---
schema_version: "secwatch.filing_event.v1"
accession: "0000039911-24-000118"
form_type: "8-K"
ticker: "GAP"
cik: "0000039911"
company_name: "GAP INC"
filed_at: "2024-05-10T23:59:59+00:00"
generated_at: "2026-06-02T04:20:12.490119+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.2
confidence: "high"
source: SEC EDGAR
---

# Gap shareholders elect all directors, approve officer exculpation amendment

## Summary
- 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.

## SEC filing metadata
- accession: 0000039911-24-000118
- form_type: 8-K
- ticker: GAP
- cik: 0000039911
- company_name: GAP INC
- filed_at: 2024-05-10T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.2
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/39911/000003991124000118/0000039911-24-000118-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/39911/000003991124000118/gps-20240507.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000039911-24-000118
- JSON: https://secwatch.observer/filing/0000039911-24-000118.json
- Plain text: https://secwatch.observer/filing/0000039911-24-000118.txt

## Key facts
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/39911/000003991124000118/0000039911-24-000118-index.htm
- Shareholder Votes
  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
  source text: Approval of the amendment of the Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/39911/000003991124000118/0000039911-24-000118-index.htm
- Shareholder Votes
  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
  source text: Approval, on an advisory basis, of the overall compensation of the Company’s named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/39911/000003991124000118/0000039911-24-000118-index.htm
- Shareholder Votes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/39911/000003991124000118/0000039911-24-000118-index.htm
- Shareholder Votes
  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
  source text: Ratification of the selection of Deloitte & Touche LLP as the Company’s independent accountant for the fiscal year ending on February 1, 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/39911/000003991124000118/0000039911-24-000118-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.