A coalition of activist shareholders representing more than $8 million in holdings has formally asked fellow investors in Target (NYSE: TGT) to vote against the re-election of Executive Chair Brian Cornell and Lead Independent Director Christine Leahy at the company’s annual meeting on June 10.
The group, which includes SOC Investment Group, Trillium Asset Management and Mercy Investment Services, delivered a letter that lays out a series of criticisms aimed at the retailer’s recent strategy and operational performance. The investors say persistent failures have damaged shareholder value, tarnished the brand and weakened customer trust.
Central to the coalition’s complaint is the board’s recent approach to CEO succession. The letter notes that former chief operating officer Michael Fiddelke was elevated to chief executive while Brian Cornell was retained as Executive Chair and assigned the role of Special Advisor. The letter characterizes that outcome as "continuity without correction," arguing the board kept continuity but did not sufficiently address past missteps.
Emma Bayes, Deputy Director of SOC Investment Group, expressed the coalition’s loss of confidence in current leadership. "As shareholders, we have lost faith in the current board leadership to steer the company after years of operational blunders and underperformance," she said. Bayes added that the appeal is intended as "a call for accountability and investor action to restore confidence in Target’s Board."
The shareholder letter points to measurable signs of underperformance, saying Target’s net sales fell year-over-year in nine of the last 12 fiscal quarters. It also highlights that store traffic was negative year-over-year in 10 of 12 months in 2025, a stretch during which competitors Walmart and Costco recorded growth.
In addition to sales and traffic metrics, the coalition calls attention to the retailer’s decline in brand standing, citing that Target dropped out of Fortune Magazine’s World’s Most Admired Companies top 50 for the first time since 2001.
Trillium’s Director of Shareholder Advocacy, Kate Monahan, described the moment as consequential. "This is a pivotal moment for Target," she said, adding that shareholders deserve "accountability and a forward-looking strategy that rebuilds trust with key stakeholders." Monahan warned that alienating core customer communities through inconsistent commitments and mishandled social issues could indicate larger governance and oversight problems. "Voting against Brian Cornell and Christine Leahy sends a clear message that investors believe a fresh start is urgently needed," she said.
The coalition also criticized the financial terms tied to Brian Cornell’s continued role on the board. They note his retention package includes a $1.12 million base salary, a cash incentive target equal to 200% of base salary, and $6 million in restricted stock units. The investors described the compensation as further evidence of a lack of accountability following a period of underperformance.
The shareholder group’s request sets up a contentious vote on June 10, when holders will have the opportunity to register their judgment of the board’s recent conduct and decisions. The letter frames the vote as an instrument for investors to demand changes in leadership and governance at the retailer.
Key points
- Activist coalition including SOC Investment Group, Trillium and Mercy calls for votes against Brian Cornell and Christine Leahy at the June 10 annual meeting.
- Target’s net sales declined year-over-year in nine of the last 12 fiscal quarters, and store traffic was negative in 10 of 12 months in 2025 while competitors posted growth.
- The coalition objects to Cornell’s retention terms and to the board’s decision to retain him as Executive Chair following the CEO succession.
Risks and uncertainties
- Outcome of the June 10 shareholder vote is uncertain and could affect governance at the company - this primarily impacts shareholders and the retail sector.
- Continued operational underperformance and falling traffic could further pressure Target’s competitive position versus peers such as Walmart and Costco - this is a risk to consumer-facing retail markets.