The Gap Inc (GAP) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2025, to be held virtually, with shareholders able to vote and submit questions online.

• Shareholders will vote on the election of 11 director nominees, ratification of Deloitte & Touche LLP as independent accountant, and an advisory say-on-pay vote for executive compensation.

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

• As of the record date, 376,603,723 shares of common stock were outstanding, with each share entitled to one vote.

Voting matters and shareholder proposals

• Proposals include election of directors, ratification of auditors, advisory vote on executive compensation, and other business as may arise.

• Shareholders can submit proposals and director nominations for the 2026 meeting by specified deadlines and procedures.

• Shareholder rights include the ability to call special meetings, act by written consent, and communicate directly with the Board.

Board of directors and corporate governance

• 11 director nominees, with 10 considered independent; new nominee Brady Brewer identified via third-party search.

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

• Board diversity in tenure, age, gender, and race; skills include retail, international business, leadership, finance, technology, and marketing.

• Annual board and committee self-assessments and director independence reviews are conducted.

• Board leadership structure separates CEO and Chair roles, with a Lead Independent Director designated as needed.

• Stock ownership guidelines and anti-hedging/pledging policies are in place for directors and executives.