05-21-13 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 21, 2013

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 21, 2013, The Gap, Inc. (“the Company”) held its annual meeting of shareholders (“Annual Meeting”) in San Francisco, California. As of March 25, 2013, the Company's record date for the Annual Meeting, there were a total of 465,300,907 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 429,427,371 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
Adrian D.P. Bellamy
405,725,047
4,722,557
154,682
18,825,085
Domenico De Sole
409,720,137
730,372
151,777
18,825,085
Robert J. Fisher
328,486,237
81,965,079
150,970
18,825,085
William S. Fisher
406,989,957
3,461,100
151,229
18,825,085
Isabella D. Goren
409,567,928
894,100
140,258
18,825,085
Bob L. Martin
405,542,257
4,924,328
135,701
18,825,085
Jorge P. Montoya
409,775,027
671,734
155,525
18,825,085
Glenn K. Murphy
403,452,172
5,874,781
1,275,333
18,825,085
Mayo A. Shattuck III
406,910,039
3,546,694
145,553
18,825,085
Katherine Tsang
409,787,061
671,127
144,098
18,825,085

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, 2014.

For
Against
Abstain
424,933,788
4,298,124
195,459

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, 2014 was duly ratified.

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

For
Against
Abstain
Broker Non-Votes
406,758,033
3,543,309
300,944
18,825,085

Based on the votes set forth above, the 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 22, 2013
 
By:
/s/ Michelle A. Banks
 
 
 
 
Michelle A. Banks
 
 
 
 
Executive Vice President, General Counsel and
 
 
Corporate Secretary and Chief Compliance Officer