(Exact name of registrant as specified in its charter)
Delaware
1-7562
94-1697231
(State or other jurisdiction 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)
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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))
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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 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
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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.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 10, 2022, The Gap, Inc. (the "Company") held its annual meeting of shareholders (the "Annual Meeting"). As of March 14, 2022, the record date for the Annual Meeting, there were a total of 369,785,233 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 339,490,794 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 of the Company.
Nominee
For
Against
Abstain
Broker Non-Votes
Elisabeth B. Donohue
315,919,621
2,435,116
143,932
20,992,125
Robert J. Fisher
284,496,748
33,867,815
134,106
20,992,125
William S. Fisher
314,880,093
3,472,751
145,825
20,992,125
Tracy Gardner
312,013,145
6,251,550
233,974
20,992,125
Kathryn Hall
317,009,193
1,315,124
174,352
20,992,125
Bob L. Martin
314,321,892
3,997,026
179,751
20,992,125
Amy Miles
316,641,128
1,710,904
146,637
20,992,125
Chris O’Neill
316,633,681
1,630,381
234,607
20,992,125
Mayo A. Shattuck III
309,927,987
8,389,928
180,754
20,992,125
Salaam Coleman Smith
316,006,608
2,342,237
149,824
20,992,125
Sonia Syngal
314,943,354
3,401,097
154,218
20,992,125
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 28, 2023.
For
Against
Abstain
323,295,889
16,028,575
166,330
Based on the votes set forth above, the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2023 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
311,274,041
5,678,440
1,546,188
20,992,125
Based on the votes set forth above, the overall compensation of the Company’s named executive officers was approved on an advisory basis.
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.
