Target’s Brian Cornell Faces Historic Shareholder Backing Drop Amid Turnaround Scrutiny

Target Corporation’s Executive Chairman Brian Cornell saw his shareholder support fall to a record low of 87.2% during the company’s annual general meeting, marking the first time since he joined the board a decade ago that he failed to secure over 90% approval, according to proxy filings. The result has intensified pressure on the retail giant’s leadership as it attempts to reverse declining sales and a 50% drop in its stock price since 2021.

Why Is Cornell’s Support Dropping?

Cornell’s 4 percentage point decline from the previous year’s vote has drawn comparisons to rare instances of shareholder dissatisfaction in the S&P 500. Kevin Kaiser, a finance professor at the Wharton School, noted that “anything below 90% is considered a very bad result,” citing the rarity of such outcomes even in troubled companies. The drop followed Cornell’s transition from CEO to executive chairman in February 2025, a move critics argued rewarded underperformance.

Analysts pointed to multiple factors, including Target’s struggles with inventory management, declining foot traffic, and controversial decisions on social justice issues. The retailer faced backlash for reducing LGBTQ+ themed merchandise and scaling back diversity programs, which coincided with a sharp drop in customer visits. “Getting rewarded for delivering a decline in the share price and causing problems for the company just doesn’t sit well with a lot of people,” said Neil Saunders, GlobalData’s managing director.

What’s Target’s Response?

Target’s proxy statement defended the separation of the CEO and board chair roles, stating it allows new CEO Michael Fiddelke to focus on operational priorities while leveraging Cornell’s “in-depth knowledge of our business.” The company highlighted Fiddelke’s 99% shareholder approval during the meeting as a sign of confidence in his leadership. However, the board’s reliance on Cornell has drawn criticism from institutional investors.

The Florida State Board of Administration, which manages a $277 billion pension fund, voted against Cornell for the first time in nine years, citing “poor long-term company performance.” New York State’s comptroller, Thomas DiNapoli, also opposed him, stating, “Cornell and others should not be rewarded for poor performance.” While these funds are not among Target’s top 50 shareholders, their actions reflect broader shareholder discontent.

What’s Next for Target’s Leadership?

Shareholder pressure on the board is expected to grow unless there are significant changes. Kaiser warned that “if they don’t do something, the next annual meeting won’t go well for them.” The company’s recent financial results offer mixed signals: comparable sales rose 5.6% in the first quarter, but finance chief James Lee acknowledged the increase was partly driven by tax refunds, which he expects to wane.

Activist groups like SOC Investment Group and Trillium Asset Management have also called for board changes, targeting lead independent director Christine Leahy, who saw her support drop 8% to 88.5%. While Target’s governance structure emphasizes independence, the erosion of shareholder trust underscores the challenges facing its leadership amid a high-stakes turnaround effort.