Shareholders' Meeting Vote Results

Gap Inc. held its 2018 Annual Meeting of Shareholders on May 22, 2018. There were 389,311,065 shares of Gap Inc. common stock entitled to vote at the meeting. A total of 358,648,158 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 NomineeFor Against AbstainBroker Non-Votes
Robert J. Fisher270,332,86567,055,730102,34321,157,220
William S. Fisher331,137,8556,273,78479,29921,157,220
Tracy Gardner330,692,5536,684,864113,52121,157,220
Brian Goldner330,490,752882,221117,96521,157,220
Isabella D. Goren336,557,320818,308115,31021,157,220
Bob L. Martin330,054,0197,293,144143,77521,157,220
Jorge P. Montoya332,446,1324,929,538115,26821,157,220
Chris O' Neill336,986,812380,046124,08021,157,220
Arthur Peck332,161,2915,217,721111,92621,157,220
Mayo A. Shattuck III329,782,9717,585,484122,48321,157,220

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 2, 2019, was ratified with 353,258,107 votes in favor and 5,185,806 votes against. There were 204,245 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 330,481,821 votes in favor and 6,767,121 votes against. There were 241,996 abstentions and 21,157,220 broker non-votes.