Shareholders' Meeting Vote Results

Gap Inc. held its 2019 shareholders meeting on May 21, 2019. There were 379,014,042 shares on Gap Inc. common stock entitled to vote at that meeting. A total of 350,594,208 votes were represented at the meeting. Following are the vote results from the meeting:

1. Election of Directors – the following ten director nominees were elected:

Director Nominee For Against Abstain Broker Non-Votes
Amy Bohutinsky 330,950,322 353,906 220,781 19,069,199
John J. Fisher 326,752,314 4,570,406 202,289 19,069,199
Robert J. Fisher 265,349,360 65,978,981 196,668 19,069,199
William S. Fisher 326,749,755 4,574,204 201,050 19,069,199
Tracy Gardner 330,790,676 495,268 239,065 19,069,199
Isabella D. Goren 330,957,839 344,796 222,374 19,069,199
Bob L. Martin 317,688,622 13,614,125 222,262 19,069,199
Jorge P. Montoya 324,961,013 6,341,688 222,308 19,069,199
Chris O' Neill 329,881,822 1,420,458 222,729 19,069,199
Arthur Peck 328,920,509 2,394,498 210,002 19,069,199
Lexi Reese 330,914,932 389,763 220,314 19,069,199
Mayo A. Shattuck III 318,576,443 12,727,525 221,041 19,069,199

 

2. Ratification of the selection of the independent registered public accounting firm – The selection of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending February 1, 2020, was ratified with 338,823,874 votes in favor and 11,576,178 votes against. There were 194,156 abstentions and no broker non-votes.

3. An advisory vote on the overall compensation of the Company’s named executive officers – The overall compensation of the Company's named executive officers was approved with 188,083,003 votes in favor and 142,728,444 votes against. There were 713,562 abstentions and 19,069,199 broker non-votes.

4. Approval of the amendment and restatement of The Gap, Inc. 2016 Long-Term Incentive Plan – The amendment and restatement of The Gap, Inc. 2016 Long-Term Incentive Plan was approved with 246,767,682 votes in favor and 84,414,078 votes against. There were 343,249 abstentions and 19,069,199 broker non-votes.