Hedge fund, Target take off gloves in proxy fight

Tue Apr 21, 2009 11:09pm BST
[-] Text [+]
 * 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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