Gap Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$GPS
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
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(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
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(415 ) 427-0100
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N/A
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 7, 2024, as described below, upon the recommendation of the Board of Directors of The Gap, Inc. (the "Company"), the Company's stockholders approved an amendment (the "Officer Exculpation Amendment") to the Company's Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers. The Officer Exculpation Amendment became effective upon the filing of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Delaware Secretary of State on May 8, 2024.
A description of the Officer Exculpation Amendment is set forth on page 73 of the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 27, 2024, which description is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 7, 2024, the Company held its annual meeting of shareholders (the "Annual Meeting"). As of March 11, 2024, the record date for the Annual Meeting, there were a total of 372,226,326 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 348,804,578 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 | ||||||||||||||||||||||
| Richard Dickson | 319,249,156 | 1,604,000 | 139,303 | 27,812,119 | ||||||||||||||||||||||
| Elisabeth B. Donohue | 317,516,245 | 3,294,698 | 181,516 | 27,812,119 | ||||||||||||||||||||||
| Robert J. Fisher | 279,217,357 | 41,643,314 | 131,788 | 27,812,119 | ||||||||||||||||||||||
| William S. Fisher | 319,360,330 | 1,496,479 | 135,650 | 27,812,119 | ||||||||||||||||||||||
| Tracy Gardner | 317,039,427 | 3,800,576 | 152,456 | 27,812,119 | ||||||||||||||||||||||
| Kathryn Hall | 318,133,073 | 2,673,435 | 185,951 | 27,812,119 | ||||||||||||||||||||||
| Amy Miles | 317,478,346 | 3,321,836 | 192,277 | 27,812,119 | ||||||||||||||||||||||
| Chris O’Neill | 318,112,681 | 2,680,529 | 199,249 | 27,812,119 | ||||||||||||||||||||||
| Mayo A. Shattuck III | 314,178,738 | 6,648,221 | 165,500 | 27,812,119 | ||||||||||||||||||||||
Tariq Shaukat | 318,120,001 | 2,708,677 | 163,781 | 27,812,119 | ||||||||||||||||||||||
| Salaam Coleman Smith | 317,474,053 | 3,356,851 | 161,555 | 27,812,119 | ||||||||||||||||||||||
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 February 1, 2025.
| For | Against | Abstain | ||||||||||||
| 336,088,149 | 12,380,771 | 335,658 | ||||||||||||
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 February 1, 2025 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 | |||||||||||||||||
| 311,527,263 | 9,246,369 | 218,827 | 27,812,119 | |||||||||||||||||
Based on the votes set forth above, the overall compensation of the Company’s named executive officers was approved on an advisory basis.
4.Approval of the amendment of the Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 306,690,578 | 14,080,482 | 221,399 | 27,812,119 | |||||||||||||||||
Based on the votes set forth above, the amendment of the Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers was approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | |||||||
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of The Gap, Inc., dated May 8, 2024 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 10, 2024 | By: | /s/ Julie Gruber | |||||||||
| Julie Gruber | |||||||||||
| Executive Vice President and | |||||||||||
| Chief Legal and Compliance Officer | |||||||||||