Gap Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$GAP
Clothing/Shoe/Accessory Stores
Consumer Discretionary
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)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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 | ||||||
| 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 | |||||
| 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 20, 2025, the Company held its annual meeting of shareholders (the "Annual Meeting"). As of March 21, 2025, the record date for the Annual Meeting, there were a total of 376,603,723 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 353,826,312 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 | ||||||||||||||||||||||
| Brady Brewer | 324,753,922 | 335,928 | 331,152 | 28,405,310 | ||||||||||||||||||||||
| Salaam Coleman Smith | 323,759,952 | 1,344,301 | 316,749 | 28,405,310 | ||||||||||||||||||||||
| Richard Dickson | 324,085,269 | 1,012,623 | 323,110 | 28,405,310 | ||||||||||||||||||||||
| Elisabeth B. Donohue | 324,149,137 | 935,736 | 336,129 | 28,405,310 | ||||||||||||||||||||||
| Robert J. Fisher | 275,387,372 | 49,675,808 | 357,822 | 28,405,310 | ||||||||||||||||||||||
| William S. Fisher | 323,956,866 | 1,099,543 | 364,593 | 28,405,310 | ||||||||||||||||||||||
| Kathryn Hall | 324,705,767 | 401,525 | 313,710 | 28,405,310 | ||||||||||||||||||||||
| Amy Miles | 323,941,234 | 1,115,721 | 364,047 | 28,405,310 | ||||||||||||||||||||||
| Chris O’Neill | 324,757,164 | 345,398 | 318,440 | 28,405,310 | ||||||||||||||||||||||
| Mayo A. Shattuck III | 319,971,036 | 5,131,760 | 318,206 | 28,405,310 | ||||||||||||||||||||||
Tariq Shaukat | 324,725,174 | 377,737 | 318,091 | 28,405,310 | ||||||||||||||||||||||
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 accountant for the fiscal year ending on January 31, 2026.
| For | Against | Abstain | ||||||||||||
| 344,942,727 | 8,479,268 | 404,317 | ||||||||||||
Based on the votes set forth above, the selection of Deloitte & Touche LLP as the Company’s independent accountant for the fiscal year ending on January 31, 2026, 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 | |||||||||||||||||
| 319,861,121 | 5,214,766 | 345,115 | 28,405,310 | |||||||||||||||||
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.
| THE GAP, INC. | |||||||||||
| Date: May 23, 2025 | By: | /s/ Julie Gruber | |||||||||
| Julie Gruber | |||||||||||
| Executive Vice President and | |||||||||||
| Chief Legal and Compliance Officer | |||||||||||