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    Gap Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/23/25 4:22:00 PM ET
    $GAP
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary
    Get the next $GAP alert in real time by email
    gps-20250520
    0000039911false00000399112025-05-202025-05-20

    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 20, 2025

    THE GAP, INC.
    (Exact name of registrant as specified in its charter)
    Delaware1-756294-1697231
    (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
    Two Folsom Street
    San Francisco,California94105
    (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 classTrading SymbolName of each exchange on which registered
    Common Stock, $0.05 par valueGAPThe 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☐
    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.
    NomineeForAgainstAbstainBroker Non-Votes
    Brady Brewer324,753,922335,928331,15228,405,310
    Salaam Coleman Smith323,759,9521,344,301316,74928,405,310
    Richard Dickson324,085,2691,012,623323,11028,405,310
    Elisabeth B. Donohue324,149,137935,736336,12928,405,310
    Robert J. Fisher275,387,37249,675,808357,82228,405,310
    William S. Fisher323,956,8661,099,543364,59328,405,310
    Kathryn Hall324,705,767401,525313,71028,405,310
    Amy Miles323,941,2341,115,721364,04728,405,310
    Chris O’Neill324,757,164345,398318,44028,405,310
    Mayo A. Shattuck III319,971,0365,131,760318,20628,405,310
    Tariq Shaukat
    324,725,174377,737318,09128,405,310

    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.
    ForAgainstAbstain
    344,942,7278,479,268404,317

    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.
    ForAgainstAbstainBroker Non-Votes
    319,861,1215,214,766345,11528,405,310

    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, 2025By:/s/ Julie Gruber
    Julie Gruber
    Executive Vice President and
    Chief Legal and Compliance Officer


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