Shareholder Vote

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 21, 2019 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: [ ]     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 class Trading Symbol Name of each exchange on which registered Common Stock, $0.05 par value GPS The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers. At its annual meeting of shareholders on May 21, 2019 (“Annual Meeting”), the shareholders of The Gap, Inc. (the “Company”) approved the The Gap, Inc. 2016 Long Term-Incentive Plan (As Amended and Restated Effective as of May 21, 2019, the “Plan”). A description of the Plan is included on pages 51-63 of the Company’s proxy statement for the Annual Meeting (the "Proxy Statement") filed with the Securities and Exchange Commission (the "Commission") on April 9, 2019. In accordance with Rule 12b-23 under the Securities Exchange Act of 1934, the description of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is set forth in Appendix A of the Proxy Statement and incorporated herein by reference. Item 5.07.      Submission of Matters to a Vote of Security Holders. On May 21, 2019, the Company held its Annual Meeting in San Francisco, California. As of March 25, 2019, the Company’s record date for the Annual Meeting, there were a total of 379,014,042 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 350,594,208 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. Nominee For Against Abstain Broker Non-Votes Amy Bohutinsky 330,950,322 353,906 220,781 19,069,199 John J. Fisher 326,752,314 4,570,406 202,289 19,069,199 Robert J. Fisher 265,349,360 65,978,981 196,668 19,069,199 William S. Fisher 326,749,755 4,574,204 201,050 19,069,199 Tracy Gardner 330,790,676 495,268 239,065 19,069,199 Isabella D. Goren 330,957,839 344,796 222,374 19,069,199 Bob L. Martin 317,688,622 13,614,125 222,262 19,069,199 Jorge P. Montoya 324,961,013 6,341,688 222,308 19,069,199 Chris O’Neill 329,881,822 1,420,458 222,729 19,069,199 Art Peck 328,920,509 2,394,498 210,002 19,069,199 Lexi Reese 330,914,932 389,763 220,314 19,069,199 Mayo A. Shattuck III 318,576,443 12,727,525 221,041 19,069,199 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 February 1, 2020. For Against Abstain 338,823,874 11,576,178 194,156 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 February 1, 2020 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 188,083,003 142,728,444 713,562 19,069,199 Based on the votes set forth above, the overall compensation of the Company’s named executive officers was approved. 4. Approval of the amendment and restatement of The Gap, Inc. 2016 Long-Term Incentive Plan. For Against Abstain Broker Non-Votes 246,767,682 84,414,078 343,249 19,069,199 Based on the votes set forth above, the amendment and restatement of The Gap, Inc. 2016 Long-Term Incentive Plan was approved. Item 9.01. Exhibits. 10.1 The Gap, Inc. 2016 Long Term-Incentive Plan (As Amended and Restated Effective as of May 21, 2019), filed as Appendix A to the Company’s definitive proxy statement for its annual meeting of shareholders held on May 21, 2019, Commission File No. 1-7562. 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 22, 2019   By: /s/ Julie Gruber         Julie Gruber     Executive Vice President, Global General Counsel,     Chief Compliance Officer & Corporate Secretary