Gap shareholders elect all directors, approve officer exculpation amendment

GAP INC

All 11 director nominees elected; Richard Dickson received 319.2M votes for, 1.6M against.
Ratification of Deloitte as auditor approved: 336.1M for, 12.4M against, 0.3M abstain.
Advisory say-on-pay passed: 311.5M for, 9.2M against, 218.8K abstain.
Officer exculpation amendment to certificate of incorporation approved: 306.7M for, 14.1M against.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

GAP INC: Amended Restated Certificate of Incorporation to update exculpation provision to cover officers (effective 2024-05-08).

Change: charter amendment
Effective: 2024-05-08

Exact text from the filing

the Company's stockholders approved an amendment (the "Officer Exculpation Amendment") to the Company's Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers. The Officer Exculpation Amendment became effective upon the filing of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Delaware Secretary of State on May 8, 2024.

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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

GAP INC shareholders approved Approval of the amendment of the Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers at the 2024-05-07 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2024-05-07

Exact text from the filing

Approval of the amendment of the Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers.

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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

GAP INC shareholders approved Approval, on an advisory basis, of the overall compensation of the Company’s named executive officers at the 2024-05-07 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2024-05-07

Exact text from the filing

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

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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

GAP INC shareholders approved Election of the directors nominated by the Board of Directors of the Company at the 2024-05-07 meeting.

Proposal: director election
Outcome: passed
Meeting: 2024-05-07

Exact text from the filing

Election of the directors nominated by the Board of Directors of the Company. Nominee For Against Abstain Broker Non-Votes Richard Dickson 319,249,156 1,604,000 139,303 27,812,119 Elisabeth B.

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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

GAP INC shareholders approved Ratification of the selection of Deloitte & Touche LLP as the Company’s independent accountant for the fiscal year ending on February 1, 2025 at the 2024-05-07 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2024-05-07

Exact text from the filing

Ratification of the selection of Deloitte & Touche LLP as the Company’s independent accountant for the fiscal year ending on February 1, 2025.

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42 governance changes filed in the last 30 days. Browse all governance changes →

GAP INC filing history →

Source: SEC EDGAR

accession 0000039911-24-000118

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