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Gap Inc – ‘8-K’ for 3/2/21

On:  Thursday, 3/4/21, at 4:23pm ET   ·   For:  3/2/21   ·   Accession #:  39911-21-11   ·   File #:  1-07562

Previous ‘8-K’:  ‘8-K’ on / for 11/24/20   ·   Next:  ‘8-K’ on / for 3/9/21   ·   Latest:  ‘8-K’ on 4/13/21 for 4/8/21   ·   1 Reference:  To:  Gap Inc. – ‘DEF 14A’ on 4/7/20 for 5/19/20

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/04/21  Gap Inc                           8-K:2,5,7,9 3/02/21   16:2.9M

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     35K 
 2: EX-99.1     Earnings Press Release                              HTML    132K 
 3: EX-99.2     Investor Slides                                     HTML     17K 
 4: EX-99.3     Dividend Press Release                              HTML     10K 
 5: EX-99.4     Director Press Release                              HTML     13K 
12: R1          Cover Page Cover Page                               HTML     46K 
14: XML         IDEA XML File -- Filing Summary                      XML     13K 
11: XML         XBRL Instance -- gps-20210302_htm                    XML     22K 
13: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 7: EX-101.CAL  XBRL Calculations -- gps-20210302_cal                XML      7K 
 8: EX-101.DEF  XBRL Definitions -- gps-20210302_def                 XML     10K 
 9: EX-101.LAB  XBRL Labels -- gps-20210302_lab                      XML     68K 
10: EX-101.PRE  XBRL Presentations -- gps-20210302_pre               XML     34K 
 6: EX-101.SCH  XBRL Schema -- gps-20210302                          XSD     12K 
15: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
16: ZIP         XBRL Zipped Folder -- 0000039911-21-000011-xbrl      Zip     43K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C:  C: 
  gps-20210302  
 i 0000039911 i false00000399112021-03-022021-03-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM  i 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)

 i March 2, 2021

 i THE GAP, INC.
(Exact name of registrant as specified in its charter)
 i Delaware i 1-7562 i 94-1697231
(State of incorporation)(Commission File Number)(IRS Employer Identification No.)
 i Two Folsom Street
 i San Francisco, i California i 94105
(Address of principal executive offices)(Zip Code)

( i 415)  i 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):
 i Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i 
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
 i Common Stock, $0.05 par value i GPS i The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in 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  i 
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 2.02    Results of Operations and Financial Condition.

    On March 4, 2021, The Gap, Inc. (the "Company") issued a press release announcing the Company’s earnings for the fourth quarter and fiscal year ended January 30, 2021. A copy of this press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference. A slide presentation, which includes supplemental information relating to the Company's fourth quarter and fiscal year earnings, is furnished as Exhibit 99.2 to this current report.

The information provided pursuant to Item 2.02, including the exhibit furnished herewith, 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, the "Securities Act") or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
        Compensatory Arrangements of Certain Officers.

(d)
    
    On March 2, 2021, the board of directors (the “Board”) of the Company appointed Salaam Coleman Smith to serve as a director of the Company, effective March 22, 2021. The Board did not appoint Ms. Smith to serve on any committees of the Board at the time of her appointment.

In connection with Ms. Smith’s appointment to the Board, she received Company stock units with an initial aggregate value of $170,000 (based on the then-current fair market value of the Company's common stock) upon the effective date of her appointment and will receive an annual cash retainer of $90,000 for her service as a director. The terms of the stock units will be consistent with the stock units for the Company's other non-employee directors, as described under the heading "Compensation of Directors" in the proxy statement for the Company's 2020 annual meeting of shareholders, which description is incorporated herein by reference.

There are no arrangements or understandings between Ms. Smith and any other person pursuant to which she was appointed as a director, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
    
Item 7.01     Regulation FD Disclosure.

On March 2, 2021, the Company issued a press release affirming the payment of its previously approved and deferred first quarter fiscal year 2020 dividend, which, as previously announced at the time the dividend was deferred, will be payable on or after April 28, 2021 to shareholders of record at the close of business on April 7, 2021. A copy of the press release is furnished as Exhibit 99.3 to this current report.

On March 4, 2021, the Company issued a press release announcing the election of Salaam Coleman Smith to serve as a director of the Company. A copy of this press release is furnished as Exhibit 99.4 to this current report.

The information provided pursuant to Item 7.01, including the exhibits furnished herewith, shall not be deemed "filed" for purposes of Section 18 of 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.





Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.Exhibit Description
99.1 
99.2 
99.3 
99.4 
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: March 4, 2021By:/s/ Katrina O'Connell
Katrina O'Connell
Executive Vice President and
Chief Financial Officer



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
4/28/21
4/7/21
3/22/21
Filed on:3/4/21
For Period end:3/2/214
1/30/21
 List all Filings 


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/07/20  Gap Inc.                          DEF 14A     5/19/20    2:14M
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