THE GAP, INC. 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") ofThe Gap, Inc. (the "Company") held onMay 11, 2021 , the Company's shareholders approved the amendment and restatement ofThe 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 ofThe Gap, Inc. 2016 Long-Term Incentive Plan" in the Company's proxy statement for the Annual Meeting (the "Proxy Statement") filed with theSecurities and Exchange Commission (the "Commission") onMarch 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.
OnMay 11, 2021 , the Company held the Annual Meeting. As ofMarch 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
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.
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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 ofThe 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
5.Approval of the amendment and restatement ofThe 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
Item 7.01 Regulation FD Disclosure.
On
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. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.
Exhibit No. Exhibit Description
10.1 The Gap, Inc. Employee Stock Purchase Plan, as amended and restated effective May
11, 2021 (incorporated by reference to Appendix A to the Company's Definitive Proxy
Statement on Schedule 14A filed on March 30, 2021 )
10.2 The Gap, Inc. 2016 Long-Term Incentive Plan, as amended and restated effective May
11, 2021 (incorporated by reference to Appendix B to the Company's Definitive Proxy
Statement on Schedule 14A filed on March 30, 2021 )
99.1 Press Release dated May 11, 2021
104 Cover Page Interactive Data File (embedded withinthe Inline XBRL document)
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