TARGET CORP : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 6, 2020, Roxanne S. Austin informed the Board of Directors (the "Board") of Target Corporation ("Target") of her decision not to stand for re-election at the end of her current term expiring at the 2020 Annual Meeting of Shareholders in June. Ms. Austin will continue to serve as a member of the Board and on the Human Resources & Compensation Committee and Risk & Compliance Committee until her current term on the Board expires.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

           Year.

On January 8, 2020, Target's Board amended and restated Target's Bylaws (the "Restated Bylaws") to adopt a 10% ownership threshold for all special meetings called by shareholders.

The foregoing summary in this Item 5.03 is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is filed as Exhibit (3)B hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.



    (3)B     Bylaws (as amended through January 8, 2020).

  104      Cover Page Interactive Data File (formatted as Inline XBRL).

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