Gap Inc

1. 1

   Elect as directors the 11 director nominees named in this Proxy Statement

   ManagementBoard: FOR

   Elect 11 current director nominees to serve one-year terms until the 2027 Annual Meeting.

2. 2

   Ratify the selection of Deloitte & Touche LLP as our independent accountant for the fiscal year ending on January 30, 2027

   ManagementBoard: FOR

   Ratify the Audit and Finance Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2027.

3. 3

   Advisory vote to approve the compensation of the Company’s named executive officers

   ManagementBoard: FOR

   Non-binding, advisory (Say-on-Pay) vote to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This non-binding advisory proposal asks shareholders to approve the overall compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and related disclosures. Management frames the vote as an annual governance practice to confirm that compensation design, goal-setting, and payout outcomes are aligned with shareholder interests. The Compensation and Management Development Committee emphasizes pay-for-performance features: an annual cash incentive tied to EBIT and SG&A metrics, a long-term incentive mix weighted heavily toward performance-restricted stock units (PRSUs) measured on a three-year cumulative EBIT goal with a TSR modifier, and stock ownership guidelines and clawback provisions. The Board recommends a FOR vote, arguing that the program supports the Company’s strategic priorities—profitability, brand reinvigoration, platform investments, and culture—and helps retain leadership through a mix of time-based RSUs and performance-based PRSUs. Key points shareholders should weigh include the substantial weighting of CEO and senior pay toward multi-year performance metrics, the use of relative TSR as a modifier to align pay with market peers, and disclosed payouts (e.g., recent PRSU cycles paid at maximum levels after strong EBIT and TSR outcomes). Management also discloses robust governance controls around target setting, independent consultant input, committee oversight, and an annual shareholder outreach program that informed compensation practices. A sophisticated evaluation should consider whether the chosen EBIT targets and relative TSR peer index are sufficiently rigorous and properly calibrated to long-term value creation, whether disclosed one-time adjustments materially affected payouts, and the degree to which retention-focused RSUs complement or dilute performance incentives. The Board will consider the advisory vote outcome in future compensation decisions, making this vote an important signal of shareholder sentiment rather than a binding mandate.

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When is the Gap Inc 2026 annual meeting?

Gap Inc (GAP) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.

What is the record date for the Gap Inc 2026 meeting?

The record date for the Gap Inc 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Gap Inc's 2026 meeting?

The board is presenting 11 director nominees at the Gap Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Gap Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Gap Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.