SEC Document


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, 2016

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 (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))




Item 5.07.    Submission of Matters to a Vote of Security Holders.
On May 17, 2016, The Gap, Inc. (“the Company”) held its annual meeting of shareholders (“Annual Meeting”) in San Francisco, California. As of March 21, 2016, the Company’s record date for the Annual Meeting, there were a total of 397,873,269 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 373,735,527 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
Domenico De Sole
348,038,295
4,937,876
131,630
20,627,726
Robert J. Fisher
280,030,906
72,992,887
84,008
20,627,726
William S. Fisher
348,072,065
4,951,795
83,941
20,627,726
Tracy Gardner
343,502,456
9,479,719
125,626
20,627,726
Isabella D. Goren
351,819,562
1,159,290
128,949
20,627,726
Bob L. Martin
345,747,424
7,231,926
128,451
20,627,726
Jorge P. Montoya
351,109,066
1,871,276
127,459
20,627,726
Art Peck
348,413,610
4,566,531
127,660
20,627,726
Mayo A. Shattuck III
349,127,618
3,878,679
101,504
20,627,726
Katherine Tsang
348,705,407
4,273,939
128,455
20,627,726

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 28, 2017.

For
Against
Abstain
371,645,583
1,955,441
134,503

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 January 28, 2017 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
341,151,387
11,716,323
240,091
20,627,726

Based on the votes set forth above, the overall compensation of the Company’s named executive officers was approved.




4.     Approval of the amendment and restatement of The Gap, Inc. 2011 Long-Term Incentive Plan.

For
Against
Abstain
Broker Non-Votes
341,852,368
10,995,924
259,509
20,627,726

Based on the votes set forth above, the amendment and restatement of The Gap, Inc. 2011 Long Term-Incentive Plan was approved.

Item 9.01.    Exhibits.
10.1
The Gap, Inc. 2016 Long Term-Incentive Plan, filed as Appendix A to the Company’s definitive proxy statement for its annual meeting of shareholders held on May 17, 2016, 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, 2016
 
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. 2016 Long Term-Incentive Plan, filed as Appendix A to the Company’s definitive proxy statement for its annual meeting of shareholders held on May 17, 2016, Commission File No. 1-7562.