The Gap Inc (GAP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 12, 2026, to be held virtually; shareholders of record as of March 13, 2026, are eligible to vote.

• Key proposals include election of 11 directors, ratification of Deloitte & Touche LLP as independent accountant, and an advisory vote on executive compensation.

• Proxy materials are primarily distributed electronically to enhance efficiency and reduce environmental impact.

• Shareholders can vote via Internet, phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 11 director nominees, (2) ratification of Deloitte & Touche LLP as independent accountant for fiscal year ending January 30, 2027, (3) advisory vote on executive compensation, and (4) other business as may arise.

• Board recommends voting FOR all director nominees, FOR auditor ratification, and FOR the say-on-pay proposal.

Board of directors and corporate governance

• Board consists of 11 nominees, 10 of whom are independent; diverse in tenure, gender, race, and skills.

• Board committees (Audit & Finance, Compensation & Management Development, Governance & Sustainability) are composed solely of independent directors.

• Annual board self-assessment and director independence review are conducted.

• Board leadership is separated between CEO and independent Board Chair.

• Shareholders can call special meetings, act by written consent, and there is no poison pill.