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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)

May 7, 2024

THE GAP, INC.
(Exact name of registrant as specified in its charter)
Delaware1-756294-1697231
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
Two Folsom Street
San Francisco,California94105
(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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.05 par valueGPSThe New York Stock Exchange
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 7, 2024, as described below, upon the recommendation of the Board of Directors of The Gap, Inc. (the "Company"), the Company's stockholders approved an amendment (the "Officer Exculpation Amendment") to the Company's Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers. The Officer Exculpation Amendment became effective upon the filing of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Delaware Secretary of State on May 8, 2024.

A description of the Officer Exculpation Amendment is set forth on page 73 of the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 27, 2024, which description is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 5.07 Submission of Matters to a Vote of Security Holders.

    On May 7, 2024, the Company held its annual meeting of shareholders (the "Annual Meeting"). As of March 11, 2024, the record date for the Annual Meeting, there were a total of 372,226,326 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 348,804,578 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.
NomineeForAgainstAbstainBroker Non-Votes
Richard Dickson319,249,1561,604,000139,30327,812,119
Elisabeth B. Donohue317,516,2453,294,698181,51627,812,119
Robert J. Fisher279,217,35741,643,314131,78827,812,119
William S. Fisher319,360,3301,496,479135,65027,812,119
Tracy Gardner317,039,4273,800,576152,45627,812,119
Kathryn Hall318,133,0732,673,435185,95127,812,119
Amy Miles317,478,3463,321,836192,27727,812,119
Chris O’Neill318,112,6812,680,529199,24927,812,119
Mayo A. Shattuck III314,178,7386,648,221165,50027,812,119
Tariq Shaukat
318,120,0012,708,677163,78127,812,119
Salaam Coleman Smith 317,474,0533,356,851161,55527,812,119

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 accountant for the fiscal year ending on February 1, 2025.
ForAgainstAbstain
336,088,14912,380,771335,658

Based on the votes set forth above, the selection of Deloitte & Touche LLP as the Company’s independent accountant for the fiscal year ending on February 1, 2025 was duly ratified.

3.Approval, on an advisory basis, of the overall compensation of the Company’s named executive officers.


ForAgainstAbstainBroker Non-Votes
311,527,2639,246,369218,82727,812,119

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 of the Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers.
ForAgainstAbstainBroker Non-Votes
306,690,57814,080,482221,39927,812,119

Based on the votes set forth above, the amendment of the Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers was approved.



Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.
Exhibit No.Exhibit Description
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of The Gap, Inc., dated May 8, 2024
104Cover 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 10, 2024
By:/s/ Julie Gruber
Julie Gruber
Executive Vice President and
Chief Legal and Compliance Officer

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
THE GAP, INC.


The corporation organized and existing under the General Corporation Law of the State of Delaware hereby certifies as follows:
1.    The name of the corporation is The Gap, Inc. (the “Corporation”).
2.    The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by changing Article SIXTH, Section 2, so that, as amended, said Section shall be and read as follows:
Section 2. Limited Liability.
To the fullest extent permitted by the General Corporation Law of the State of Delaware (as such law currently exists or may hereafter be amended so long as any such amendment authorizes action further eliminating or limiting the personal liabilities of directors or officers), a director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Any repeal or modification of this paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation with respect to any act or omission occurring prior to the time of such repeal or modification.
3.    That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

By:    /s/ Todd Champeau
Name:    Todd Champeau
Title:     Deputy General Counsel and Assistant Secretary