Gap Inc 8-K, filed Nov 9, 2021
Gap Inc (GAP)
8-K
2021-11-09
For: 2021-11-09
View Original
Added on
April 10, 2026
About this 8-K
Gap Inc filed this 8-K on November 9, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(415 ) 427-0100
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N/A
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Securities registered pursuant to Section 12(b) of the Act:
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| Indicate by check mark whether the registrant is an emerging growth company 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). | |||||
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On November 9, 2021, the board of directors (the “Board”) of The Gap, Inc. (the “Company”) appointed Elisabeth (Lisa) B. Donohue to serve as a director of the Company and as a member of the Board's Compensation and Management Development Committee, with such appointments effective the same day.
In connection with Ms. Donohue’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. 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 2021 annual meeting of shareholders, which description is incorporated herein by reference. Ms. Donohue will also receive a pro rata portion of the current $90,000 and $12,000 annual cash retainer amounts for fiscal 2021 that the Company pays to non-employee directors for service as a director and as a member of the Board’s Compensation and Management Development Committee, respectively.
There are no arrangements or understandings between Ms. Donohue 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 November 9, 2021, the Company issued a press release announcing the election of Elisabeth B. Donohue to serve as a director of the Company. A copy of this press release is furnished as Exhibit 99.1 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 | ||||||||
| 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: November 9, 2021 | By: | /s/ Julie Gruber | |||||||||
Julie Gruber | |||||||||||
| Executive Vice President and | |||||||||||
| Chief Legal and Compliance Officer | |||||||||||
LISA DONOHUE APPOINTED TO GAP INC. BOARD OF DIRECTORS
SAN FRANCISCO – November 9, 2021 – Gap Inc. (NYSE: GPS) announced today that Lisa Donohue has been elected to the Gap Inc. Board of Directors. Donohue brings 30 years of global consumer, data and digital marketing leadership, including as CEO of two of the world’s leading marketing agencies. She currently serves on the Board of Directors of NRG Energy (NYSE: NRG), AcuityAds (NASDAQ: ATY) and Brown Jordan as well as She Runs It, a non-profit organization helping women access marketing, media and tech leadership roles.
As the former Chief Executive Officer of Publicis Spine, as well as a member of the Publicis Groupe Management Committee leading the marketing giant’s digital, data, technology and talent capabilities, she fused marketing and enterprise business transformation for clients. Prior to Publicis Spine, Donohue served as Global Brand President of Starcom Worldwide, and earlier as CEO of Starcom USA, where she led brand vision, client relationships, product and growth. Under her leadership, Starcom built industry-leading digital offerings with its data and analytics practice, oversaw more than $10 billion in media billings and ultimately became the most awarded media agency in the country.
“Ms. Donohue is a highly accomplished executive who brings diversity of thought and experience that will further strengthen the Board’s depth of talent,” said Bobby Martin, Executive Chairman, Gap Inc. “Her track record of unlocking growth through creativity and science will complement the Board’s oversight of Gap Inc.’s long-term strategy.”
“I am inspired to join the board of directors of Gap Inc., an iconic company - and its four powerful, global brands - with deep connections to consumers and a commitment to people, purpose and inclusion,” said Donohue. “I look forward to supporting this organization and its teams, and being part of Gap Inc.’s compelling next chapter.”
“Lisa is a brand-building visionary and proven authority in driving business transformation through customer-centric leadership,” said Sonia Syngal, CEO of Gap Inc. “Her unique perspective along with her passion for driving social impact will benefit our future growth strategies.”
About Gap Inc.
Gap Inc., a collection of purpose-led lifestyle brands, is the largest American specialty apparel company offering clothing, accessories, and personal care products for men, women, and children under the Old Navy, Gap, Banana Republic, and Athleta brands. The Company uses omni-channel capabilities to bridge the digital world and physical stores to further enhance its shopping experience. Gap Inc. is guided by its purpose, Inclusive, by Design, and takes pride in creating products and experiences its customers love while doing right by its employees, communities, and planet. Gap Inc. products are available for purchase worldwide through company-operated stores, franchise stores, and e-commerce sites. Fiscal year 2020 net sales were $13.8 billion. For more information, please visit www.gapinc.com.
Gap Inc. Media Contact:
Megan Foote
press@gap.com
Gap Inc. Investor Contact:
Steve Austenfeld
Steve_austenfeld@gap.com