Shareholders' Meeting Vote Results
Gap Inc. held its 2012 Annual Meeting of Shareholders on May 15, 2012.
There were 490,175,292 shares of Gap Inc. common stock entitled to vote at the meeting. A total of 452,139,797 votes were represented at the meeting.
1. The following directors were elected:
| Director | Vote For | Vote Against | Abstain |
| Adrian D. P. Bellamy | 426,461,909 | 2,676,447 | 182,244 |
| Domenico De Sole | 428,811,884 | 334,075 | 174,641 |
| Robert J. Fisher | 426,860,399 | 2,321,851 | 138,350 |
| William S. Fisher | 426,941,265 | 2,240,456 | 138,879 |
| Isabella D. Goren | 428,641,561 | 491,598 | 182,441 |
| Bob L. Martin | 428,683,894 | 462,308 | 174,398 |
| Jorge P. Montoya | 428,828,377 | 318,015 | 174,208 |
| Glenn K. Murphy | 424,735,908 | 4,427,136 | 157,556 |
| Mayo A. Shattuck III | 428,083,178 | 1,063,397 | 174,025 |
| Katherine Tsang | 428,618,804 | 520,148 | 181,648 |
2. The selection of Deloitte Touche LLP as the independent registered public accounting firm for the fiscal year ending February 2, 2013, was ratified with 448,065,613 votes in favor and 3,806,020 votes against. There were 268,164 abstentions and no broker non-votes.
3. The overall compensation of the company’s named executive officers was approved with 421,492,833 votes in favor and 6,792,141 votes against. There were 1,034,993 abstentions and 22,819,830 broker non-votes.
4. The shareholder proposal regarding ending trade partnership with Sri Lanka was not approved by shareholders, receiving 4,942,089 votes in favor, and 393,407,885 votes against. There were 30,969,993 abstentions and 22,819,830 broker non-votes.