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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered
iCommon Stock, $0.05 par value
iGPS
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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.
At the 2021 annual meeting of shareholders (the “Annual
Meeting”) of The Gap, Inc. (the “Company”) held on May 11, 2021, the Company’s shareholders approved the amendment and restatement of The Gap, Inc. 2016 Long-Term Incentive Plan (as amended and restated, the “Amended LTIP”), primarily in order to increase the number of shares authorized for issuance thereunder by 35 million shares. A summary of the Amended LTIP is set forth under “Proposal No. 5 – Approval of the Amendment and Restatement of The Gap, Inc. 2016 Long-Term Incentive Plan” in the Company’s proxy statement for the Annual Meeting (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2021. Such summary and
the foregoing description of the Amended LTIP do not purport to be complete and are qualified in their entirety by reference to the Amended LTIP, a copy of which is attached as Appendix B to the Proxy Statement and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
May 11, 2021, the Company held the Annual Meeting. As of March 15, 2021, the record date for the Annual Meeting, there were a total of 374,911,323 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 341,075,982 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
John J. Fisher
319,183,409
5,309,998
107,210
16,475,365
Robert J. Fisher
271,021,897
53,456,938
121,782
16,475,365
William S. Fisher
319,161,514
5,314,252
124,851
16,475,365
Tracy
Gardner
319,852,571
4,525,841
222,205
16,475,365
Isabella D. Goren
321,817,185
2,549,883
233,549
16,475,365
Bob L. Martin
318,519,343
5,828,294
252,980
16,475,365
Amy
Miles
322,076,700
2,286,242
237,675
16,475,365
Jorge P. Montoya
317,887,745
6,418,141
294,731
16,475,365
Chris O’Neill
320,747,674
3,540,627
312,316
16,475,365
Mayo
A. Shattuck III
318,419,438
5,929,247
251,932
16,475,365
Elizabeth A. Smith
322,119,283
2,244,968
236,366
16,475,365
Salaam Coleman Smith
323,672,869
687,800
239,948
16,475,365
Sonia
Syngal
319,653,254
4,709,198
238,165
16,475,365
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 29, 2022.
For
Against
Abstain
328,656,113
12,237,043
182,826
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 29, 2022 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
284,804,155
39,645,977
150,485
16,475,365
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 and restatement of The Gap, Inc. Employee Stock Purchase Plan.
For
Against
Abstain
Broker
Non-Votes
323,735,764
754,938
109,915
16,475,365
Based on the votes set forth above, the amendment and restatement of The Gap, Inc. Employee Stock Purchase Plan was approved.
5.Approval of the amendment and restatement of The Gap, Inc. 2016 Long-Term Incentive Plan.
For
Against
Abstain
Broker
Non-Votes
257,514,700
66,950,856
135,061
16,475,365
Based on the votes set forth above, the amendment and restatement of The Gap, Inc. 2016 Long-Term Incentive Plan was approved.
The information provided pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished to the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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.