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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)
July 11, 2022
THE GAP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-7562 | | 94-1697231 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 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):
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| ☐ | | 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:
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| 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 |
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| Indicate by check mark whether the registrant is an emerging growth company 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). | |
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| Emerging growth company | ☐ |
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| 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; Compensatory Arrangements of Certain Officers.
On July 11, 2022, The Gap, Inc. (the "Company") issued a press release (the “Press Release”) announcing that Sonia Syngal is stepping down from her position as President and Chief Executive Officer of the Company, and has resigned from the Company’s Board of Directors, both effective immediately. Executive Chairman Bob Martin will serve as Interim Chief Executive Officer and Mayo Shattuck will continue to serve as lead independent director of the Company’s Board of Directors. Ms. Syngal will be eligible for separation benefits based on her termination without cause as described in the Post-Termination Benefits Agreement previously filed with the Securities and Exchange Commission. The Press Release is furnished as Exhibit 99.1 to this report.
Item 7.01 Regulation FD Disclosure.
The Press Release also provided updated information regarding the Company’s expected second quarter fiscal 2022 financial and operational performance, and announced the appointment of Horacio Barbeito as President and Chief Executive Officer of Old Navy. Mr. Barbeito will begin his role on August 1, 2022.
The information provided pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Exhibit Description |
| | Press Release dated July 11, 2022 |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| THE GAP, INC. | |
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| Date: July 11, 2022 | By: | /s/ Julie Gruber | |
| | Julie Gruber | |
| | Executive Vice President and | |
| | Chief Legal and Compliance Officer | |