UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
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| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☑ | Definitive Additional Materials | |
| ☐ | Soliciting Material Under Rule 14a-12 | |
The Gap, Inc.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
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*** Exercise
Your Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for
the
Shareholder Meeting to Be Held on May 17, 2017.
GAP INC.
GAP INC.
ATTN: MARIE MA
TWO
FOLSOM STREET
SAN FRANCISCO, CA 94105
| Meeting Information | |
| Meeting Type: | Annual Meeting |
| For holders as of: | March 20, 2017 |
| Date: May 17, 2017 | Time: 10:00 AM local time |
| Location: | Gap Inc. Headquarters |
| Two Folsom Street | |
| San Francisco, CA 94105 | |
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
| See the reverse side of this notice to obtain proxy materials and voting instructions. |
— Before You Vote
—
How to Access the Proxy Materials
Proxy Materials Available to VIEW or
RECEIVE:
NOTICE AND PROXY
STATEMENT ANNUAL
REPORT
How to
View Online:
Have the information that is
printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on
the following page) and visit: www.proxyvote.com.
How to
Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you
must request one. There is NO charge for requesting a copy. Please choose one of the
following methods to make your request:
| 1) | BY INTERNET: | www.proxyvote.com | |
| 2) | BY TELEPHONE: | 1-800-579-1639 | |
| 3) | BY E-MAIL*: | sendmaterial@proxyvote.com |
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 3, 2017 to facilitate timely delivery.
— How To Vote
—
Please Choose One of the Following Voting
Methods
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
| Voting Items |
|
The Board of Directors recommends you vote "FOR" Item 1. | ||||
| 1. | Election of Directors | |||
| Nominees: | ||||
| 1a. | Robert J. Fisher | |||
| 1b. | William S. Fisher | |||
| 1c. | Tracy Gardner | |||
| 1d. | Brian Goldner | |||
| 1e. | Isabella D. Goren | |||
| 1f. | Bob L. Martin | |||
| 1g. | Jorge P. Montoya | |||
| 1h. | Arthur Peck | |||
| 1i. | Mayo A. Shattuck III | |||
| 1j. | Katherine Tsang | |||
| The Board of Directors recommends you vote "FOR" Item 2. | ||
| 2. | Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending on February 3, 2018. | |
| The Board of Directors recommends you vote "1 YEAR" on Item 3. | ||
| 3. | An advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years. | |
| The Board of Directors recommends you vote "FOR" Items 4 and 5. | ||
| 4. | Approval, on an advisory basis, of the overall compensation of the named executive officers. | |
| 5. | Approval of the Amendment and Restatement of The Gap, Inc. Employee Stock Purchase Plan. | |
| The Board of Directors recommends you vote "AGAINST" Item 6. | ||
| 6. | The shareholder proposal contained in the attached Proxy Statement, if properly presented at the meeting. | |
| 7. | Transact such other business as may properly come before the meeting. | |
