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 19, 2020 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)) 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 5.07    Submission of Matters to a Vote of Security Holders. On May 19, 2020, The Gap, Inc. (the "Company") held its annual meeting of shareholders (the "Annual Meeting"). As of March 23, 2020, the Company’s record date for the Annual Meeting, there were a total of 372,639,457 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 346,354,687 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 326,000,192 1,233,834 142,601 18,978,060 John J. Fisher 321,251,085 6,015,367 110,175 18,978,060 Robert J. Fisher 316,487,476 10,778,266 110,885 18,978,060 William S. Fisher 321,279,626 5,974,507 122,494 18,978,060 Tracy Gardner 322,192,644 5,046,610 137,373 18,978,060 Isabella D. Goren 325,901,912 1,331,271 143,444 18,978,060 Bob L. Martin 320,818,131 6,352,713 205,783 18,978,060 Amy Miles 326,861,611 370,933 144,083 18,978,060 Jorge P. Montoya 321,175,827 6,054,307 146,493 18,978,060 Chris O’Neill 325,375,027 1,854,085 147,515 18,978,060 Mayo A. Shattuck III 313,869,391 13,357,472 149,764 18,978,060 Elizabeth A. Smith 326,849,358 379,971 147,298 18,978,060 Sonia Syngal 323,350,480 3,889,197 136,950 18,978,060 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 30, 2021. For Against Abstain 333,872,033 12,381,462 101,192 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 30, 2021 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 317,222,519 9,922,108 232,000 18,978,060 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.                   Date: May 21, 2020 By: /s/ Julie Gruber       Julie Gruber       Executive Vice President and     Chief Legal Officer