Additional Proxy Soliciting Materials (definitive) (defa14a)
06 April 2016 - 3:22AM
Edgar (US Regulatory)
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
[X]
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Filed by a Party other than
the Registrant [ ]
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Check the appropriate
box:
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[ ]
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Preliminary Proxy
Statement
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[ ]
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive Proxy
Statement
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[X]
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Definitive Additional
Materials
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[ ]
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Soliciting Material Pursuant to §240.14a-12
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The Gap, Inc.
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(Name of Registrant as
Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check
the appropriate box):
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[X]
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No fee required.
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[
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of
securities to which transaction applies:
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2)
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Aggregate number of securities to
which transaction applies:
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3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state how it
was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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[
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Fee paid previously
with preliminary materials.
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[
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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1)
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Amount Previously
Paid:
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2)
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Form, Schedule or Registration
Statement No.:
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Filing Party:
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Date Filed:
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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 17, 2016.
GAP INC.
GAP INC.
ATTN: MARIE MA
TWO
FOLSOM STREET
SAN FRANCISCO, CA 94105
Meeting
Information
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Meeting
Type:
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Annual Meeting
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For holders as
of:
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March 21, 2016
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Date:
May 17,
2016
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Time:
10:00 AM local
time
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Location:
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Gap Inc. Headquarters
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Two Folsom Street
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San Francisco, CA 94105
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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.
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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:
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.
How to
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:
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1)
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BY
INTERNET
:
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www.proxyvote.com
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2)
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BY
TELEPHONE
:
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1-800-579-1639
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3)
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BY
E-MAIL*
:
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sendmaterial@proxyvote.com
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* 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:
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1.
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Election of
Directors
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Nominees:
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1a.
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Domenico De Sole
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1b.
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Robert J. Fisher
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1c.
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William S. Fisher
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1d.
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Tracy Gardner
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1e.
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Isabella D. Goren
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1f.
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Bob L. Martin
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1g.
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Jorge P. Montoya
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1h.
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Arthur Peck
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1i.
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Mayo A. Shattuck III
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1j.
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Katherine
Tsang
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2.
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Ratify the selection of Deloitte
& Touche LLP as our independent registered public accounting firm for
the fiscal year ending on January 28, 2017;
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3.
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Approve, on an advisory basis,
the overall compensation of the named executive officers;
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4.
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Approve the Amendment and
Restatement of The Gap, Inc. 2011 Long-Term Incentive Plan;
and
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5.
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Transact such other business as
may properly come before the meeting.
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