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|[ ]||Preliminary Proxy Statement|
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|[ ]||Definitive Proxy Statement|
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|[ ]||Soliciting Material Pursuant to §240.14a-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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|[X]||No fee required.|
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to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 17, 2016.
|Meeting Type:||Annual Meeting|
|For holders as of:||March 21, 2016|
|Date: May 17, 2016||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
NOTICE AND PROXY STATEMENT ANNUAL REPORT
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.
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:
* 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, 2016 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.
The Board of Directors recommends that you vote FOR Items 1, 2, 3 and 4:
|1.||Election of Directors|
|1a.||Domenico De Sole|
|1b.||Robert J. Fisher|
|1c.||William S. Fisher|
|1e.||Isabella D. Goren|
|1f.||Bob L. Martin|
|1g.||Jorge P. Montoya|
|1i.||Mayo A. Shattuck III|
|2.||Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending on January 28, 2017;|
|3.||Approve, on an advisory basis, the overall compensation of the named executive officers;|
|4.||Approve the Amendment and Restatement of The Gap, Inc. 2011 Long-Term Incentive Plan; and|
|5.||Transact such other business as may properly come before the meeting.|