8K 2014 AMS Vote Results


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 20, 2014

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.)




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

On May 20, 2014, The Gap, Inc. (“the Company”) held its annual meeting of shareholders (“Annual Meeting”) in San Francisco, California. As of March 24, 2014, the Company's record date for the Annual Meeting, there were a total of 446,816,143 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 407,070,632 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present.
    
The shareholders of the Company voted as follows at the Annual Meeting:

1. Election of the Directors nominated by the Board of Directors.

Nominee
For
Against
Abstain
Broker Non-Votes
Domenico De Sole
383,996,194
673,901
861,249
21,539,288
Robert J. Fisher
311,523,748
73,212,263
795,333
21,539,288
William S. Fisher
382,790,998
1,945,029
795,317
21,539,288
Isabella D. Goren
383,580,540
1,098,274
852,530
21,539,288
Bob L. Martin
364,730,442
19,951,704
849,198
21,539,288
Jorge P. Montoya
383,267,957
695,533
1,567,854
21,539,288
Glenn K. Murphy
376,329,517
7,505,415
1,696,412
21,539,288
Mayo A. Shattuck III
379,073,940
4,883,050
1,574,354
21,539,288
Katherine Tsang
383,869,206
849,375
812,763
21,539,288
Padmasree Warrior
383,723,448
952,745
855,151
21,539,288

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 registered public accounting firm for the fiscal year ending January 31, 2015.

For
Against
Abstain
404,095,524
2,033,866
941,242

Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2015 was duly ratified.

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

For
Against
Abstain
Broker Non-Votes
379,149,537
5,287,198
1,094,609
21,539,288

Based on the votes set forth above, the overall compensation of the Company's named executive officers was approved.




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.
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
Date:
May 20, 2014
 
By:
/s/ Michelle A. Banks
 
 
 
 
Michelle A. Banks
 
 
 
 
Executive Vice President, General Counsel and
 
 
Corporate Secretary and Chief Compliance Officer