Target shareholders to board: We are not happy

Target's investors have delivered a snub to most members of the retailer's board of directors.

At a Target shareholder meeting in Dallas, four of 10 board members received less than 80 percent of shareholder votes cast, including Roxanne Austin, the board's interim chair. Three others fell far short of the vote of 90 percent or more that corporate board members generally receive.

"I would say seven directors got significant wake-up calls," said Charles Elson, director of the Weinberg Center for Corporate Governance at the University of Delaware. "You should be somewhere in the 90s, typically. That's amazing. Of course, given what happened, it's not shocking. Still, in a large public company, it's quite amazing."

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Target is still recovering from a massive data breach late last year and its disappointing expansion into Canada, struggles that cost former CEO Gregg Steinhafel his job.

Elson suspects the shareholder vote could make some candidates for the Target CEO job think twice about the position, given shareholder discontent with the company and board.

All seven board members with subpar vote totals were in the cross-hairs of a shareholder advisory service. Institutional Shareholder Services recommended voting against them, contending they failed to protect Target from the data breach.

"The seven directors singled-out by ISS each had double-digit "against" percentages, with two in the 30-plus percent range," noted Professor Michael Useem, director of the Wharton Leadership Center at the University of Pennsylvania.

"The shareholder message is relatively strong and one that directors at many other boards will no doubt heed: enterprise risk management is a duty of the board -- especially catastrophic risk management," Useem said. "And directors will be criticized by investors when the board falls short."