8-K
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)
October 20, 2015
THE GAP, INC.
(Exact name of registrant as specified in its charter)
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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) |
(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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 20, 2015, the Board of Directors of The Gap, Inc. (the “Company”) elected Tracy Gardner to serve as a director of the Company, effective November 11, 2015. On October 21, 2015, the Company issued a press release announcing Ms. Gardner's election. A copy of the press release is attached hereto as Exhibit 99.1.
During 2015, Ms. Gardner provided consulting services to the Company, including product consulting. The Company paid Ms. Gardner approximately $500,000 during 2015 for these services. The Company and Ms. Gardner have terminated this consulting services arrangement as of November 1, 2015.
In connection with Ms. Gardner’s election to the Board of Directors, she will receive Company stock units with an initial aggregate value of $140,000 (based on the then-current fair market value of the Company's common stock) upon the effective date of her election. The terms of these stock units, as well as the terms of Ms. Gardner's other compensation for service as a director, will be consistent with the stock units and other compensation for the Company's other non-employee directors, as described in the Proxy Statement for the Company's 2015 Annual Meeting of Shareholders.
Item 9.01. Financial Statements and Exhibits
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99.1 | Press Release dated October 21, 2015 |
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: | October 21, 2015 | | By: | /s/ Thomas J. Lima | |
| | Thomas J. Lima | |
| | Senior Vice President and |
| | General Counsel | |
EXHIBIT INDEX
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Exhibit Number | Description | |
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99.1 | Press Release dated October 21, 2015 |