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 17, 2017
THE GAP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-7562 | 94-1697231 | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| Two Folsom Street San Francisco, California | 94105 | |
| (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:
[ ] 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)) |
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 [ ]
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 17, 2017, The Gap, Inc. (“the Company”) held its annual meeting of shareholders (“Annual Meeting”) in San Francisco, California. As of March 20, 2017, the Company’s record date for the Annual Meeting, there were a total of 400,220,798 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 368,423,385 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.
| Nominee | For | Against | Abstain | Broker Non-Votes |
| Robert J. Fisher | 279,607,400 | 66,481,489 | 1,243,733 | 21,090,763 |
| William S. Fisher | 342,205,131 | 4,936,944 | 190,547 | 21,090,763 |
| Tracy Gardner | 341,612,510 | 5,496,677 | 223,435 | 21,090,763 |
| Brian Goldner | 346, 301,309 | 807,226 | 224,087 | 21,090,763 |
| Isabella D. Goren | 346,226,411 | 890,197 | 216,014 | 21,090,763 |
| Bob L. Martin | 341,148,152 | 5,956,996 | 227,474 | 21,090,763 |
| Jorge P. Montoya | 342,939,164 | 4,168,080 | 225,378 | 21,090,763 |
| Art Peck | 342,940,600 | 4,165,647 | 226,375 | 21,090,763 |
| Mayo A. Shattuck III | 340,894,635 | 6,217,283 | 220,704 | 21,090,763 |
| Katherine Tsang | 345,889,620 | 1,217,528 | 225,474 | 21,090,763 |
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 February 3, 2018.
| For | Against | Abstain |
| 364,991,443 | 2,704,428 | 727,514 |
Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2018 was duly ratified.
3. An advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years.
| One | Two | Three | Abstain | Broker Non-Votes |
| 312,858,799 | 233,298 | 34,053,644 | 186,881 | 21,090,763 |
Based on the votes set forth above, the shareholders recommended holding an advisory vote on the overall compensation of the Company’s named executive officers every year.
In accordance with the shareholders' recommendation, the Company has determined that an advisory vote on the overall compensation of the named executive officers of the Company will be conducted every year, until
the next shareholder advisory vote on the frequency of the advisory vote on the overall compensation of the named executive officers of the Company.
4. Approval, on an advisory basis, of the overall compensation of the Company's named executive officers.
| For | Against | Abstain | Broker Non-Votes |
| 337,440,934 | 9,590,487 | 301,201 | 21,090,763 |
Based on the votes set forth above, the overall compensation of the Company’s named executive officers was approved.
5. Approval of the amendment and restatement of The Gap, Inc. Employee Stock Purchase Plan.
| For | Against | Abstain | Broker Non-Votes |
| 346,435,658 | 677,607 | 219,357 | 21,090,763 |
Based on the votes set forth above, the amendment and restatement of The Gap, Inc. Employee Stock Purchase Plan was approved.
6. Approval of the shareholder proposal contained in the proxy statement.
| For | Against | Abstain | Broker Non-Votes |
| 2,552,085 | 323,333,613 | 21,446,924 | 21,090,763 |
Based on the votes set forth above, the shareholder proposal was not approved.
Item 9.01. Exhibits.
10.1 The Gap, Inc. Employee Stock Purchase Plan, filed as Appendix A to the Company’s definitive proxy statement for its annual meeting of shareholders held on May 17, 2017, Commission File No. 1-7562.
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. | ||||||
| (Registrant) | ||||||
| Date: | May 18, 2017 | By: | /s/ Julie Gruber | |||
| Julie Gruber | ||||||
| Executive Vice President, Global General Counsel, | ||||||
| Corporate Secretary and Chief Compliance Officer | ||||||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 10.1 | The Gap, Inc. Employee Stock Purchase Plan, filed as Appendix A to the Company’s definitive proxy statement for its annual meeting of shareholders held on May 17, 2017, Commission File No. 1-7562. |