gps-202211080000039911false00000399112022-11-082022-11-08
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)
November 8, 2022
THE GAP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-7562 | | 94-1697231 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 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):
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| ☐ | | 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:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.05 par value | GPS | The New York Stock Exchange |
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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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| Emerging growth company | ☐ |
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| 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.
On November 8, 2022, the board of directors (the “Board”) of The Gap, Inc. (the “Company”) appointed Richard Dickson 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 Mr. Dickson's appointment to the Board, he 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 his appointment. The terms of the stock units are consistent with the stock units for the Company's other non-employee directors, as described under the heading "Compensation of Directors" in the Company's 2022 proxy statement, which description is incorporated herein by reference. Mr. Dickson will also receive a pro rata portion of the current $90,000 and $12,000 annual cash retainer amounts for fiscal 2022 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 Mr. Dickson and any other person pursuant to which he was appointed as a director, and he 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 8, 2022, the Company issued a press release announcing the election of Richard Dickson 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 Exhibit 99.1 hereto, 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.
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| Exhibit No. | | Exhibit Description |
| | Press Release dated November 8, 2022 announcing the appointment of Richard Dickson to the Board |
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| 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.
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| THE GAP, INC. | |
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| Date: November 8, 2022 | By: | /s/ Julie Gruber | |
| | Julie Gruber | |
| | Executive Vice President and | |
| | Chief Legal and Compliance Officer | |
Richard Dickson Appointed to Gap Inc. Board of Directors
November 8, 2022 – San Francisco – Gap Inc. announced today that Richard Dickson has been elected to the Gap Inc. Board of Directors. Dickson serves as President and Chief Operating Officer of Mattel, a leading global toy company and owner of one of the strongest catalogs of children’s and family entertainment franchises in the world. He is a member of the Board of Directors at UCLA Mattel Children’s Hospital and the Board of Advisors for The Robert H. Smith School of Business at The University of Maryland.
Recognized for reinvigorating legacy brands, Dickson has deep experience across the fashion, beauty, toy, and consumer products industries. Throughout his career Dickson has used consumer insights and cultural trends to find the right place for brands to regain authenticity, drive fan engagement and ultimately sales momentum.
At Mattel, Dickson leads a portfolio of global brands, overseeing innovation strategy, design and development, brand marketing and franchise management. Under his leadership, the company developed and launched the Mattel Playbook, a brand-building approach that has been instrumental in driving the turnaround and growth of Mattel’s power brands, including Barbie and Hot Wheels.
Prior to Mattel, Dickson was President and CEO of Branded Businesses for The Jones Group fashion brands, where he led global design and development, including marketing and merchandising, wholesale, retail, and E-Commerce, brought new life to dated fashion labels, and acquired and developed new brands. Dickson also co-founded Gloss.com, the first online retailer dedicated to high-end cosmetics, and served as an executive at Bloomingdale’s.
“Richard’s many years of experience growing, acquiring and reinvigorating well-known brands will add valuable perspective to the board as we look to strengthen Gap Inc’s purpose-led portfolio and return our brands to consistent, sustainable growth,” said Bobby Martin, Interim Chief Executive Officer and Executive Chairman, Gap Inc.
“I am thrilled to have a role in writing the next chapter of Gap Inc. as a member of its board of directors and to play a part in unlocking the tremendous potential in their portfolio of iconic brands,” added Dickson.
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 2021 net sales were $16.7 billion. For more information, please visit www.gapinc.com.