Gap Inc 8-K, filed Aug 13, 2020
Gap Inc (GAP)
8-K
2020-08-13
For: 2020-08-10
View Original
Added on
April 10, 2026
About this 8-K
Gap Inc filed this 8-K on August 13, 2020, reporting on events of August 10, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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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
On August 10, 2020, the Compensation Committee (the "Committee") of the Board of Directors of The Gap, Inc. (the "Company") reviewed and approved cash and equity incentive award goals for the Company’s named executive officers, as well as the Company’s other senior leaders. The Committee had previously delayed setting the fiscal year 2020 goals for the Company’s annual cash incentive plan (the "2020 Bonus Plan") and performance share grants given the significant and ongoing impact of the current COVID-19 pandemic on the economy and retail industry, in particular, and the challenge of setting appropriate goals in a highly uncertain and unprecedented time.
The Committee established two equally weighted six-month performance periods covering the first half and second half of fiscal year 2020 for the 2020 Bonus Plan and the outstanding performance share awards that were granted prior to fiscal 2020, which are earned based on the average attainment of separate earnings goals that are established each fiscal year over three years (the "Prior Year Grants"). Fifty percent (50%) of each participant’s fiscal year 2020 target bonus opportunity and fifty percent (50%) of each participant’s target number of performance shares that would be earned based on fiscal year 2020 performance were allocated to each equally weighted period. The Committee determined that there would be no payout relating to the first half of the fiscal year for both the 2020 Bonus Plan and the Prior Year Grants after considering the Company’s performance during this period. For the second half of the fiscal year, the Committee established a threshold funding goal, as well as six-month earnings and/or revenue target goals for the 2020 Bonus Plan and a six-month earnings target goal for the Prior Year Grants.
For the fiscal year 2020 performance share awards, which had been previously granted in March 2020, the Committee established a cumulative earnings goal and total shareholder return modifier that, in each case, would be measured over a 2.5 year performance period beginning on August 2, 2020 and ending on the last day of fiscal year 2022. The total shareholder return modifier is based on relative performance of the Company to the S&P Retail Select index.
The Committee believes these goals are aligned with the current outlook for the Company given the unprecedented impact to-date and continued business disruption from, and uncertain duration of, the COVID-19 pandemic and provide a meaningful incentive for the Company’s leadership team that aligns leadership rewards with shareholder interests.
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: August 13, 2020 | By: | /s/ Sheila Peters | |
Sheila Peters | |||
Executive Vice President and | |||
Head of People and Culture | |||