8-K

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)

November 9, 2017

THE GAP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-7562	94-1697231
(State 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))

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 9, 2017, the Board of Directors of The Gap, Inc. (the “Company”) elected Chris O’Neill to serve as a director of the Company, effective February 4, 2018. The Board has determined that Mr. O’Neill is independent under the New York Stock Exchange rules. On November 14, 2017, the Company issued a press release announcing Mr. O’Neill’s election. A copy of the press release is attached hereto as Exhibit 99.1.

In connection with Mr. O’Neill’s election to the Board of Directors, he will receive Company stock units with an initial aggregate value of $160,000 (based on the then-current fair market value of the Company's common stock) upon the effective date of his election.  The terms of these stock units, as well as the terms of Mr. O’Neill's other compensation for service as a director, will be consistent with the stock units and other compensation for the Company's other non-employee directors, as described in the Proxy Statement for the Company's 2017 Annual Meeting of Shareholders.

Item 9.01.Financial Statements and Exhibits

99.1 Press Release dated November 14, 2017

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.
		(Registrant)
Date:	November 14, 2017	By:	/s/ Thomas J. Lima
			Thomas J. Lima
			Senior Vice President and
			General Counsel

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated November 14, 2017

EX-99.1

Exhibit 99.1

GAP INC. APPOINTS CHRIS O'NEILL TO ITS BOARD OF DIRECTORS

Evernote CEO Brings More Than a Decade of Leadership Experience from Top Tech Firms

SAN FRANCISCO - November14, 2017 -Gap Inc. (NYSE: GPS) today announced that Chris O’Neill has been elected to serve on the Gap Inc. board of directors, effective February 4, 2018. 

Mr. O’Neill, 44, is currently chief executive officer of Evernote Corporation. Since joining the company in 2015, Mr. O’Neill has overseen the increase of Evernote’s base to over 220 million users globally and established strong financial and operational foundations to sustain Evernote’s future growth. Tasked with leading Evernote through its next stage, Mr. O’Neill is focused on delivering product innovation and continuing Evernote's global expansion.

Prior to joining Evernote, Mr. O’Neill spent 10 years in numerous leadership roles with Google, including Google [x], the company’s experimental research and development organization. Mr. O’Neill is also credited for his work as Managing Director of Google Canada where he doubled the Canadian business in just under three years.

“Chris is a proven leader in the technology industry and brings a wealth of knowledge, experience, and creativity to our board of directors,” said Bob Fisher, chairman of the board, Gap Inc. “His expertise will be a great asset to the company as we enter our next phase of growth.” 

In addition to being a member of Gap Inc.'s board of directors, Mr. O’Neill previously served on the boards of Tim Hortons and Shop.org, the National Retail Federation’s digital division. 

“Gap Inc. has had a profound impact on the retail industry,” said Mr. O’Neill. "I’m honored to join Gap Inc.’s board of directors and help the company as it evolves and focuses on its balanced growth strategy."

Mr. O’Neill holds a Bachelor of Arts (Economics) from University of Western Ontario and a Master of Business Administration from Dartmouth College.

About Gap Inc. 

Gap Inc. is a leading global retailer offering clothing, accessories, and personal care products for men, women, and children under the Gap, Banana Republic, Old Navy, Athleta, Intermix, and Weddington Way brands. Fiscal year 2016 net sales were $15.5 billion. Gap Inc. products are available for purchase in more than 90 countries worldwide through about 3,200 company-operated stores, about 450 franchise stores, and e-commerce sites. For more information, please visit www.gapinc.com.

Investor Relations Contact:

Tina Romani

(415) 427-5264

Investor_relations@gap.com

Media Relations Contact:

Trina Somera

(415) 427-3145

Press@gap.com