Item 5.07 Submission of Matters to a Vote of Security Holders.
As of March 21, 2023, the record date for the Annual Meeting, there were a total of 367,828,660 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 340,475,348 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 | | 317,591,239 | | 963,027 | | 231,115 | | 21,689,967 |
Elisabeth B. Donohue | | 317,064,896 | | 1,487,001 | | 233,484 | | 21,689,967 |
Robert J. Fisher | | 279,663,446 | | 38,999,087 | | 122,848 | | 21,689,967 |
William S. Fisher | | 317,575,710 | | 1,073,202 | | 136,469 | | 21,689,967 |
Tracy Gardner | | 316,842,621 | | 1,760,510 | | 182,250 | | 21,689,967 |
Kathryn Hall | | 317,204,203 | | 1,417,222 | | 163,956 | | 21,689,967 |
Bob L. Martin | | 312,812,251 | | 5,071,982 | | 901,148 | | 21,689,967 |
Amy Miles | | 313,332,144 | | 5,284,917 | | 168,320 | | 21,689,967 |
Chris O’Neill | | 317,143,869 | | 1,474,733 | | 166,779 | | 21,689,967 |
Mayo A. Shattuck III | | 310,543,327 | | 8,046,258 | | 195,796 | | 21,689,967 |
Tariq Shaukat | | 307,789,150 | | 10,770,400 | | 225,831 | | 21,689,967 |
Salaam Coleman Smith | | 317,105,866 | | 1,508,291 | | 171,224 | | 21,689,967 |
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 on February 3, 2024.
| | | | | | | | | | | | | | |
For | | Against | | Abstain |
336,191,066 | | 4,086,630 | | 197,652 |
Based on the votes set forth above, the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending on February 3, 2024 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 |
305,923,899 | | 12,648,078 | | 213,404 | | 21,689,967 |
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, on an advisory basis, of the frequency of the advisory vote on the overall compensation of the Company’s named executive officers.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
One Year | | Two Years | | Three Years | | Abstain | | Broker Non-Votes |
312,882,365 | | 163,303 | | 5,416,479 | | 323,234 | | 21,689,967 |
Based on the votes set forth above, the shareholders recommended holding an advisory vote on the overall compensation of the Company’s named executive officers every year.
In accordance with the shareholders' recommendation, the Company has determined that an advisory vote on the overall compensation of the Company's named executive officers will be conducted every year, until the next shareholder advisory vote on the frequency of the advisory vote on the overall compensation of the Company's named executive officers.
5.Approval of the amendment and restatement of The Gap, Inc. 2016 Long-Term Incentive Plan.
| | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
264,394,940 | | 54,096,432 | | 294,009 | | 21,689,967 |
Based on the votes set forth above, the amendment and restatement of The Gap, Inc. 2016 Long-Term Incentive Plan was approved.