As if proxy fights don’t have enough drama, the New York Times’ DealBook reports that a new fight is brewing between a Pershing Square dissident nominee for a seat on the board at Target Corp. and the company. The nominee, Ronald Gilson, a law professor at Stanford, has proposed the use of a so-called universal proxy ballot – where all nominees appear on a single ballot – in an April 21 letter to the company. The retailer opposes the change, arguing it will confuse shareholders. Some governance advocates like the idea because it allows shareholders to select nominees from either slate based on views about individual nominees.

A copy of Gilson’s letter filed with the SEC can be found Here >>

A news release with Target Corp.’s response can be found Here >>

European readers may be puzzled by why a “Universal Ballot” is causing such a problem when shareholder proposals invariably share the same ballot card as management proposals. One industry observer has suggested that a single card will pose problems for the vote tabulator as their systems are not designed for this inclusive approach. This is perhaps another example of where best practice sharing between jurisdictions would be welcome.

To receive a copy of PGI’s analysis of the Perhsing Square proxy fight please contact Scott Fenn

Last Updated: 26 April 2009