false0000039911 0000039911 2020-05-19 2020-05-19


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)

May 19, 2020

THE GAP, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
1-7562
 
94-1697231
(State of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
Two Folsom Street
 
 
San Francisco,
California
 
94105
(Address of principal executive offices)
 
(Zip Code)

(415) 427-0100
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.05 par value
GPS
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
 
Emerging growth company
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 19, 2020, The Gap, Inc. (the "Company") held its annual meeting of shareholders (the "Annual Meeting"). As of March 23, 2020, the Company’s record date for the Annual Meeting, there were a total of 372,639,457 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 346,354,687 shares of common stock were represented in person or by proxy and, therefore, a quorum was present.

The shareholders of the Company voted on the following items at the Annual Meeting:

1.
Election of the directors nominated by the Board of Directors.
Nominee
For
Against
Abstain
Broker Non-Votes
Amy Bohutinsky
326,000,192
1,233,834
142,601
18,978,060
John J. Fisher
321,251,085
6,015,367
110,175
18,978,060
Robert J. Fisher
316,487,476
10,778,266
110,885
18,978,060
William S. Fisher
321,279,626
5,974,507
122,494
18,978,060
Tracy Gardner
322,192,644
5,046,610
137,373
18,978,060
Isabella D. Goren
325,901,912
1,331,271
143,444
18,978,060
Bob L. Martin
320,818,131
6,352,713
205,783
18,978,060
Amy Miles
326,861,611
370,933
144,083
18,978,060
Jorge P. Montoya
321,175,827
6,054,307
146,493
18,978,060
Chris O’Neill
325,375,027
1,854,085
147,515
18,978,060
Mayo A. Shattuck III
313,869,391
13,357,472
149,764
18,978,060
Elizabeth A. Smith
326,849,358
379,971
147,298
18,978,060
Sonia Syngal
323,350,480
3,889,197
136,950
18,978,060

Based on the votes set forth above, the director nominees were duly elected.

2.
Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2021.
For
Against
Abstain
333,872,033
12,381,462
101,192

Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2021 was duly ratified.

3.
Approval, on an advisory basis, of the overall compensation of the Company’s named executive officers.
For
Against
Abstain
Broker Non-Votes
317,222,519
9,922,108
232,000
18,978,060

Based on the votes set forth above, the overall compensation of the Company’s named executive officers was approved.









SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
THE GAP, INC.
 
 
 
 
 
 
 
 
 
Date: May 21, 2020
By:
/s/ Julie Gruber
 
 
 
Julie Gruber
 
 
 
Executive Vice President and
 
 
Chief Legal Officer
 



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