Hedge fund, Target take off gloves in proxy fight
* Ackman calls Target's board "suboptimal"
* Target CEO urges shareholders to vote board's nominees
By Svea Herbst-Bayliss
BOSTON, April 21 (Reuters) - The battle for board seats at Target Corp (TGT.N: Quote, Profile, Research) heated up on Tuesday when Pershing Square Capital Management called the current directors "suboptimal" after the retailer said the hedge fund has a "risky agenda."
The New York-based hedge fund, which owns about 7.8 percent of Target's shares, and the Minneapolis-based retailer fired off a string of regulatory filings on Tuesday as the battle for votes intensified before the May 28 annual meeting.
In a 72-page regulatory filing, activist investor William Ackman, who scored a victory last week when shopping mall operator General Growth Properties filed for bankruptcy after months of prodding, again asked shareholders to elect his slate of five independent directors, including himself.
He praised management, as he often does, but his tone was sharper about the board's perceived shortcomings.
"We believe the company has strong management, talented and hardworking employees, valuable assets, and one of the country's great brands," Ackman wrote.
"We believe however that Target's current board composition is suboptimal," he added.
Pershing Square's slate would bring independent experts to Target's main business segments -- credit cards, retail, and real estate -- to the board, Ackman said.
Less than two weeks ago Target told shareholders that a vote for Ackman and his slate could support a "risky agenda."
Late on Tuesday, Target Chairman Gregg Steinhafel again asked shareholders to use the white proxy cards to vote for the board's recommended nominees and ignore the gold card that would vote for the hedge fund's slate.
Ackman, who has battled Target to sell its credit card business and the land under its stores to boost its share price also put a broader political spin on his quest. He complained that shareholders can rarely choose between two candidates when voting for board members.
"In the political realm, we see analogous elections only in the Third World and in dictatorships," he wrote.
Earlier on Tuesday Michael Gilson, a corporate governance expert who is on the hedge fund's slate, asked Target to use a single ballot for the board election.
But Target opposed Gilson's plans by saying they would confuse shareholders who already understand the difference between the two slates.
With less than six weeks before Target's annual meeting, the fight for votes has been kicked into a higher gear. Ackman is expected to travel soon to visit large institutional investors including Boston-based State Street Global Advisors and Fidelity Investments.
His slate will also introduce themselves and field questions at a town hall meeting in New York on May 11.
While some of Ackman's critics have called his campaign a distraction to Target's management at a difficult time, he may be tapping into a sense of frustration among shareholders now.
"Pershing appears to be astutely exploiting the current pro-(shareholder)-choice zeitgeist, and puts Target on its back foot," Christopher Young, head of M&A research at RiskMetrics Group wrote in a note on Tuesday. (Reporting by Svea Herbst-Bayliss, editing by Matthew Lewis)
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