Brian Cornell, the Executive Chairman and former CEO of Target, was re-elected as a director at the company's annual shareholder meeting this month, but his support from investors saw a significant decline.
The approval rate for his re-election was only 87.2%. This figure is notably lower than Cornell's historical average support of around 95% and falls well below the 96.6% average approval rate for directors at S&P 500 companies this year.
Cornell has faced considerable market criticism. During his tenure, the company's stock price has been halved, revenue has declined for three consecutive years, and profitability has continued to weaken.
The company did not directly address media inquiries, instead pointing to its 2026 proxy statement. In the filing, Target stated that having Cornell serve as Executive Chairman during the transition to a new CEO allows the board to leverage his deep industry experience to support the company’s transformation.
While Target has promised investors a major turnaround plan under its new Chief Executive Officer, the continued leadership of former head Brian Cornell at the board level has prompted strong calls for management change from several large institutional investors.
At the annual meeting held this month, the shareholder vote in favor of this former CEO and current Executive Chairman reached the lowest level in the company's history.
The 67-year-old Cornell was re-elected, but this vote marked the largest drop in support he has received since joining the company over a decade ago as CEO.
Only 87.2% of votes were cast in favor of his re-election, a 4-percentage-point drop from last year. This is far below his past average of 95% and significantly trails the 96.6% average support for S&P 500 company directors this year, as tracked by Harvard Law School.
Kevin Kaiser, an Adjunct Professor of Finance at the Wharton School and an instructor on shareholder activism, noted that a typical director approval rating is above 95%. A result below 95% is considered poor, and below 90% is very bad, indicating a significant number of shareholders actively voted against the director's continuation.
Kaiser added that since most institutional investors typically follow the recommendations of major proxy advisory firms and the board itself, a support rate below 90% is rare and represents an exceptionally poor outcome.
This sharp decline in support follows Cornell's move in February from CEO to Executive Chairman, a change made amid shrinking profits, a plunging stock price, and three straight years of declining annual revenue.
Neil Saunders, Managing Director and retail analyst at GlobalData, stated that many analysts and investors view this role change as a "reward for failure," with a desire for a complete overhaul of the management team that presided over the company's problems.
"If a CEO fails, the general consensus is they should leave the board," Saunders said. "It's very hard for the market and investors to accept someone being promoted to a senior role after poor performance that crashed the stock and put the company in a difficult position."
Target did not directly respond to questions but referred to its 2026 proxy statement and a news release on the meeting results. The company stated in the filing that separating the Chairman and CEO roles aligns with its current strategy and focus, with clear responsibilities for each position.
The announcement read: "This governance structure allows new CEO Michael Fiddelke to focus initially on executing key operational initiatives, while Cornell, as Executive Chairman, enables the board to continue drawing on his deep industry and company operational experience during this period of transformation."
Cornell's Mixed Legacy
Cornell became CEO of Target in 2014. During his tenure, company revenue grew by over 44%, transforming it into a retail giant with annual revenue exceeding $100 billion. He spearheaded the expansion of online operations and physical stores and guided the company through the challenges of the COVID-19 pandemic.
However, in recent years, the company's performance has consistently fallen short of market expectations, with competitors like Costco, Walmart, and Amazon eroding its market share. Cornell has faced growing criticism for issues such as inventory management problems and underinvestment in stores. Once known for trendy, branded merchandise, Target is now seen as lagging in selecting hit products.
Furthermore, business decisions on various social issues have led to widespread boycotts, with much of the pressure landing on Cornell. A few summers ago, the company's reduction of LGBTQ+ Pride-themed merchandise and diversity, equity, and inclusion initiatives sparked a national consumer boycott, causing store traffic to plummet for weeks.
The combination of these negative factors led to a steep decline in Target's stock price. Although the share price has risen approximately 33% year-to-date, it remains roughly half of its all-time high reached in 2021.
A June survey of 51 institutional investors by Mizuho Securities indicated that Wall Street had initially hoped Target would hire an external candidate to replace Cornell as CEO.
Instead, the company promoted from within: Cornell remained as Executive Chairman, while veteran executive Fiddelke was named CEO. On the same day this management change was announced, the company again lowered its full-year revenue forecast, displeasing investors and causing the stock to fall. Market sentiment has improved somewhat recently, with new CEO Fiddelke receiving a 99% approval rate at the shareholder meeting.
Michael Baker, Senior Research Analyst at D.A. Davidson, commented in an interview: "You can see clear improvements in many areas, like merchandise assortment, which is evidence that Fiddelke's changes are working."
For the first quarter of fiscal 2026, ended May 2, Target reported a 5.6% increase in comparable sales, marking the first positive growth in five quarters, with all six core merchandise categories showing improvement. The company stated that its turnaround is showing early signs of success, though CFO James Lee acknowledged that a temporary boost from tax refunds helped consumer spending, an effect that will fade later in the year.
Significant Erosion of Shareholder Support
Full voting records have not yet been disclosed, so it is unclear exactly which institutions voted against Cornell and their specific reasons. However, two major U.S. public pension funds voted against him.
Voting documents show that the Florida State Board of Administration, which manages the nation's sixth-largest public pension fund with $277 billion in assets, voted against Cornell for the first time after supporting him for nine consecutive years, citing the company's prolonged weak operational performance. The fund did not respond to a request for comment.
The New York State Comptroller's Office, which manages the $295 billion New York State Common Retirement Fund, supported Cornell from 2017 to 2024 but has now voted against him at the last two annual meetings.
New York State Comptroller Thomas DiNapoli stated: "Management should not be rewarded with promotions for poor performance."
While these two pension funds are influential, they are not among Target's top 50 shareholders. The voting stance of the company's largest investors remains unknown.
Several left-leaning shareholder advocacy groups, including SOC Investment Group, Trillium Asset Management, and Mercy Investment Services, publicly urged shareholders to vote against Cornell's re-election and also opposed the re-election of Lead Independent Director Christine Leahy. At the recent meeting, Leahy received only 88.5% support, an 8-percentage-point drop from last year.
Wharton Professor Kaiser remarked: "When an executive's decisions damage a company's reputation and erode trust with employees and consumers, promoting that person to Executive Chairman of the board is highly controversial. The Lead Independent Director should have prevented this不合理的人事安排."
Target's proxy statement praised Leahy's capabilities, stating that strong governance safeguards her independence and recommending shareholders vote for her re-election.
It is uncertain whether this investor pressure will force the Target board to make personnel changes. However, Kaiser noted that when a director suffers a sharp drop in support at an annual meeting, it often triggers management changes.
"The board and its directors are under significant pressure and have clearly lost shareholder trust," Kaiser said. "If management doesn't make changes proactively, the voting results at the next annual meeting will be even worse."
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