Gap Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$GAP
Clothing/Shoe/Accessory Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 8, 2024, the Compensation and Management Development Committee of the Board of Directors (the "Committee") of The Gap, Inc. (the "Company") approved an amendment to the performance-based restricted stock units granted for the Company’s fiscal 2024-2026 performance period (the “2024 PRSUs”) to provide that any portion of such award that is earned based on performance following completion of such period will be 100% vested on date the Committee certifies the applicable performance results (the “Amendment”). The Amendment applies to all holders of 2024 PRSUs including the following named executive officers of the Company: Richard Dickson, Katrina O'Connell, Horacio Barbeito, Chris Blakeslee, and Mark Breitbard. The target number of shares of Company common stock subject to the 2024 PRSUs held by Mr. Dickson, Ms. O'Connell, Mr. Barbeito, Mr. Blakeslee, and Mr. Breitbard are: 315,893, 103,652, 162,882, 96,248, and 103,652, respectively and the payout of the 2024 PRSUs held by such named executive officers may range from 0%-300% of target depending on performance results. Prior to the Amendment, the 2024 PRSUs provided for 50% vesting of the award on the date the Committee certifies the applicable performance results (the “Certification Date”) and 50% vesting on the 1-year anniversary of the Certification Date.
The foregoing summary is qualified in its entirety by reference to the full text of the form of Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | |||||||
| Form of Amendment No. 1 to 2024 Performance Share Agreement under the 2016 Long-Term Incentive Plan | ||||||||
| 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: October 11, 2024 | By: | /s/ Julie Gruber | |||||||||
| Julie Gruber | |||||||||||
| Executive Vice President and Chief Legal and Compliance Officer | |||||||||||