Gap Inc. (NYSE: GAP) shareholders back board, auditor and executive pay

Rhea-AI Filing Summary

The Gap, Inc. held its annual meeting of shareholders on May 12, 2026. Shareholders representing 342,882,129 of 365,340,191 eligible common shares were present, establishing a quorum. All nominated directors were elected, with each receiving more votes for than against.

Shareholders ratified Deloitte & Touche LLP as independent accountant for the fiscal year ending January 30, 2027, with 324,713,712 votes for and 19,051,976 against. On an advisory basis, shareholders also approved the overall compensation of the company’s named executive officers.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding entitled to vote: 365,340,191 shares Shares represented at meeting: 342,882,129 shares Auditor ratification For votes: 324,713,712 votes +4 more

7 metrics

Shares outstanding entitled to vote 365,340,191 shares Common stock outstanding as of March 13, 2026 record date

Shares represented at meeting 342,882,129 shares Common stock represented in person or by proxy at annual meeting

Auditor ratification For votes 324,713,712 votes Votes for Deloitte & Touche LLP as independent accountant for FY ending January 30, 2027

Auditor ratification Against votes 19,051,976 votes Votes against Deloitte & Touche LLP as independent accountant

Say-on-pay For votes 298,793,036 votes Advisory approval of named executive officer compensation

Director Brady Brewer For votes 316,053,034 votes Votes for election of director nominee Brady Brewer

Director Robert J. Fisher Against votes 71,752,419 votes Votes against election of director nominee Robert J. Fisher

Key Terms

broker non-votes, quorum, independent accountant, advisory basis, +1 more

5 terms

broker non-votes financial

"Nominee | For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

quorum financial

"342,882,129 shares of common stock were represented ... and, therefore, a quorum was present."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

independent accountant financial

"Ratification of the selection of Deloitte & Touche LLP as the Company’s independent accountant"

advisory basis financial

"Approval, on an advisory basis, of the overall compensation of the Company’s named executive officers."

named executive officers financial

"the overall compensation of the Company’s named executive officers was approved on an advisory basis."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported)

May 12, 2026

THE GAP, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-7562

94-1697231

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Two Folsom Street
San Francisco,			California						94105
(Address of principal executive offices)									(Zip Code)

(415) 427-0100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $0.05 par value			GAP			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

    On May 12, 2026, the Company held its annual meeting of shareholders (the "Annual Meeting"). As of March 13, 2026, the record date for the Annual Meeting, there were a total of 365,340,191 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 342,882,129 shares of common stock were represented in person or by proxy and, therefore, a quorum was present.

    The shareholders of the Company voted on the following items at the Annual Meeting:

1.Election of the directors nominated by the Board of Directors of the Company.

Nominee						For						Against						Abstain						Broker Non-Votes
Brady Brewer						316,053,034						783,843						104,266						26,940,986
Richard Dickson						315,941,555						907,930						91,658						26,940,986
Elisabeth B. Donohue						315,450,561						1,394,508						96,074						26,940,986
Robert J. Fisher						245,091,202						71,752,419						97,522						26,940,986
William S. Fisher						301,160,390						15,684,029						96,724						26,940,986
Jody Gerson						316,405,523						420,430						115,190						26,940,986
Kathryn Hall						316,399,247						437,480						104,416						26,940,986
Amy Miles						314,417,282						2,381,075						142,786						26,940,986
Chris O’Neill						316,424,933						394,036						122,174						26,940,986
Mayo A. Shattuck III						297,443,867						19,386,049						111,227						26,940,986
Tariq Shaukat						316,351,789						447,174						142,180						26,940,986

Based on the votes set forth above, the director nominees were duly elected.

2.Ratification of the selection of Deloitte & Touche LLP as the Company’s independent accountant for the fiscal year ending on January 30, 2027.

For						Against						Abstain
324,713,712						19,051,976						116,441

Based on the votes set forth above, the selection of Deloitte & Touche LLP as the Company’s independent accountant for the fiscal year ending on January 30, 2027, was duly ratified.

3.Approval, on an advisory basis, of the overall compensation of the Company’s named executive officers.

For						Against						Abstain						Broker Non-Votes
298,793,036						18,023,387						124,720						26,940,986

Based on the votes set forth above, the overall compensation of the Company’s named executive officers was approved on an advisory basis.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			THE GAP, INC.
Date: May 15, 2026			By:			/s/ Julie Gruber
						Julie Gruber
						Executive Vice President and
						Chief Legal and Compliance Officer

FAQ

What did GAP shareholders vote on at the 2026 annual meeting?

GAP shareholders voted on three main items: electing the board’s slate of director nominees, ratifying Deloitte & Touche LLP as independent accountant for the fiscal year ending January 30, 2027, and approving on an advisory basis the compensation of the company’s named executive officers.

Were all GAP director nominees elected at the May 2026 annual meeting?

All GAP director nominees were elected. Each candidate received more votes “For” than “Against,” including Brady Brewer, Richard Dickson, Elisabeth B. Donohue, Robert J. Fisher, William S. Fisher, and other board members listed, with additional broker non-votes not counting against any nominee’s election outcome.

How many GAP shares were eligible and represented at the 2026 annual meeting?

There were 365,340,191 GAP common shares outstanding and entitled to vote as of the March 13, 2026 record date. At the meeting, 342,882,129 shares were represented in person or by proxy, which established a valid quorum for conducting shareholder business and votes.

Did GAP shareholders ratify Deloitte & Touche as independent accountant?

Yes. Shareholders ratified Deloitte & Touche LLP as GAP’s independent accountant for the fiscal year ending January 30, 2027, with 324,713,712 votes for, 19,051,976 votes against, and 116,441 abstentions recorded, indicating strong overall support for continuing the existing audit relationship and oversight framework.

How did GAP shareholders vote on executive compensation in 2026?

On an advisory “say-on-pay” basis, shareholders approved GAP’s overall compensation for named executive officers. The vote recorded 298,793,036 shares for, 18,023,387 against, and 124,720 abstentions, along with 26,940,986 broker non-votes, signaling general shareholder support for the company’s disclosed executive pay practices that year.

Filing Exhibits & Attachments

3 documents

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