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 4, 2005
THE GAP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-7562 | 94-1697231 | ||
| (State 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) |
(650) 952-4400
(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)) |
| Item 1.01. | Entry into a Material Definitive Agreement |
In connection with the adoption by The Gap, Inc. (the “Company”) of a new deferred compensation plan on September 27, 2005, the Company, on November 4, 2005, approved the freeze of its Executive Deferred Compensation Plan for new contribution elections, effective December 31, 2005.
| Item 1.02. | Termination of a Material Definitive Agreement |
In connection with the adoption by the Company of a new deferred compensation plan on September 27, 2005, the Company, on November 4, 2005, approved the freeze of its Executive Deferred Compensation Plan for new contribution elections, effective December 31, 2005.
| Item 9.01. | Financial Statements and Exhibits |
| 10.1 | Executive Deferred Compensation Plan – Freezing of Plan Effective December 31, 2005 |
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. (Registrant) |
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Date: November 8, 2005 |
By: |
/s/ Eva Sage-Gavin |
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Eva Sage-Gavin |
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Executive Vice President, Human Resources |
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EXHIBIT INDEX
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Exhibit Number
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Description |
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| 10.1 | Executive Deferred Compensation Plan – Freezing of Plan Effective December 31, 2005 |
Exhibit 10.1
[Executive Deferred Compensation Plan – Freezing of Plan effective December 31, 2005]
Amendment To
The Gap, Inc.
Executive Deferred Compensation Plan
The Gap, Inc. Executive Deferred Compensation Plan (the “Plan”), as amended and restated effective January 1, 1999, is hereby further amended, in accordance with the American Jobs Creation Act of 2004, by virtue of the power reserved to The Gap, Inc. (the “Company”) pursuant to Section 9.2 of the Plan, and in exercise of the authority delegated to the Gap Global Benefits Committee by the Compensation and Management Development Committee of the Company, as follows:
| 1. | The opening paragraph of the Plan is amended to add the following sentences to the end of said paragraph, immediately preceding Section 1 of the Plan, effective December 31, 2005: |
“Notwithstanding any other provision of the Plan, the Plan is frozen effective as of the close of business on December 31, 2005, and no further Deferral Contributions or Company Contributions may be made to the Plan after that date; provided, however, that the amount of a Participant’s Deferral Contributions (both Salary Deferral Contributions and Bonus Deferral Contributions) that had been subject to the Participant’s election prior to December 31, 2005 shall be contributed to this Plan at such times as they otherwise would have been regularly scheduled to be payable to the Participant in accordance with the terms of the Plan, regardless of whether such regularly scheduled payment date occurs after December 31, 2005.”
| 2. | Sections 3.1 and 3.3 of the Plan are amended to add the following sentences to the end of each Section thereof, effective December 31, 2005: |
“Notwithstanding any other provision of the Plan, the Plan is frozen effective as of the close of business on December 31, 2005, and no further Deferral Contributions or Company Contributions may be made to the Plan after that date; provided, however, that the amount of a Participant’s Deferral Contributions (both Salary Deferral Contributions and Bonus Deferral Contributions) that had been subject to the Participant’s election prior to December 31, 2005 shall be contributed to this Plan at such times as they otherwise would have been regularly scheduled to be payable to the Participant in accordance with the terms of the Plan, regardless of whether such regularly scheduled payment date occurs after December 31, 2005.”
| 3. | Section 9.1 of the Plan is amended to delete the last sentence thereof, effective November 5, 2005. |
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by the Secretary of the Global Benefits Committee, this 4th day of November, 2005.
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THE GAP, INC. |
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By: |
/s/ Bernie Knobbe |
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Secretary as Aforesaid |
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