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 THE
GAP, INC.
(Exact name of registrant as specified in its charter)
|
| | | | |
i Delaware | | | | 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 class | Trading Symbol | Name 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.
The information in this Current Report on Form 8-K including the exhibits 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, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
Prior to her appointment
as the Company's CFO, Ms. O'Connell, 50, served as the Chief Financial Officer and Senior Vice President of Strategy & Innovation, Old Navy since January 2017; and Chief Financial Officer and Senior Vice President of Strategy, Banana Republic from March 2015 to January 2017. Ms. O'Connell has previously held various roles at the Company focused on both financial budgeting and forecasting for the Company's portfolio of brands, as well roles in supply chain, IT, treasury and investor relations.
Pursuant to the terms of Ms. O'Connell's at-will offer letter with the
Company (the "O'Connell Offer Letter"), she will receive an annual base salary of $750,000 and will be eligible for an annual target bonus equal to 100% of her base salary, prorated to her start date. Ms. O'Connell will also be eligible to receive long-term equity incentive awards with an annual target value of $2,500,000, which will be comprised of 60% performance restricted stock units, 20% stock options and 20% restricted stock units. The vesting period for such awards will be determined at the time of grant. Ms. O'Connell is also eligible to receive severance benefits as set forth in the O'Connell Offer Letter, which include 18 months of post-termination salary payments, reimbursement of healthcare premiums through COBRA, financial counseling, a prorated annual bonus and accelerated vesting of restricted stock units and performance shares or units that remain subject only to time vesting conditions scheduled to vest prior to April 1 following the fiscal
year of termination.
There are no family relationships existing between Ms. O'Connell and any director or executive officer of the Company. There have been no transactions, and no transactions are currently proposed, in which the Company was or is to be a participant and in which Ms. O'Connell or any member of her immediate family had or will have any interest, that are required to be disclosed by Item 404(a) of Regulation S-K. In addition, there are no arrangements or understandings between Ms. O'Connell and any other persons pursuant to which Ms. O'Connell was appointed to this position.
In connection with the naming
of Ms. O'Connell as CFO, Teri List-Stoll will step down as the Company's CFO, effective as of Ms. O'Connell's start date, and will remain employed by the Company for a transition period through June 2020. Ms. List-Stoll will be eligible for separation benefits based on her termination without cause as described in the Post-Termination Benefits Agreement previously filed with the Securities and Exchange Commission.
Entry into a Material Compensatory Arrangement
On March
9, 2020, the Company entered into an at-will offer letter with Mark Breitbard in connection with his role as the Company's President & Chief Executive Officer, Specialty Brands (the "Breitbard Offer Letter"). Pursuant to its terms, he will receive an annual base salary of $1,100,000 and will be eligible for an annual target bonus equal to 150% of his base salary, prorated to his start date. Mr. Breitbard will also be eligible to receive long-term equity incentive awards with an annual target value of $4,400,000, which will be comprised of 60% performance restricted stock units, 20% stock options and 20% restricted stock units. The vesting period for such awards will be determined at the time of grant. Mr. Breitbard is also eligible to receive severance benefits as set forth in the Brietbard
Offer Letter, which include 18 months of post-termination salary payments, reimbursement of healthcare premiums through COBRA, financial counseling, a prorated annual bonus and
accelerated vesting of restricted stock units and performance shares or units that remain subject only to time vesting conditions scheduled to vest prior to April 1 following the fiscal year of termination.
The foregoing summaries of the O'Connell Offer Letter and the Breitbard Offer Letter do not purport to be complete and are subject to, and qualified in their entirety by the full text of the each agreement, which will be filed as exhibits to the
Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
| | | |
Exhibit No. | | Exhibit Description |
|
| | |
| | |
|
| | Historical
comparable sales |
| | |
|
| | Supplemental slides provided in connection with the Company’s fourth quarter 2019 earnings call |
| | |
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. | |
| | | |
| | | |
| By: | | |
| | | |
| | Executive Vice President and |
| | Chief Financial Officer | |
