Target shareholders to resolve dispute on board size

Minneapolis Target Corp. will let its shareholders vote on whether or not it should have a 12- or 13-member board of directors, in response to its latest dispute with activist investor Bill Ackman.

Last week, Ackman, CEO of New York-based Perishing Square Capital Management, sent a letter to Target stating that the retailer improperly shrunk the size of its board when former CEO Bob Ulrich stepped down from his seat in January.

Target, in a revised proxy statement filed on Monday, added a resolution for investors to consider determining that the number of directors shall be 12.

Target nominated four people to fill out the board and decided not to replace Ulrich because it doesn’t think a thirteenth member is necessary.

Pershing had suggested resolving the dispute through arbitration, but Target rejected that offer in favor of a shareholder resolution.

The size of the board is significant, because it will determine whether or not Target will have to seat one of the five candidates Pershing nominated to Target’s board.

Target shareholders will consider board appointments at the retailer’s 2009 annual meeting May 28, at a Target store in Waukesha, Wis.