensation provided to non-management directors and makes recommendations to the independent members of the Board Prepares the “Human Resources &Compensation Committee Report” on page 28 Oversees risks associated with our compensation policies and practices, and annually reviews with its compensation consultant whether those policies and practices create material risks to Target Oversees management development, evaluation and succession planning Committee members Ms. Mulcahy (Chair) Ms. Austin Mr. Darden Mr. De Castro Ms. Healey Mr. Knauss Number of meetings during fiscal 2016 4 (2) The Board of Directors has determined that all members of the Human Resources & Compensation Committee satisfy the applicable compensation committee independence requirements of the NYSE and the SEC. Nominating &Governance Committee Responsibilities Oversees our corporate governance practices Leads director succession planning and identifies individuals qualified to become Board members Makes recommendations, in consultation with the Lead Independent Director, on overall composition of the Board, its Committees, and the selection of the Committee Chairs and the Lead Independent Director Leads the annual self-evaluation performance review of the Board and its Committees in consultation with the Lead Independent Director Oversees policies and practices regarding public advocacy and political activities Periodically reviews our Committee Charters and Corporate Governance Guidelines Committee members Mr. Baker (Chair) Mr. Darden Mr. Knauss Ms. Lozano Number of meetings during fiscal 2016 3 TARGET CORPORATION 2017 Proxy Statement 9 Back to Contents Risk &Compliance Committee Responsibilities Assists the Board in overseeing management’s identification and evaluation of our principal operational, business and compliance risks, including our risk management framework and the policies, procedures and practices employed to manage risks Oversees and monitors the effectiveness of our business ethics and compliance program Supports the Audit & Finance Committee in oversight of compliance with legal and regulatory requirements Committee members Mr. Salazar (Chair) Ms. Austin Mr. Baker Mr. Edwards Ms. Mulcahy Mr. Rice Number of meetings during fiscal 2016 5 Infrastructure & Investment Committee Responsibilities Assists the Board in overseeing our investment activity, including alignment of investments with our strategy and evaluating the effectiveness of investment decisions Oversees management’s resource allocation plans regarding infrastructure requirements Reviews management’s plans for business development, business acquisitions and other significant business relationships, including alignment of opportunities with our strategic objectives, expected return on investment and post-acquisition integration and performance of acquired businesses Committee members Mr. Edwards (Chair) Mr. De Castro Ms. Healey Ms. Minnick Mr. Salazar Number of meetings during fiscal 2016 3 Committee composition and leadership The Board appoints members of its Committees on an annual basis, with the Nominating & Governance Committee reviewing and recommending Committee membership, and assignments rotate periodically. The following considerations provide the framework for determining Committee composition and leadership: ● The guideline for rotating Committee Chair assignments is four to six years, and six to twelve months before the date of a director’s anticipated retirement from the Board; ● The Board seeks to have directors on two to three Committees; ● The Board considers a number of factors in deciding Committee composition, including individual director experience and qualifications, prior Committee experience and increased time commitments for directors serving as a Committee Chair or Lead Independent Director; ● By virtue of the position, the Lead Independent Director is a member of the Nominating & Governance Committee; and ● To enhance risk oversight role ofcoordination, each Committee Chair serves on the Corporate Risk & Responsibility Committee (formerly known as the Corporate Responsibility Committee). Compliance Committee. As part of the Nominating & Governance Committee’s annual review, in November 2016 Roxanne Austin was added to the Human Resources & Compensation Committee with the intention that she will become Chair of the Human Resources & Compensation Committee when Anne Mulcahy retires from the Board when her current term ends at the Annual Meeting. TARGET CORPORATION 2017 Proxy Statement 10 Back to Contents Risk oversight A summary of the allocation of general risk oversight functions among management, the Board and its Committees is as follows:   Board of Directors Continuous oversight of overall risks, with emphasis on strategic risks, as well as reputation and corporate social responsibility efforts Audit & Finance Committee Financial reporting, internal controls and financial risks Risk & Compliance Committee Principal operating, business, and compliance risks, including information security and incident response Human Resources & Compensation Committee Compensation policies, practices and incentive-related risks, organizational talent and culture, and management succession risks Nominating & Governance Committee Governance structure, Board succession and public policy engagement risks Infrastructure & Investment Committee Risks related to capital expenditures, major expense commitments and infrastructure needs Management Identification, assessment and management of risks The primary responsibility for the identification, assessment and management of the various risks that we face belongs with management. At the management level, risks are prioritized and assigned to senior leaders based on the risk’s relationship to the leader’s business area and focus. Those senior leaders develop plans to address the risks and measure the progress of risk management efforts. Our Chief Risk & Compliance Officer provides centralized oversight of Target’s enterprise risk management program. Our Chairman and CEO and his direct reports meet regularly with the Chief Risk & Compliance Officer to identify, assess and manage risks facing the business. In addition, the Chief Risk & Compliance Officer and other enterprise risk management team members regularly meet with leaders of business areas to inform, coordinate and manage the enterprise risk management program. The Board’s oversight of these risks occurs as an integral and continuous part of the Board’s oversight of our business and seeks to ensure that management has in place processes to deal appropriately with risk. For example, our principal strategic risks are reviewed as part of the Board’s regular discussion and consideration of our strategy, and the alignment of specific initiatives with that strategy. Similarly, at every meeting the Board reviews the principal factors influencing our operating results, including the competitive environment, and discusses with our senior executive officers the major events, activities and challenges affecting the company. The Board’s ongoing oversight of risk also occurs at the Board Committee level on a more focused basis. To help coordinate the oversight of different risks, each Committee Chair is a member of the Risk & Compliance Committee. The Chief Risk & Compliance Officer annually presents an overview of the enterprise risk management program to the Board’s Risk & Compliance Committee and provides them with regular updates on the program and status of key risks facing the business. In addition, the Risk & Compliance Committee and Audit & Finance Committee annually conduct a joint meeting to review legal and regulatory risk and compliance matters.   RESPONSIBLE PARTY GENERAL DESCRIPTION OF RISK OVERSIGHT FUNCTION Management Identification, assessment and management of risks Board of Directors Continuous oversight of overall risks, with emphasis on strategic risks Audit Committee Financial reporting and internal control risks Compensation Committee Compensation policies, practices and incentive-related risks Nominating & Governance Committee Board and management succession risks Corporate Risk & Responsibility Committee Operating, business, compliance and reputational risks, including information security and technology Finance Committee Financial risks, including liquidity and capital markets risk 2015 Proxy Statement│TARGET CORPORATION     12 2017 Proxy Statement 11 Back to Contents Our capital allocation policy and priorities Three capital allocation priorities Development and execution of our capital allocation policy are primarily the responsibility of our management and are overseen by the Board and its Committees. Our management follows a disciplined and balanced approach to capital allocation based on the following priorities, ranked in order of importance: Priorities Description 1. Investing in our Business Fully invest in opportunities to grow our business profitably, create sustainable long-term value, and maintain our current operations and assets 2. Annual Dividend Maintain a competitive quarterly dividend and seek to grow it annually 3. Share Repurchase Return excess cash to shareholders by repurchasing shares within the limits of our credit rating goals Dividend and share repurchase philosophy Our business generates more cash than we currently need to fully invest in the growth and long-term health of our business, so we return excess cash to shareholders through an appropriate balance between dividends and share repurchase. We believe that both dividends and share repurchases serve important purposes. We believe that our dividend should be competitive, reliable and sustainable. We also believe that share repurchase is the most effective way to return any excess cash to shareholders after we have met our other priorities of fully investing in our business and maintaining a competitive dividend, because it allows shareholders to redeploy the cash as they choose, while providing us with appropriate flexibility to respond to changes in our operating performance and investment opportunities. For example, we suspended all share repurchase activity for a period from the middle of 2013 through early 2015 in response to changes in our operating performance, but we continued to invest in our business, maintained our quarterly dividend and grew our annual dividend during the entire period. Capital allocation oversight The Board of Directors and its Committees share responsibility for overseeing capital allocation among our three capital allocation priorities: Responsible party General oversight area Description of responsibilities Board of Directors All Capital Allocation Priorities ● Balance three main priorities appropriately for the growth and long-term health of our business and shareholders ● Review annual and long-term capital and operating plans, including planned share repurchase activities ● Authorize dividends and share repurchase programs Infrastructure & Investment Committee Investing in Our Business ● Monitor the overall level of investments in opportunities to create sustainable long-term value ● Review alignment of investments with our strategies ● Evaluate effectiveness of investments in achieving appropriate returns Audit & Finance Committee Annual Dividend and Share Repurchase Priorities ● Oversee liquidity to support operations and investments ● Evaluate capacity for and competitiveness of annual dividends ● Monitor execution of share repurchase activity ● Review management’s credit rating goals ● Provide recommendations to full Board on amount of dividends and share repurchase authorization levels Human Resources & Compensation Committee Compensation Effects of All Capital Allocation Priorities ● Consider effects of our capital allocation strategy during compensation plan design and goal-setting process ● Receive regular performance updates ● Retain ability to use discretion to adjust payouts where extraordinary circumstances occur The mix of responsibilities between the Board of Directors and its Committees ensures that we are fully investing in the growth and long-term health of our business and pursuing our strategic priorities. In addition, it ensures that distribution of any cash remaining after investing our business is in the best interests of shareholders and without unintended consequences. TARGET CORPORATION 2017 Proxy Statement 12 Back to Contents Board’s role in management evaluations and management succession planning One of the primary responsibilities of the Board is to ensure that Target has a high-performing management team in place. On an annual basis, the Board conducts a detailed review of management development and succession planning activities to maximize the pool of internal candidates who can assume top management positions without undue interruption. In addition to the annual review, the Human Resources & Compensation Committee conducts regular reviews of talent development and succession planning activities with a deeper focus than the full Board review, emphasizing career development of promising management talent. Corporate responsibility and reputation Target recognizes that environmental, social and governance issues are of increasing importance to many investors. We have a longstanding dedication to improving the communities where we operate. We know that working together with our team members, guests, suppliers and communities creates better outcomes on issues that matter to us all. Corporate social responsibility is an enterprise-wide commitment informed by and integrated into our business strategy. We are especially proud that since 1946, we have given 5 percent of our profit to communities. Our Board of Directors monitors and supports corporate responsibility efforts, and we publish an annual Corporate Social Responsibility Report, which uses the Global Reporting Initiative framework, to share our work. Our most recent report, published in June 2016, covers a variety of topics, including responsible sourcing practices, diversity and inclusion, responsible products, environmental standards, stakeholder engagement, corporate philanthropy and volunteerism. Through our Corporate Social Responsibility reports, we set goals in a variety of areas, including those relating to the environment and sustainability, and report our progress on those goals. A copy of our most recent Corporate Social Responsibility Report is available on our company website, as described in Question 14 on page 65. Board and shareholder meeting attendance The Board of Directors met six times during fiscal 2016. All directors attended at least 75% of the aggregate total of meetings of the Board and Board Committees on which the director served during the last fiscal year. Thirteen of our fourteen then-serving directors attended our June 2016 Annual Meeting of Shareholders. The Board has a policy requiring all directors to attend all annual meetings of shareholders, absent extraordinary circumstances. Director independence The Board of Directors believes that a majority of its members should be independent directors. The Board annually reviews all relationships that directors have with Target to affirmatively determine whether the directors are independent. If a director has a material relationship with Target, that director is not independent. The listing standards of the NYSE detail certain relationships that, if present, preclude a finding of independence. Given recent investor focus on the impact of director tenure on independence, the Board also specifically considered each director’s length of service on the Board in making its annual independence determination. Specifically, the Board determined that Ms. Austin and Mr. Darden, each of whom are up for re-election and have served on the Board for more than 12 years, continue to demonstrate the independence of judgment expected of independent directors. The Board affirmatively determined that all non-management directors are independent. Mr. Cornell is the only management director and is not independent. The Board specifically considered the following transactions and concluded that none of the transactions impaired any director’s independence. In addition, none of the transactions are related-party transactions because none of the directors have a direct or indirect material interest in the listed transactions. TARGET CORPORATION 2017 Proxy Statement 13 Back to Contents COMMITTEES The % of entity’s annual revenues in each of Director Entity and relationship Transactions last 3 years Douglas M. Baker, Jr. Ecolab Inc. Chairman & CEO We purchase supplies, servicing, repairs and merchandise from Ecolab. Less than 0.01% Mary E. Minnick Each portfolio company of Lion Capital(1) Partner in Lion Capital We purchase merchandise for resale from portfolio companies of Lion Capital. Less than 2% of each portfolio company Anne M. Mulcahy Save the Children Federation Former Chair of Board hasof Trustees We make charitable contributions to Save the following Committees and Committee composition asChildren. Less than 2% Kenneth L. Salazar WilmerHale Partner In fiscal 2016, WilmerHale was engaged to provide legal services.(2) Less than 1% (1) Ms. Minnick’s indirect ownership in each of these portfolio companies is less than 5%. (2) WilmerHale represented to us that: (a) Mr. Salazar’s compensation was not affected by the amount of legal services performed by WilmerHale for Target, (b) Mr. Salazar did not receive any of the datefees from the Target relationship during each of this proxy statement. All membersthe last three years and (c) Mr. Salazar will not receive any of each Committee are independent directors. Each Committee operates under a written Charter, a current copythe fees from the Target relationship in the future. Mr. Salazar does not personally provide any of which is available on our company website, as described in Question 14 on page 86.the legal services to Target. Policy on transactions with related persons   The Board of Directors has adopted a written policy requiring that any transaction: (a) involving Target; (b) in which one of our directors, nominees for director, executive officers, or greater than five percent shareholders, or their immediate family members, have a direct or indirect material interest; and (c) where the amount involved exceeds $120,000 in any fiscal year, be approved or ratified by a majority of independent directors of the full Board or by a designated Committee of the Board. The Board has designated the Audit & Finance Committee as having responsibility for reviewing and approving all such transactions except those dealing with compensation of executive officers and directors, or their immediate family members, in which case it will be reviewed and approved by the Human Resources & Compensation Committee. In determining whether to approve or ratify any such transaction, the independent directors or relevant Committee must consider, in addition to other factors deemed appropriate, whether the transaction is on terms no less favorable to Target than those involving unrelated parties. No director may participate in any review, approval or ratification of any transaction if he or she, or his or her immediate family member, has a direct or indirect material interest in the transaction. We ratified two related party transactions in accordance with this policy during fiscal 2016. Both transactions dealt with compensation of immediate family members of one of our executive officers, Casey Carl, Executive Vice President & Chief Strategy & Innovation Officer. Mr. Carl’s brother joined Target in 2005, has been a team member in merchandising since that time and earned annual compensation of $180,116 in 2016. Mr. Carl’s sister-in-law joined Target in 2009, has been a team member in merchandising since that time and earned annual compensation of $315,318 in 2016. For each of these immediate family members, the compensation is commensurate with the immediate family member’s peers. Business ethics and conduct We are committed to conducting business lawfully and ethically. All of our directors and named executive officers, like all Target team members, are required to act at all times with honesty and integrity. Our Business Conduct Guide covers areas of professional conduct, including conflicts of interest, the protection of corporate opportunities and assets, employment policies, confidentiality, vendor standards and intellectual property, and requires strict adherence to all laws and regulations applicable to our business. Our Business Conduct Guide also describes the means by which any employee can provide an anonymous report of an actual or apparent violation of our Business Conduct Guide. We disclose any amendments to, or waivers from, any provision of our Business Conduct Guide involving our directors, our principal executive officer, principal financial officer, principal accounting officer, controller or other persons performing similar functions on our website within four business days following the date of any such amendment or waiver. Communications with directors and shareholder outreach Shareholders and other interested parties seeking to communicate with any individual director or group of directors may send correspondence to Target Board of Directors, c/o Corporate Secretary, 1000 Nicollet Mall, TPS-2670, Minneapolis, Minnesota 55403 or may send an email to BoardOfDirectors@target.com, which is managed by the Corporate Secretary. The Corporate Secretary, in turn, has been instructed by the Board to forward all communications, except those that are clearly unrelated to Board or shareholder matters, to the relevant Board members. We regularly engage in outreach efforts with our shareholders, both large and small, relating to our business, compensation practices, and environmental, social and governance issues. We involve one or more independent directors in these conversations as appropriate. While we benefit from an ongoing dialogue with many of our shareholders, we recognize that we have not communicated directly with all of our shareholders. If you would like to engage with us, please send correspondence to Target Corporation, Attn: Investor Relations, 1000 Nicollet Mall, Minneapolis, Minnesota 55403 or email investorrelations@target.com.   RESPONSIBILITIES COMMITTEE MEMBERS NUMBER OF MEETINGS DURING FISCAL 2014 AUDIT COMMITTEE(1) • Assists the Board in overseeing our financial reporting process, including the integrity of our financial statements and internal controls, the independent auditor’s qualifications and independence, performance of our internal audit function and approval of transactions with related persons Mr. Rice (Chair) Ms. Austin Ms. Minnick Mr. Stumpf 7 • In coordination with the Corporate Risk & Responsibility Committee, oversees compliance with legal and regulatory requirements • Prepares the “Report of the Audit Committee” on page 69 and performs the duties and activities described in that report • Discusses with management our positions with respect to income and other tax obligations • Reviews and discusses with management our policies with respect to risk assessment and risk management, including the risk of fraud, commitment of internal audit resources and policies and procedures to mitigate identified risks • Considers our major financial, accounting and compliance risk exposures and, as appropriate, involves our principal risk officer and compliance officer and our internal audit function COMPENSATION COMMITTEE(2) • Determines the composition and value of non-CEO executive officer compensation and makes recommendations with respect to CEO compensation to the independent members of the Board, who collectively have final approval authority Ms. Mulcahy (Chair) Mr. Baker Mr. Darden Mr. De Castro 6 • Consults with the Lead Independent Director as part of the annual review of the performance of the CEO as it relates to the appropriate level and elements of compensation • Reviews our compensation philosophy, selection and relative weightings of different compensation elements to balance risk, reward and retention objectives and the alignment of incentive compensation performance measures with our strategy • Reviews the compensation provided to non-management directors and makes recommendations to the independent members of the Board • Prepares the “Compensation Committee Report” on page 29 • Oversees risks associated with our compensation policies and practices, and annually reviews with its compensation consultant whether those policies and practices create material risks to Target NOMINATING & GOVERNANCE COMMITTEE • Oversees our corporate governance practices Mr. Stumpf (Chair) 6 • Identifies individuals qualified to become Board members Mr. Baker Mr. Darden Ms. Mulcahy • Makes recommendations, in consultation with the Lead Independent Director, on overall composition of the Board, its Committees, and the selection of the Committee chairs and the Lead Independent Director • Leads the annual self-evaluation performance review of the Board and its Committees in consultation with the Lead Independent Director • With input from the Lead Independent Director, leads director succession planning, and ensures that management is regularly evaluated and senior management succession planning reviews are conducted at least annually • Oversees risks associated with Board and management succession 2015 Proxy Statement│TARGET CORPORATION     13 2017 Proxy Statement 14 Back to Contents RESPONSIBILITIES COMMITTEE MEMBERS NUMBER OF MEETINGS DURING FISCAL 2014 CORPORATE RISK & RESPONSIBILITY COMMITTEE • Assists the Board in overseeing management’s identification and evaluation of major strategic operating, business, compliance and reputational risks, including our risk management framework and the policies, procedures and practices employed to manage risks Mr. Salazar (Chair) Ms. Austin Mr. Darden Ms. Minnick Mr. Rice  3 • Oversees and monitors the effectiveness of our business ethics and compliance program • Reviews and provides oversight of significant strategies and activities relating to our reputation management and social responsibility efforts • Supports the Audit Committee in oversight of compliance with legal and regulatory requirements FINANCE COMMITTEE • Assists the Board in overseeing our financial policies, financial condition, including our liquidity position, funding requirements, ability to access the capital markets, interest rate exposures and policies regarding return of cash to shareholders Ms. Austin (Chair) Mr. De Castro Ms. Minnick Mr. Salazar 2 • Oversees financial risks, including liquidity and capital markets risks by discussing with management our financial risk assessment process, financial risk management activities and strategies and the use of third-party insurance and self-insurance strategies (1) The Board of Directors has determined that all members of the Audit Committee satisfy the applicable audit committee independence requirements of the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC). The Board also determined that all members have acquired the attributes necessary to qualify them as “audit committee financial experts” as defined by applicable SEC rules. The determination for each of Ms. Austin, Mr. Rice and Mr. Stumpf was based on past experiences as a principal financial officer, principal accounting officer, controller, public accountant or auditor, or actively supervising a person holding one of those positions. For Ms. Minnick, the determination was based on her experience with analyzing the financial statements and financial performance of portfolio companies of Lion Capital. (2) The Board of Directors has determined that all members of the Compensation Committee satisfy the applicable compensation committee independence requirements of the NYSE and the SEC. BOARD AND SHAREHOLDER MEETING ATTENDANCE The Board of Directors met 11 times during fiscal 2014. All directors attended at least 90% of the aggregate total of meetings of the Board and Board Committees on which the director served during the last fiscal year. All of our 10 then-serving directors attended our June 2014 Annual Meeting of Shareholders. The Board has a policy requiring all directors to attend all Annual Meetings of Shareholders, absent extraordinary circumstances. 2015 Proxy Statement│TARGET CORPORATION     14 Back to Contents DIRECTOR INDEPENDENCEItem one The Board Election of Directors believes that a majority of its members should be independent directors. The Board annually reviews all relationships that directors have with Target to affirmatively determine whether the directors are independent. If a director has a material relationship with Target, that director is not independent. The listing standards of the New York Stock Exchange (NYSE) detail certain relationships that, if present, preclude a finding of independence. The Board affirmatively determined that all non-management directors are independent. Mr. Cornell is the only management director and is not independent. The Board specifically considered the following transactions and concluded that none of the transactions impaired any director’s independence. In addition, none of the transactions are related party transactions because none of the directors have a direct or indirect material interest in the listed transactions. DIRECTOR ENTITY AND RELATIONSHIP TRANSACTIONS % OF ENTITY’S ANNUAL REVENUES IN EACH OF LAST 3 YEARS Douglas M. Baker, Jr. Ecolab Inc. Chairman & CEO We purchase supplies, servicing, repairs and merchandise from Ecolab. Less than 0.01% Mary E. Minnick Each portfolio company of Lion Capital(1)Partner in Lion Capital We purchase merchandise for resale from portfolio companies of Lion Capital. Less than 2% of each portfolio company Anne M. Mulcahy Save the Children Federation Chairman of Board of Trustees We make charitable contributions to Save the Children. Less than 2% Kenneth L. Salazar WilmerHale Partner In fiscal 2014, WilmerHale was engaged to provide legal services.(2) Less than 1% John G. Stumpf Wells Fargo & Company Chairman, President & CEO Wells Fargo provides commercial banking, brokerage, trust and equipment financing services, serves as a non-lead participant in Target’s syndicated revolving credit facility and is Target’s transfer agent.(3) Less than 0.02%   (1) Ms. Minnick’s indirect ownership in each of these portfolio companies is less than 5%. (2) WilmerHale represented to us that: (a) Mr. Salazar’s compensation was not affected by the amount of legal services performed by WilmerHale for Target, (b) Mr. Salazar did not receive any of the fees from the Target relationship during each of the last three years and (c) Mr. Salazar will not receive any of the fees from the Target relationship in the future. Mr. Salazar does not personally provide any of the legal services to Target. (3) Target does not use Wells Fargo for any investment banking, consulting or advisory services. POLICY ON TRANSACTIONS WITH RELATED PERSONS Election and nomination process Our election process is backed by sound corporate governance principles:   The Board of Directors has adopted a written policy requiring that any transaction: (a) involving Target; (b) in which one of our directors, nominees for director, executive officers, or greater than five percent shareholders, or their immediate family members, have a direct or indirect material interest; and (c) where the amount involved exceeds $120,000 in any fiscal year, be approved or ratified by a majority of independent directors of the full Board or by a designated Committee of the Board. The Board has designated the Audit Committee as having responsibility for reviewing and approving all such transactions except those dealing with compensation of executive officers and directors, or their immediate family members, in which case it will be reviewed and approved by the Compensation Committee. In determining whether to approve or ratify any such transaction, the independent directors or relevant Committee must consider, in addition to other factors deemed appropriate, whether the transaction is on terms no less favorable to Target than those involving unrelated parties. No director may participate in any review, approval or ratification of any transaction if he or she, or his or her immediate family member, has a direct or indirect material interest in the transaction. We ratified two related party transactions in accordance with this policy during fiscal 2014. Both transactions dealt with compensation of immediate family members of one of our executive officers, Casey Carl, Chief Strategy and Innovation Officer, who became an executive officer in December 2014. Mr. Carl’s brother joined Target in 2005, has been a team member in merchandising since that time and earned compensation of $144,590 in fiscal 2014. Mr. Carl’s sister-in-law joined Target in 2009, has been a team member in merchandising since that time and earned compensation of $249,880 in fiscal 2014. For each of these immediate family members, the compensation is commensurate with the immediate family member’s peers. 2015 Proxy Statement│TARGET CORPORATION     15 Back to Contents BUSINESS ETHICS AND CONDUCT We are committed to conducting business lawfully and ethically. All of our directors and named executive officers, like all Target team members, are required to act at all times with honesty and integrity. Our Business Conduct Guide covers areas of professional conduct, including conflicts of interest, the protection of corporate opportunities and assets, employment policies, confidentiality, vendor standards and intellectual property, and requires strict adherence to all laws and regulations applicable to our business. Our Business Conduct Guide alsodescribes the means by which any employee can provide an anonymous report of an actual or apparent violation of our Business Conduct Guide. We disclose any amendments to, or waivers from, any provision of our Business Conduct Guide involving our directors, our principal executive officer, principal financial officer, principal accounting officer, controller or other persons performing similar functions on our website within four business days following the date of any such amendment or waiver. COMMUNICATIONS WITH DIRECTORS Shareholders and other interested parties seeking to communicate with any individual director or group of directors may send correspondence to Target Board of Directors, c/o Corporate Secretary, 1000 Nicollet Mall, TPS-2670, Minneapolis, Minnesota 55403 or may send an email to BoardOfDirectors@target.com,which is managed by the Corporate Secretary. The Corporate Secretary, in turn, has been instructed by the Board to forward all communications, except those that are clearly unrelated to Board or shareholder matters, to the relevant Board members. 2015 Proxy Statement│TARGET CORPORATION     16 Back to Contents ITEM ONE ELECTION OF DIRECTORS ELECTION AND NOMINATION PROCESS Our election process is backed by sound corporate governance principles: • ● All directors are elected annually; • ● Directors are elected under a “majority voting” standard – each director in an uncontested election must receive more votes “For” his or her election than votes “Against” in order to be elected; and • ● An incumbent director who is not re-elected must promptly offer to resign. The Nominating & Governance Committee will make a recommendation on the offer and the Board must accept or reject the offer within 90 days and publicly disclose its decision and rationale. The Nominating & Governance Committee is responsible for identifying individuals qualified to becomewill make a recommendation on the offer, and the Board membersmust accept or reject the offer within 90 days and publicly disclose its decision and rationale. The Nominating & Governance Committee is responsible for identifying individuals qualified to become Board members and making recommendations on director nominees to the full Board. The Committee considers the following factors in its efforts to identify potential director candidates: ● Input from the full Board. The Committee considers the following factors in its efforts to identify potential director candidates: • Input from the Board’s self-evaluation processBoard to identify the backgrounds or skill sets that are desired; and • ● Changes in our business strategy or operating environment and the future needs of the Board in light of anticipated director retirements under our Board tenure policies. The Nominating & Governance Committee has retained a third-party search firm to assist in identifying director candidates and will also consider recommendations from shareholders. Any shareholder who wishes the Committee to consider a candidate should submit a written request and related information to our Corporate Secretary no later than December 31 of the calendar year preceding the next Annual MeetingBoard in light of Shareholders. DETERMINING BOARD AND COMMITTEE COMPOSITIONanticipated director retirements under our Board tenure policies. The Nominating & Governance Committee has retained a third-party search firm to assist in identifying director candidates and will also consider recommendations from shareholders. Any shareholder who wishes the Committee to consider a candidate should submit a written request and related information to our Corporate Secretary no later than December 31 of the calendar year preceding the next annual meeting of shareholders. Shareholders may also nominate director candidates directly if they comply with our bylaws, which are described in more detail in Question 18 “How do I submit a proposal or nominate a director candidate for the 2018 annual meeting of shareholders?” on page 66 of the proxy statement. Determining board composition   The criteria the Board follows in determining the composition of the Board is simple: directors are to have broad perspective, experience, knowledge and independence of judgment. The Board as a whole should consist predominantly of persons with strong business backgrounds that span multiple industries. The Board does not have a specific policy regarding consideration of gender, ethnic or other diversity criteria in identifying director candidates. However, the Board has had a longstanding commitment to, and practice of, maintaining diverse representation on the Board. At least annually the Board seeks input from each of its members with respect to the current composition of the Board in light of changes in our current and future business strategies, as well as our operating environment, as a means to identify any backgrounds or skill sets that may be helpful in maintaining or improving alignment between Board composition and our business. In addition, we seek feedback from our shareholders regarding the backgrounds and skill sets that they would like to see represented on our Board. This input is then used by our Nominating & Governance Committee in its director search process.   The Board appoints members of its Committees on an annual basis, with the Nominating & Governance Committee reviewing and recommending Committee membership, and assignments rotate periodically. The guideline for rotating Committee chair assignments is four to six years. The Board seeks to have directors on two to three Committees, and considers a number of factors in deciding Committee composition, including individual director experience and qualifications, the benefits and symmetry of having common directors on Committees with complementary functions (e.g., Audit and Corporate Risk & Responsibility; Audit and Finance; Compensation and Nominating & Governance), prior Committee experience and increased time commitments for directors serving as a Committee Chair or Lead Independent Director. 2015 Proxy Statement| TARGET CORPORATION     17 2017 Proxy Statement 15 Back to Contents Back to Contents BOARD EVALUATIONS AND REFRESHMENT Board evaluations and refreshment   The Board regularly evaluates its performance to enhance Board functioning and the effectiveness of the Board-management relationship.   EVALUATION METHOD DESCRIPTION Self-Evaluation The Nominating & Governance Committee, in consultation with the Lead Independent Director, annually leads the performance review of the Board and its Committees. In 2014, the Board self-evaluation was administered by a third-party governance expert through individual interviews with each director and an online survey completed by each director. After discussion with the Nominating & Governance Committee, the external party facilitated a discussion of the results with the full Board. The self-evaluation process seeks to obtain each director’s assessment of the effectiveness of the Board, the Committees and their leadership, and Board/management dynamics in the following categories: •   The Board’s purpose and mandate •   Business knowledge and risk management •   Information sharing •   Board and Committee composition, roles and contribution •   Meeting effectiveness Corporate Governance Review Our Nominating & Governance Committee conducts an annual corporate governance review that compares our core corporate governance practices with prevailing best practices, emerging practices and evolving topics as indicated by current literature, corporate governance organizations and institutional shareholders. Charter and Corporate GovernanceGuidelines Review We periodically review our Committee charters and Corporate Governance Guidelines. In January 2015, as a result of our comprehensive review of risk oversight at the management, Board and Committee levels, we clarified and enhanced existing practices through amendments to our Committee charters and Corporate Governance Guidelines to provide more transparency on how risk oversight is exercised at the Board and Committee levels, and reallocated and clarified risk oversight responsibilities among the Committees. The Board maintains the following tenure policies (contained in our Corporate Governance Guidelines) as a means of ensuring that the Board regularly benefits from a balanced mix of perspectives and experiences: Self-evaluation The Nominating & Governance Committee, in consultation with the Lead Independent Director, annually leads the performance review of the Board and its Committees. In 2016, the Board self-evaluation involved a survey completed by each director about the Board and the Committees on which the director served, followed by individual interviews. Following completion of the interviews, the results were discussed by the full Board and each Committee. In 2016, the Board self-evaluation was administered by the Corporate Secretary’s office. The annual self-evaluation has periodically been conducted by a third-party consultant, as appropriate. The self-evaluation process seeks to obtain each director’s assessment of the effectiveness of the Board, the Committees and their leadership, Board and Committee composition and Board/management dynamics.   TENURE POLICIES Term Limit Directors may not serve on the Board for more than 20 years, or five years after they retire from active employment, whichever occurs first Mandatory Retirement Directors must retire at the end of the term in which they reach age 72 Change in Principal Employment Directors must offer to resign upon any substantial change in principal employment We had the following changes in our Board since our 2014 Annual Meeting: Corporate governance review Our Nominating & Governance Committee conducts an annual corporate governance review that compares our core corporate governance practices with prevailing best practices, emerging practices and evolving topics as indicated by current literature, corporate governance organizations and institutional shareholders.   DEPARTURES ADDITIONS • James A. Johnson – Will retire at the end of his term in connection with our mandatory retirement policy •  None In addition to those changes, the following director is scheduled to complete her service on our Board within the next five years under our tenure policies: The Board maintains tenure policies (contained in our Corporate Governance Guidelines) as a means of ensuring that the Board regularly benefits from a balanced mix of perspectives and experiences.   TENURE POLICY DIRECTOR IMPLICATED YEAR Anne M. Mulcahy Term Limit 2017 Calvin Darden experienced a Tenure policies Term limit Directors may not serve on the Board for more than 20years Mandatory retirement Directors must retire at the end of the term in which they reach age72 Change in principal employment Directors must offer to resign upon any substantial change in his principal employment in February 2015 and submitted an offer of resignation. Following a review and upon recommendation of the Nominating & Governance Committee, the Board declined his offer of resignation. 2015 Proxy Statement|TARGET CORPORATION     18 Back to Contents 2015 NOMINEES FOR DIRECTOR After considering the recommendations of the Nominating & Governance Committee, the Board has set the number of directors at 10 and nominated all of the current directors to stand for re-election, except for Jim Johnson who will retire from the Board at the end of his current term. The Board believes that each of these nominees is qualified to serve as a director of Target and the specific qualifications of each nominee that were considered by the Board follow each nominee’s biographical description. Equally important, the Board believes that the combination of backgrounds, skills and experiences has produced a Board that is well-equipped to exercise oversight responsibilities for Target’s shareholders and other stakeholders. The following table describes key characteristics of our business and experiences of our Board.   TARGET’S BUSINESS CHARACTERISTICS COLLECTIVE EXPERIENCES Target’s scale and complexity requires aligning many different areas of our operations, including marketing, merchandising, supply chain, technology, human resources, property development, credit card servicing and our community and charitable activities. Senior Leadership. Experience as executive officer level business leader or senior government leader.     Our brand is the cornerstone of our strategy to provide a relevant and affordable differentiated shopping experience for our guests.   Marketing or Brand Management. Marketing or managing well-known brands or the types of consumer products and services we sell. We own most of our stores and a network of distribution centers.   Real Estate. Real estate acquisitions and dispositions or property management experience. We have a large and global workforce, which represents one of our key resources, as well as one of our largest operating expenses. Workforce Management. Managing a large or global workforce. Our business has become increasingly complex as we have expanded our offerings as well as the channels in which we deliver our shopping experience. This increased complexity requires an increasingly sophisticated technology infrastructure. Technology. Leadership and understanding of technology, digital platforms and new media, data security, and data analytics.   Our business involves sourcing merchandise domestically and internationally from a large number of vendors and distributing it through our network of distribution centers. Multi-National Operations or Supply Chain Logistics. Executive officer roles at multi-national organizations or in global supply chain operations. We are a large public company committed to disciplined financial and risk management, legal and regulatory compliance and accurate disclosure. Finance or Risk Management. Public company management, financial stewardship, enterprise risk management or credit card servicing experience. To be successful, we must preserve, grow and leverage the value of our reputation with our guests, team members, the communities in which we operate and our shareholders. Public Affairs or Corporate Governance. Public sector experience, community relations or corporate governance expertise. In addition, our Our current Board’s composition represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors:   NUMBER OF TENURE ON BOARD DIRECTOR NOMINEES More than 10 years 4 5 to 10 years 3 Less than 5 years 3 Average Director Tenure –6.8 years Tenure on board Less than 5 years 8 directors 5 to 10 years 1 director More than 10 years 4 directors Average director tenure 6.5 years 38% Female 62% Male Ethnic or racial diversity(1) 38% Diverse 62% Non-diverse (1) We define diverse directors as those that are ethnically or racially diverse. Our diverse directors are Mr. Darden, Ms. Healey, Ms. Lozano, Mr. Rice and Mr. Salazar.   We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors. 2015 TARGET CORPORATION 2017 Proxy Statement|TARGET CORPORATION     19 16 Back to Contents Roxanne S. Austin Age 54 Director since 2002 Independent Committees • Finance (Chair) • Audit • Corporate Risk & Responsibility 2017 nominees for director After considering the recommendations of the Nominating & Governance Committee, the Board has set the number of directors at 12 and nominated all of the current directors to stand for re-election, except for Anne Mulcahy who will retire from the Board at the end of her current term. The Board believes that each of these nominees is qualified to serve as a director of Target and the specific qualifications of each nominee that were considered by the Board follow each nominee’s biographical description. Equally important, the Board believes that the combination of backgrounds, skills and experiences has produced a Board that is well-equipped to exercise oversight responsibilities on behalf of Target’s shareholders and other stakeholders. The following table describes key characteristics of our business and the skills our Board collectively possesses.   BACKGROUND Roxanne S. Austin is President of Austin Investment Advisors, a private investment and consulting firm, a position she has held since 2004. From May 2014 to August 2014 she served as Interim Chair of Target Corporation. From July 2009 through July 2010, Ms. Austin also served as President and Chief Executive Officer of Move Networks, Inc., a provider of Internet television services. Ms. Austin also previously served as President and Chief Operating Officer of DIRECTV, Inc., Executive Vice President and Chief Financial Officer of Hughes Electronics Corporation and as a partner of Deloitte & Touche LLP. QUALIFICATIONS Through her extensive management and operating roles, including her financial roles, Ms. Austin provides the Board with financial, operational and risk management expertise, and substantial knowledge of new media technologies. OTHER PUBLIC COMPANY BOARDS Current Abbott Laboratories(1) AbbVie Inc.(1) Teledyne Technologies Incorporated LM Ericsson Telephone Company Past 5 Years None (1) AbbVie Inc. became a public company in January 2013 following its separation from Abbott Laboratories. Ms. Austin was serving on the Board of Abbott Laboratories at the time of the separation and became a director of AbbVie Inc. in connection with the separation. Douglas M. Baker, Jr. Age 56 Director since 2013 Lead Independent Director Committees • Compensation • Nominating & Governance BACKGROUND Douglas M. Baker, Jr., is Chairman and Chief Executive Officer of Ecolab Inc., a provider of water and hygiene services and technologies for the food, hospitality, industrial and energy markets. He has served as Chairman of the Board of Ecolab since May 2006 and Chief Executive Officer since July 2004, and served as President from 2002 to 2011. QUALIFICATIONS Mr. Baker provides the Board with valuable global marketing, sales and general management experience, as well as operational and governance perspectives. His current role as CEO of a large publicly-held company provides the Board with additional top-level perspective in organizational management. OTHER PUBLIC COMPANY BOARDS Current Ecolab Inc. U.S. Bancorp Past 5 Years None Target’s business characteristics   Skills our board collectively possesses Target is a large retailer that offers everyday essentials and fashionable, differentiated merchandise at discounted prices in stores and through digital channels. Retail industry experience Large retail or consumer products company experience. Target’s scale and complexity requires aligning many different areas of our operations, including marketing, merchandising, supply chain, technology, human resources, property development, credit card servicing and our community and charitable activities. Senior Leadership Experience as executive officer level business leader or senior government leader. Our brand is the cornerstone of our strategy to provide a relevant and affordable differentiated shopping experience for our guests. Marketing or Brand Management Marketing or managing well-known brands or the types of consumer products and services we sell. We operate a large network of stores and distribution centers. Real Estate Real estate acquisitions and dispositions or property management experience. We have a large and global workforce, which represents one of our key resources, as well as one of our largest operating expenses. Workforce Management Managing a large or global workforce. Our business has become increasingly complex as we have expanded our offerings as well as the channels in which we deliver our shopping experience. This increased complexity requires sophisticated technology infrastructure. Technology Leadership and understanding of technology, digital platforms and new   media, data security, and data analytics. Our business involves sourcing merchandise domestically and   internationally from a large number of vendors and distributing it   through our network of distribution centers. Multi-National   Operations or   Supply Chain   Logistics Executive officer roles at multi-national   organizations or in global supply chain   operations. We are a large public company committed to disciplined financial and risk management, legal and regulatory compliance and accurate disclosure. Finance or Risk Management Public company management, financial stewardship or enterprise risk management experience. To be successful, we must preserve, grow and leverage the value of our reputation with our guests, team members, the communities in which we operate and our shareholders. Public Affairs or Corporate Governance Public sector experience, community relations or corporate governance expertise.   2015 TARGET CORPORATION 2017 Proxy Statement|TARGET CORPORATION     20 17 Back to Contents Brian C. Cornell Age 56 Director since 2014 Committees • None BACKGROUND We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors. Roxanne S. Austin Age 56 Director since 2002 Independent Committees Human Resources & Compensation Risk & Compliance Background Roxanne S. Austin is President of Austin Investment Advisors, a private investment and consulting firm, a position she has held since 2004. Ms. Austin also previously served as President & Chief Executive Officer of Move Networks, Inc., President & Chief Operating Officer of DIRECTV, Inc., Executive Vice President & Chief Financial Officer of Hughes Electronics Corporation and as a partner of Deloitte & Touche LLP. Qualifications Through her extensive management and operating roles, including her financial roles, Ms. Austin provides the Board with financial, operational and risk management expertise, and substantial knowledge of new media technologies. Other public company boards Current Past 5 years Abbott Laboratories LM Ericsson Telephone Company AbbVie Inc. Teledyne Technologies Incorporated Douglas M. Baker, Jr. Age 58 Director since 2013 Lead Independent Director Committees Nominating & Governance (Chair) Risk & Compliance Background Douglas M. Baker, Jr., is Chairman & Chief Executive Officer of Ecolab Inc., a provider of water and hygiene services and technologies for the food, hospitality, industrial and energy markets. He has served as Chairman of the Board of Ecolab since May 2006 and Chief Executive Officer since July 2004. Qualifications Mr. Baker provides the Board with valuable global marketing, sales and general management experience, as well as operational and governance perspectives. His current role as CEO of a large publicly-held company provides the Board with additional top-level perspective in organizational management. Other public company boards Current Past 5 years Ecolab Inc. None U.S. Bancorp   Brian C. Cornell has served as Chairman of the Board and Chief Executive Officer of Target Corporation since August 2014. Mr. Cornell served as Chief Executive Officer of PepsiCo Americas Foods, a division of PepsiCo, Inc., from March 2012 to July 2014. From April 2009 to January 2012, Mr. Cornell served as Chief Executive Officer and President of Sam’s Club, a division of Wal-Mart Stores, Inc., and as an executive vice president of Wal-Mart Stores, Inc. QUALIFICATIONS Through his more than 30 years in escalating leadership positions at leading retail and global consumer product companies, including three CEO roles and more than two decades doing business in North America, Asia, Europe and Latin America, Mr. Cornell provides meaningful leadership experience and retail knowledge. His past experience includes time as both a vendor partner and a competitor to Target, and he brings insights from those roles to the company today. OTHER PUBLIC COMPANY BOARDS Current Polaris Industries Inc. Past 5 Years None   Calvin Darden Age 65 Director since 2003 Independent Committees • Compensation • Corporate Risk & Responsibility • Nominating & Governance BACKGROUND Calvin Darden is Chairman of Darden Putnam Energy & Logistics, LLC, a company that sells fuel products, a position he has held on a full-time basis since February 2015. From November 2009 to February 2015, he was Chairman of Darden Development Group, LLC, a real estate development company. From February 2006 to November 2009, he was Chairman of The Atlanta Beltline, Inc., an urban revitalization project for the City of Atlanta. QUALIFICATIONS Mr. Darden provides the Board with significant experience in supply chain networks, logistics, customer service and management of a large-scale workforce obtained over his 33-year career with United Parcel Service of America, Inc., and more recently has developed expertise in community relations and real estate development. OTHER PUBLIC COMPANY BOARDS Current Coca-Cola Enterprises, Inc. Cardinal Health, Inc.  Past 5 Years None 2015 Proxy Statement|TARGET CORPORATION     21 2017 Proxy Statement 18 Back to Contents Henrique De Castro Age 49 Director since 2013 Independent Committees • Compensation • Finance BACKGROUND Brian C. Cornell Age 58 Director since 2014 Committees None Background Brian C. Cornell has served as Chairman of the Board & Chief Executive Officer of Target Corporation since August 2014. Mr. Cornell served as Chief Executive Officer of PepsiCo Americas Foods, a division of PepsiCo, Inc., a multinational food and beverage corporation, from March 2012 to July 2014. From April 2009 to January 2012, Mr. Cornell served as Chief Executive Officer & President of Sam’s Club, a division of Wal-Mart Stores, Inc., a discount retailer, and as an Executive Vice President of Wal-Mart Stores, Inc. Qualifications Through his more than 30 years in escalating leadership positions at leading retail and global consumer product companies, including three CEO roles and more than two decades doing business in North America, Asia, Europe and Latin America, Mr. Cornell provides meaningful leadership experience and retail knowledge. His past experience includes time as both a vendor partner and a competitor to Target, and he brings insights from those roles to the company today. Other public company boards Current Past 5 years Yum! Brands, Inc. Polaris Industries Inc. Calvin Darden Age 67 Director since 2003 Independent Committees Human Resources & Compensation Nominating & Governance Background Calvin Darden is Chairman of Darden Putnam Energy & Logistics, LLC, a company that sells fuel products, a position he has held on a full-time basis since February 2015. From November 2009 to February 2015, he was Chairman of Darden Development Group, LLC, a real estate development company. Mr. Darden had a 33-year career with the United Parcel Service of America, Inc., an express carrier and package delivery company, and served in a variety of senior management positions, ending as Senior Vice President of U.S. Operations in February 2005. Qualifications Mr. Darden provides the Board with significant experience in supply chain networks, logistics, customer service and management of a large-scale workforce obtained over his career with United Parcel Service of America, Inc., and more recently has developed expertise in community relations and real estate development. Other public company boards Current Past 5 years Cardinal Health, Inc. Coca-Cola Enterprises, Inc.   Henrique De Castro is the former Chief Operating Officer of Yahoo! Inc., a digital media company that delivers personalized digital content and experiences worldwide by offering online properties and services to users. He held that position from November 2012 to January 2014. He previously served Google Inc. as President, Partner Business Worldwide from March 2012 to November 2012, President, Global Media, Mobile & Platforms from June 2009 to March 2012, and as Managing Director, European Sales from July 2006 to May 2009. QUALIFICATIONS Mr. De Castro provides the Board with valuable insight into media, mobile and technology platforms. His experiences at Yahoo! and Google, as well as his prior experience at Dell Inc. provides him with global perspectives on leading operations, strategy, partner management and revenue generation in the technology and media industries. OTHER PUBLIC COMPANY BOARDS Current None Past 5 Years None   Mary E. Minnick Age 55 Director since 2005 Independent Committees • Audit • Corporate Risk & Responsibility • Finance BACKGROUND Mary E. Minnick is a Partner of Lion Capital LLP, a consumer-focused private investment firm, a position she has held since May 2007. QUALIFICATIONS Ms. Minnick provides the Board with substantial expertise in building brand awareness, general management, product development, marketing, distribution and sales on a global scale obtained over her 23-year career with The Coca-Cola Company. Her current position with Lion Capital provides the Board with additional insights into the retail business and consumer marketing trends outside the United States. OTHER PUBLIC COMPANY BOARDS Current The WhiteWave Foods Company Heineken NV Past 5 Years None 2015 Proxy Statement|TARGET CORPORATION     22 2017 Proxy Statement 19 Back to Contents Anne M. Mulcahy Age 62 Director since 1997 Independent Committees • Compensation (Chair) • Nominating & Governance BACKGROUND Anne M. Mulcahy is Chairman of the Board of Trustees of Save The Children Federation, Inc., a non-profit organization dedicated to creating lasting change in the lives of children throughout the world, a position she has held since March 2010. She previously served as Chairman of the Board of Xerox Corp., a document management company, from January 2002 to May 2010, and Chief Executive Officer of Xerox from August 2001 to July 2009. QUALIFICATIONS Ms. Mulcahy obtained extensive experience in all areas of business management as she led Xerox through a transformational turnaround. This experience, combined with her leadership roles in business trade associations and public policy activities, provides the Board with additional expertise in the areas of organizational effectiveness, financial management and corporate governance. OTHER PUBLIC COMPANY BOARDS Current Graham Holdings Company Johnson & Johnson LPL Henrique De Castro Age 51 Director since 2013 Independent Committees Human Resources & Compensation Infrastructure & Investment Background Henrique De Castro is the former Chief Operating Officer of Yahoo! Inc., a digital media company that delivers personalized digital content and experiences worldwide by offering online properties and services to users. He held that position from November 2012 to January 2014. He previously served at Google Inc., a company that builds technology products and provides services to organize information, as President, Partner Business Worldwide from March 2012 to November 2012 and as President, Global Media, Mobile & Platforms from June 2009 to March 2012. Qualifications Mr. De Castro provides the Board with valuable insight into media, mobile and technology platforms. His experiences at Yahoo! and Google, as well as his prior experience at Dell Inc., provides him with global perspectives on leading operations, strategy, partner management and revenue generation in the technology and media industries. Other public company boards Current Past 5 years None None Robert L. Edwards Age 61 Director since 2015 Independent Committees Infrastructure & Investment (Chair) Risk & Compliance Background Robert L. Edwards is the former President & Chief Executive Officer of AB Acquisition LLC, a North American food and drug retail company, a position he held from January 2015 to April 2015 due to Albertsons’ acquisition of Safeway Inc. Mr. Edwards previously held several executive level positions with Safeway Inc., a United States food and drug retail company, including President & Chief Executive Officer from May 2013 to April 2015, President & Chief Financial Officer from April 2012 to May 2013, and Executive Vice President & Chief Financial Officer from March 2004 to April 2012. Qualifications Mr. Edwards provides the Board with substantial food and drug retail expertise and perspectives from his time at Safeway and Albertsons. In addition, his prior experiences as a CEO of a large publicly-held company and as CFO of multiple public companies provide the Board with extensive public company accounting and financial reporting expertise and a top-level perspective in organizational management. Other public company boards Current Past 5 years Blackhawk Network Holdings, Inc. Flextronics International Ltd. KKR Financial Holdings LLC Safeway Inc.   Past 5 Years None   Derica W. Rice Age 50 Director since 2007 Independent Committees • Audit (Chair) • Corporate Risk & Responsibility BACKGROUND Derica W. Rice is Executive Vice President, Global Services and Chief Financial Officer of Eli Lilly and Company, a pharmaceutical company, positions he has held since January 2010 and May 2006, respectively. From May 2006 to December 2009, he served as Eli Lilly’s Senior Vice President and Chief Financial Officer. QUALIFICATIONS Mr. Rice’s career with Eli Lilly has provided him with substantial experience in managing worldwide financial operations. His expertise gives the Board additional skills in the areas of financial oversight, risk management and the alignment of financial and strategic initiatives. OTHER PUBLIC COMPANY BOARDS Current None Past 5 Years None 2015 Proxy Statement|TARGET CORPORATION     23 2017 Proxy Statement

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	Kenneth L. Salazar Age 60 Director since 2013 Independent Committees • Corporate Risk & Responsibility (Chair) • Finance		BACKGROUND Kenneth L. Salazar is a Partner at WilmerHale, a full service business law firm, a position he has held since June 2013. Previously, Mr. Salazar served as the U.S. Secretary of the Interior from 2009 to 2013, U.S. Senator from Colorado from 2005 to 2009 and as Attorney General of Colorado from 1999 to 2005.
			QUALIFICATIONS Mr. Salazar has substantial public policy experience at both the state and federal levels. Mr. Salazar provides the Board with additional insights on public policy issues and leadership on matters involving multiple stakeholder stewardship.
			OTHER PUBLIC COMPANY BOARDS
			Melanie L. Healey Age 56 Director since 2015 Independent Committees Human Resources & Compensation Infrastructure & Investment Background Melanie L. Healey is the former Group President, North America, of The Procter & Gamble Company, one of the world’s leading providers of branded consumer packaged goods, a position she held from January 2009 to December 2014. Ms. Healey also served as Group President & Advisor to the Chairman & Chief Executive Officer of The Procter & Gamble Company from January 2015 to July 2015. Qualifications Ms. Healey provides the Board with valuable strategic, branding, distribution and operating experience on a global scale obtained over her more than 30-year career in the consumer goods industry in three multinational companies (Procter & Gamble, Johnson & Johnson and S.C. Johnson & Sons). Her deep experience in marketing, including her 18 years outside the United States, provides the Board with strategic and operational leadership and critical insights into brand building and consumer marketing trends globally. Other public company boards Current Past 5 years PPG Industries, Inc. None Verizon Communications Inc.   Donald R. Knauss Age 66 Director since 2015 Independent Committees Human Resources & Compensation Nominating & Governance Background Donald R. Knauss is the former Executive Chairman of The Clorox Company, a leading multinational manufacturer and marketer of consumer and professional products, a position he held from November 2014 to June 2015. Mr. Knauss previously served as Chairman & Chief Executive Officer of The Clorox Company from October 2006 until November 2014. Qualifications Mr. Knauss possesses substantial senior management level experience in a variety of areas, including branded consumer products and consumer dynamics, manufacturing and supply chain, the retail environment, and sales and distribution, which strengthens the Board’s collective knowledge, capabilities and experience. Other public company boards Current Past 5 years Kellogg Company The Clorox Company McKesson Corporation URS Corporation TARGET CORPORATION 2017 Proxy Statement 21 Back to Contents Monica C. Lozano Age 60 Director since 2016 Independent Committees Audit & Finance Nominating & Governance Background Monica C. Lozano is the former Chairman of U.S. Hispanic Media, Inc., a leading Hispanic news and information company with outlets in Los Angeles, New York, Chicago and other U.S. cities, a position she held from June 2014 to January 2016. Ms. Lozano previously served ImpreMedia, LLC, a wholly owned subsidiary of U.S. Hispanic Media, Inc., as Chair from July 2012 to May 2014, and as Chief Executive Officer from May 2010 to May 2014. Ms. Lozano served as Publisher of La Opinion, a subsidiary of ImpreMedia, LLC, from 2004 to May 2014 and was Chief Executive Officer from 2004 to July 2012. Qualifications Ms. Lozano possesses substantial senior management experience in areas such as operations, marketing and strategic planning. She also has a deep understanding of issues that are important to Hispanics, a growing U.S. demographic. Ms. Lozano has board-level experience overseeing large organizations with diversified operations on matters such as governance, risk management and financial reporting. Other public company boards Current Past 5 years Bank of America Corporation The Walt Disney Company Mary E. Minnick Age 57 Director since 2005 Independent Committees Audit & Finance Infrastructure & Investment Background Mary E. Minnick is a Partner of Lion Capital LLP, a consumer-focused private investment firm, a position she has held since May 2007. Ms. Minnick had a 23-year career with The Coca-Cola Company, a manufacturer, marketer and distributor of nonalcoholic beverage concentrates and syrups, and served in a variety of senior management positions, including Chief Operating Officer of the Asian region, Division President roles in the Japan, South Pacific and Asian regions, and ending as the company’s Chief Marketing Officer and Global President of Strategy and Innovation in February 2007. Qualifications Ms. Minnick provides the Board with substantial expertise in operations management, building brand awareness, product development, marketing, distribution and sales on a global scale obtained over her career with The Coca-Cola Company. Her current position with Lion Capital provides the Board with additional insights into the retail business and consumer marketing trends outside the United States. Other public company boards Current Past 5 years None Heineken NV The WhiteWave Foods Company TARGET CORPORATION 2017 Proxy Statement 22 Back to Contents Derica W. Rice Age 52 Director since 2007 Independent Committees Audit & Finance (Chair) Risk & Compliance Background Derica W. Rice is Executive Vice President, Global Services & Chief Financial Officer of Eli Lilly and Company, a pharmaceutical company, positions he has held since January 2010 and May 2006, respectively. Qualifications Mr. Rice’s career with Eli Lilly has provided him with substantial experience in managing worldwide financial operations. His expertise gives the Board additional skills in the areas of financial oversight, risk management and the alignment of financial and strategic initiatives. Other public company boards Current Past 5 years None None Kenneth L. Salazar Age 62 Director since 2013 Independent Committees Risk & Compliance (Chair) Infrastructure & Investment Background Kenneth L. Salazar is a Partner at WilmerHale, a full service business law firm, a position he has held since June 2013. Previously, Mr. Salazar served as the U.S. Secretary of the Interior from 2009 to 2013, as U.S. Senator from Colorado from 2005 to 2009 and as Attorney General of Colorado from 1999 to 2005. Qualifications Mr. Salazar has substantial public policy experience at both the state and federal levels. Mr. Salazar provides the Board with additional insights on public policy issues, government regulation and leadership on matters involving multiple stakeholder stewardship. Other public company boards Current Past 5 years None None	Past 5 Years None

TARGET CORPORATION 2017 Proxy Statement

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Stock ownership information

2015 Proxy Statement|TARGET CORPORATION     24

STOCK OWNERSHIP INFORMATION

STOCK OWNERSHIP GUIDELINES

Stock ownership guidelines

Stock ownership that must be disclosed in this proxy statement includes shares directly or indirectly owned and shares issuable or options exercisable that the person has the right to acquire within 60 days. Our stock ownership guidelines vary from the required ownership disclosure in that they do not include any options, but do include share equivalents held under deferred compensation arrangements as well as unvested restricted stock units (RSUs) and performance-based RSUs (PBRSUs) at the minimum share payout. We believe our stock ownership guidelines for our directors and executive officers are aligned with shareholders’ interests because the guidelines reflect equity that has economic exposure to both upside and downside risk.

Ownership guidelines by position Directors Fixed value of $500,000 CEO 7x base salary Other NEOs 3x base salary Equity used to meet stock ownership guidelines Yes Outstanding shares that the person beneficially owns or is deemed to beneficially own, directly or indirectly, under the federal securities laws RSUs and PBRSUs (at their minimum share payout, which is 75% of the at-goal payout level), whether vested or unvested Deferred compensation amounts that are indexed to Target common stock, but ultimately paid in cash No Options, regardless of when they are exercisable Performance Share Units (PSUs) because their minimum share payout is 0% of the at-goal payout level

All directors and executive officers are expected to achieve the required levels of ownership under our stock ownership guidelines within five years of their election or appointment. If a director or executive officer has not satisfied the ownership guideline amounts within those first five years, he or she must retain all shares acquired on the vesting of equity awards or the exercise of stock options (in all cases net of exercise costs and taxes) until compliance is achieved. In addition, if an executive officer is below the ownership guideline amounts during the first five years after becoming an executive officer, he or she must retain at least 50% of all shares acquired on the vesting of equity awards or the exercise of stock options (in all cases net of exercise costs and taxes) until compliance is achieved. In 2014 the stock ownership guidelines were amended to add an another requirement that if an executive officer is below the ownership guideline amounts during their first five years, he or she must retain at least 50% of all shares acquired on the vesting of equity awards or the exercise of stock options until compliance is achieved.

2015

TARGET CORPORATION 2017 Proxy Statement|TARGET CORPORATION     25

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The following table shows the holdings of our current directors and NEOs recognized for purposes of our stock ownership guidelines as of March 29, 2017, and the respective ownership guidelines calculations.