Gap Inc 8-K, filed May 13, 2021
Gap Inc (GAP)
8-K
2021-05-13
For: 2021-05-11
View Original
Added on
April 10, 2026
About this 8-K
Gap Inc filed this 8-K on May 13, 2021, reporting on events of May 11, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- 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
(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)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| 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). | |||||
| 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 5.02 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”) of The Gap, Inc. (the “Company”) held on May 11, 2021, the Company’s shareholders approved the amendment and restatement of The 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 of The Gap, Inc. 2016 Long-Term Incentive Plan” in the Company’s proxy statement for the Annual Meeting (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 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.
On May 11, 2021, the Company held the Annual Meeting. As of March 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 Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2022.
| 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.
| 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 of The 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 The Gap, Inc. Employee Stock Purchase Plan was approved.
5.Approval of the amendment and restatement of The 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 The Gap, Inc. 2016 Long-Term Incentive Plan was approved.
Item 7.01 Regulation FD Disclosure.
On May 11, 2021, the Company issued a press release announcing, among other things, the resumption of its share repurchase program. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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 | |||||||
| 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) | ||||||||
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) | ||||||||
| Press Release dated May 11, 2021 | ||||||||
| 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: May 13, 2021 | By: | /s/ Katrina O’Connell | |||||||||
| Katrina O’Connell | |||||||||||
| Executive Vice President and | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
GAP INC. ANNOUNCES SECOND QUARTER DIVIDEND AND RESUMPTION OF SHARE REPURCHASE PROGRAM
SAN FRANCISCO – May 11, 2021 – Gap Inc. (NYSE: GPS) today announced its board of directors has authorized a second quarter fiscal year 2021 dividend of $0.12 per share, payable on or after July 28, 2021 to shareholders of record at the close of business on July 7, 2021.
Additionally, the company announced the resumption of its share repurchase program, which has $800 million of its $1 billion authorization remaining. Subject to market conditions and other considerations, the company currently intends to repurchase up to $200 million of shares under the program in the remainder of fiscal year 2021.
Forward-Looking Statements
This press release contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are forward-looking statements. Words such as “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “project,” and similar expressions also identify forward-looking statements. Forward-looking statements include statements regarding future share repurchases, including the potential timing and amounts thereof.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause the company’s actual results to differ materially from those in the forward-looking statements. Information regarding factors that could cause results to differ can be found in the company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2021, as well as the company’s subsequent filings with the Securities and Exchange Commission.
These forward-looking statements are based on information as of May 11, 2021. The company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.
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.
Investor Relations Contact:
Steve Austenfeld
(415) 427-1807
Investor_relations@gap.com
Media Relations Contact:
Megan Foote
(415) 832-1989
Press@gap.com
(415) 832-1989
Press@gap.com