TARGET CORP

6. Who may vote and what constitutes a quorum for the 2026 Annual

Meeting?

Only Registered Shareholders or Beneficial Owners holding our outstanding shares at the close of business on the record date

(April 13, 2026) are entitled to receive notice of the 2026 Annual Meeting and to vote. Target common stock is the only class of

voting shares we have outstanding. Each share of common stock will have one vote for each director nominee and one vote on

each item of business to be voted on. As of the record date,454,176,247 shares of our common stock were outstanding.

We need a quorum to be able to hold the 2026 Annual Meeting. The presence at the 2026 Annual Meeting, in person or by proxy,

of the holders of a majority of our common stock outstanding on the record date will constitute a quorum. Proxies received but

marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present

at the 2026 Annual Meeting for purposes of determining whether there is a quorum.

7. How do I vote?

You are able to vote your shares by providing instructions to the proxy holders who will then vote in accordance with your

instructions.

Advance voting

Depending on how you hold your shares, you have up to three options for voting in advance:

(1)Internet and Telephone voting is available 24 hours a day, seven days a week up to the applicable deadline. If you are a

Beneficial Owner holding shares outside of the Target 401(k) Plan, you may only vote by Internet and Telephone if your

broker, trustee, bank, or nominee makes those methods available to you. If you did not receive a proxy card or VIF and would

like to vote by mail, you must request a physical copy of the proxy materials, which will include a proxy card or VIF, by visiting

www.proxyvote.com, dialing 1-800-579-1639, or emailing sendmaterial@proxyvote.com. If requesting a physical copy of the

proxy materials, please be prepared to provide your control number, which can be found in your Internet Availability Notice.

Attending and voting at the 2026 Annual Meeting

enter the 16-digit control number found on your proxy card, VIF, or Internet Availability Notice, as applicable. For more information

about attending the 2026 Annual Meeting, please see Question 14 “How can I attend the 2026 Annual Meeting?” on page 96.

Shares held within the Target 401(k) Plan may only be voted by the trustee pursuant to voting instructions received in advance of

the 2026 Annual Meeting, and may not be voted by a participant at the 2026 Annual Meeting.

Important: to attend the 2026 Annual Meeting you must have the 16-digit control number found on your proxy card, VIF, or

8. What happens if I do not provide instructions on how to vote?

If you are a Registered Shareholder and return your proxy card without instructions, the persons named as proxy holders on the

proxy card will vote in accordance with the recommendations of the Board.

If you are a Beneficial Owner and do not vote your shares at the 2026 Annual Meeting, you must instead instruct your broker,

trustee, bank, or nominee how to vote your shares using the voting instruction form provided by that intermediary. If you do not

vote your shares at the 2026 Annual Meeting and do not provide voting instructions, whether your shares can be voted by your

broker, bank, or nominee depends on the type of item being considered.

•Non-Discretionary Items. If you do not provide voting instructions for any of the non-discretionary items at the 2026 Annual

Meeting, your broker, bank, or nominee cannot vote your shares, resulting in a “broker non-vote.” All items of business other

than Item 2 (Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm) are non-

discretionary items. Shares constituting broker non-votes will be counted as present for the purpose of determining a quorum at

the 2026 Annual Meeting, but generally are not counted or deemed to be present in person or by proxy for the purpose of voting

on any of the non-discretionary items.

•Discretionary Items. Even if you do not provide voting instructions, your broker, bank, or nominee may vote in its discretion on

Item 2 (Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm) because it is

a discretionary item.

If you hold shares through a trust, whether your trustee can vote your shares if you do not provide voting instructions depends on

the agreement governing the trust holding your shares. Voting for shares held in the Target 401(k) Plan is detailed in

Question 9 “How will shares in the Target 401(k) Plan be voted?” below on page 95.

9. How will shares in the Target 401(k) Plan be voted?

The 2026 Proxy Statement is being used to solicit voting instructions from participants in the Target 401(k) Plan with respect to

shares of our common stock that are held by the trustee of the plan for the benefit of plan participants. If you are a plan participant

and also own other shares as a Registered Shareholder or Beneficial Owner, you will separately receive proxy materials to vote

those other shares you hold outside of the Target 401(k) Plan. If you are a plan participant, you must instruct the plan trustee to

vote your shares in advance of the 2026 Annual Meeting by utilizing one of the methods described on the voting instruction form

that you receive in connection with your shares held in the Target 401(k) Plan. If you do not give voting instructions, the trustee

generally will vote the shares allocated to your Target 401(k) Plan account in proportion to the instructions actually received by the

trustee from participants who give voting instructions. Shares held within the Target 401(k) Plan may only be voted by the trustee

pursuant to voting instructions received in advance of the 2026 Annual Meeting, and may not be voted by a participant at the 2026

Annual Meeting.

10. What items are being voted upon, how does the Board recommend

that I vote, and what are the standards for determining whether any

item has been approved?

(2)For purposes of determining the level of support needed for a shareholder to be eligible to resubmit a shareholder proposal in

a following year using Rule 14a-8 under the Exchange Act, the SEC uses a simple majority standard that compares the votes

cast “For” to votes cast “Against” an item (which gives abstentions “No effect”).

(3)If quorum cannot be established without including broker non-votes, then those broker non-votes required to establish a

An item of business will not be considered to be approved unless it meets the applicable “Voting approval standard” listed above.

However, we believe in being responsive to shareholder input, and will consider whether there is majority opposition to

management proposals or majority support for shareholder proposals (whether binding or non-binding) using a simple majority of

more votes “For” than “Against” in determining the level of support for purposes of the Board’s response.

11. What happens if other matters are brought before the 2026 Annual

Meeting and does Target expect that any other matters will be

brought?

If any other matters properly come before the 2026 Annual Meeting calling for a vote of shareholders, proxy holders will vote as

recommended by the Board or, if no recommendation is given, in their own discretion. The persons named as proxy holders also

have discretionary authority to vote to adjourn or postpone the 2026 Annual Meeting, including for the purpose of soliciting votes in

accordance with our Board’s recommendations.

As of the date of the 2026 Proxy Statement, we know of no matters that will be presented for action at the 2026 Annual

Meeting other than those referred to in the 2026 Proxy Statement.

12. May I vote confidentially?

Subject to the described exceptions, where the shareholder has requested confidentiality on the proxy card, our policy is to treat

all proxies, ballots, and voting tabulations of a shareholder confidentially.

If you so request, your proxy will not be available for examination and your vote will not be disclosed prior to the tabulation of the

final vote at the 2026 Annual Meeting, except: (a) to meet applicable legal requirements, (b) to allow the independent election

inspector to count and certify the results of the vote, or (c) if there is a proxy solicitation in opposition to the Board, based upon an

opposition proxy statement filed with the SEC. The independent election inspector may at any time inform us whether a

shareholder has voted.

Voting instructions for shares held in the Target 401(k) Plan will be confidential as required by the terms of the Target 401(k) Plan

administered by the trustee.

13. May I change my vote?

Yes. Even after you have submitted your proxy, you may change your vote at any time prior to the applicable deadline by:

•mailing a later-dated proxy card;

•voting again via telephone or Internet; or

•attending and voting at the 2026 Annual Meeting by visiting virtualshareholdermeeting.com/TGT2026 and entering the 16-digit

control number found on your proxy card, VIF, or Internet Availability Notice, as applicable.

Please see the instructions under Question 7 “How do I vote?” on page 94.