GAP INC
For the period ended May 12, 2026. Filed Mar 27, 2026.
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May 12, 2026 · Filed Mar 27, 2026
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Cover page
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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 |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | 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 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)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
| ☑ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of Annual Meeting of Shareholders
Meeting Information
| DateTuesday, May 12, 2026 | Time9:45 a.m., Eastern Time | PlaceVia the Internet at www.virtualshareholdermeeting.com/GAP2026 |
|---|
Item of Business
| Proposals | |
|---|---|
| 1 | Elect as directors the 11 director nominees named in the Proxy Statement; |
| 2 | Ratify the selection of Deloitte & Touche LLP as our independent accountant for the fiscal year ending on January 30, 2027; |
| 3 | Hold an advisory vote to approve the compensation of our named executive officers; and |
| 4 | Transact such other business as may properly come before the meeting. |
Internet Availability
In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing our proxy materials to most of our shareholders. Rather than sending those shareholders a paper copy of our proxy materials, we are sending them a notice with instructions for accessing the materials and voting via the Internet. We believe this method of distribution makes the proxy distribution process more efficient, less costly and limits our impact on the environment. This Proxy Statement and our 2025 Annual Report to Shareholders are available at www.gapinc.com (follow the Investors, Financial Information, Annual Reports link).
Notice of Annual Meeting
Record Date
You must have been a shareholder of record at the close of business on March 13, 2026 to vote at the Annual Meeting.
Attending the Annual Meeting
You are entitled to attend the Annual Meeting, which will be held via the Internet through a virtual web conference at www.virtualshareholdermeeting.com/GAP2026 on Tuesday, May 12, 2026 at 9:45 a.m., Eastern Time, and any adjournments or postponements thereof. You will be able to attend the Annual Meeting online, vote your shares electronically and submit questions online during the Annual Meeting by logging into the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on any additional voting instructions accompanying these proxy materials. The platform for the virtual Annual Meeting includes functionality that affords validated shareholders substantially the same meeting participation rights and opportunities they would have at an in-person meeting. We recommend that you log in a few minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts.
Proxy Voting
Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card.
By Order of the Board of Directors,
Julie Gruber
Gap Inc.
Two Folsom Street
San Francisco, CA 94105
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.