Additional Proxy Soliciting Materials (definitive) (defa14a)
05 April 2017 - 2:02AM
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. )
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Filed by the Registrant
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Filed by a Party other
than the Registrant
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CHECK THE APPROPRIATE BOX:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule
14a-12
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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 THE APPROPRIATE
BOX):
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No fee
required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
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1)
Title of each class of securities to which transaction
applies:
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2)
Aggregate number of securities to which transaction applies:
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3)
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)
Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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Fee paid previously with
preliminary materials:
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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)
Amount previously paid:
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2)
Form, Schedule or Registration Statement No.:
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3)
Filing Party:
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4) 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, 2017.
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 20,
2017
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Date:
May 17,
2017
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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, 2017 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 you vote "FOR" Item 1.
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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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Robert J. Fisher
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1b.
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William S. Fisher
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1c.
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Tracy Gardner
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1d.
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Brian Goldner
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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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The Board of Directors
recommends you vote "FOR" Item 2.
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2.
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Ratification of the selection of Deloitte
& Touche LLP as our independent registered public accounting firm for
the fiscal year ending on February 3, 2018.
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The Board of Directors
recommends you vote "1 YEAR" on Item 3.
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3.
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An advisory vote on whether an advisory vote
on executive compensation should be held every one, two or three
years.
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The Board of Directors
recommends you vote "FOR" Items 4 and 5.
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4.
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Approval, on an advisory basis, of the
overall compensation of the named executive officers.
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5.
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Approval of the Amendment and Restatement of
The Gap, Inc. Employee Stock Purchase Plan.
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The Board of Directors
recommends you vote "AGAINST" Item 6.
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6.
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The shareholder proposal contained in the
attached Proxy Statement, if properly presented at the
meeting.
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7.
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Transact such other business as may properly
come before the meeting.
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