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. )

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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 21, 2019.

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 25, 2019
Date:     May 21, 2019      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:
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— How To Vote —
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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.      Amy Bohutinsky
 
1b. John J. Fisher
 
1c.

Robert J. Fisher
 

1d. William S. Fisher
 
1e. Tracy Gardner
 
1f. Isabella D. Goren
 
1g. Bob L. Martin
 
1h. Jorge P. Montoya
 
1i. Chris O'Neill
 
1j. Arthur Peck
 
1k. Lexi Reese
 
1l. Mayo A. Shattuck III
 
 
The Board of Directors recommends you vote “FOR” Items 2, 3, and 4.
 
2.      Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending on February 1, 2020.
 
3. Approval, on an advisory basis, of the overall compensation of the named executive officers.
 
4. Approval of the amendment and restatement of The Gap, Inc. 2016 Long-Term Incentive Plan.
 
5. Transact such other business as may properly come before the meeting.