Bylaw Amendment · 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 7, 2024 THE GAP, INC. (Exact name of registrant as specified in its charter) Delaware 1-7562 94-1697231 (State or other jurisdiction 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 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 7, 2024, as described below, upon the recommendation of the Board of Directors of The Gap, Inc. (the "Company"), 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. A description of the Officer Exculpation Amendment is set forth on page 73 of the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 27, 2024, which description is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders.     On May 7, 2024, the Company held its annual meeting of shareholders (the "Annual Meeting"). As of March 11, 2024, the record date for the Annual Meeting, there were a total of 372,226,326 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 348,804,578 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 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. Donohue 317,516,245 3,294,698 181,516 27,812,119 Robert J. Fisher 279,217,357 41,643,314 131,788 27,812,119 William S. Fisher 319,360,330 1,496,479 135,650 27,812,119 Tracy Gardner 317,039,427 3,800,576 152,456 27,812,119 Kathryn Hall 318,133,073 2,673,435 185,951 27,812,119 Amy Miles 317,478,346 3,321,836 192,277 27,812,119 Chris O’Neill 318,112,681 2,680,529 199,249 27,812,119 Mayo A. Shattuck III 314,178,738 6,648,221 165,500 27,812,119 Tariq Shaukat 318,120,001 2,708,677 163,781 27,812,119 Salaam Coleman Smith 317,474,053 3,356,851 161,555 27,812,119 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 accountant for the fiscal year ending on February 1, 2025. For Against Abstain 336,088,149 12,380,771 335,658 Based on the votes set forth above, the selection of Deloitte & Touche LLP as the Company’s independent accountant for the fiscal year ending on February 1, 2025 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 311,527,263 9,246,369 218,827 27,812,119 Based on the votes set forth above, the overall compensation of the Company’s named executive officers was approved on an advisory basis. 4. Approval of the amendment of the Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers. For Against Abstain Broker Non-Votes 306,690,578 14,080,482 221,399 27,812,119 Based on the votes set forth above, the amendment of the Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers was approved. Item 9.01      Financial Statements and Exhibits. (d)    Exhibits. Exhibit No. Exhibit Description 3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of The Gap, Inc., dated May 8, 2024 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. THE GAP, INC. Date: May 10, 2024 By: /s/ Julie Gruber Julie Gruber Executive Vice President and Chief Legal and Compliance Officer