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GAP INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and GAP INC.’s Form 8-K, filed May 10, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 14Ballot items
  • 418Asset managers
  • 6,039Fund votes
  • May 7, 2024Meeting date

Results at a glance

Meeting of May 7, 2024: 14 items on GAP INC.’s Form 8-K, filed May 10, 2024: 11 elected · 3 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore GAP INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by GAP INC.

These tallies are GAP INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 10, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

GAP INC. — official shareholder meeting results, meeting held May 7, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Richard Dickson 319,249,1561,604,000139,303 --27,812,119 99.5%Elected—
Elect Director: Elisabeth B. Donohue 317,516,2453,294,698181,516 --27,812,119 99%Elected—
Elect Director: Robert J. Fisher 279,217,35741,643,314131,788 --27,812,119 87%Elected—
Elect Director: William S. Fisher 319,360,3301,496,479135,650 --27,812,119 99.5%Elected—
Elect Director: Tracy Gardner 317,039,4273,800,576152,456 --27,812,119 99%Elected—
Elect Director: Kathryn Hall 318,133,0732,673,435185,951 --27,812,119 99.1%Elected—
Elect Director: Amy Miles 317,478,3463,321,836192,277 --27,812,119 99%Elected—
Elect Director: Chris O'Neill 318,112,6812,680,529199,249 --27,812,119 99.1%Elected—
Elect Director: Mayo A. Shattuck III 314,178,7386,648,221165,500 --27,812,119 98%Elected—
Elect Director: Tariq Shaukat 318,120,0012,708,677163,781 --27,812,119 99.1%Elected—
Elect Director: Salaam Coleman Smith 317,474,0533,356,851161,555 --27,812,119 99%Elected—
2. Ratification of the selection of Deloitte & Touche LLP as the Company's independent accountant for the fiscal year ending on February 1, 2025 336,088,14912,380,771335,658 ---- 96%Approved—
3. Approval, on an advisory basis, of the overall compensation of the Company's named executive officers 311,527,2639,246,369218,827 --27,812,119 97%Approved—
4. Approval of the amendment of the Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers 306,690,57814,080,482221,399 --27,812,119 96%Approved—

Source: GAP INC., Form 8-K, filed with the SEC on May 10, 2024 — read the filing on EDGAR.

How asset managers voted at the GAP INC. 2023-2024 meeting

Each item below shows how the 418 asset managers that disclosed a GAP INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Richard Dickson

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 319,249,156AGAINST: 1,604,000
Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Richard Dickson

GAP INC.’s own tally for this item (“Elect Director: Richard Dickson”): 319,249,156 for, 1,604,000 against, per its Form 8-K filed May 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, the director nominees were duly elected.”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 105,968,378 for, 5,152 against, 43,867 abstained, 1,620 unknown.

FOR
FOR: 105,968,378AGAINST: 5,152ABSTAIN: 43,867UNKNOWN: 1,620
Largest asset managers voting on “Election of Directors: Richard Dickson” at GAP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox30,618,6780 00For
Vanguard23,163,1610 00For
BlackRock10,296,0200 00For
Dimensional8,874,3400 00For
Fidelity6,691,0830 00For
Pacer Funds Trust4,697,2500 00For
American Century3,031,7650 00For
Charles Schwab2,410,2810 00For
HENNESSY FUNDS TRUST2,194,3000 00For
State Street1,690,446384 00For
Columbia Threadneedle1,398,6740 00For
Federated Hermes1,188,9670 00For
TIAA1,113,2850 00For
WisdomTree608,6080 00For
STEWARD FUNDS, INC.557,6940 00For
Jackson National555,5680 00For
Principal522,2490 00For
Victory Capital421,9950 00For
PIMCO396,6380 00For
Equitable361,8140 00For
AIG/SunAmerica341,0610 00For
Invesco305,7450 00For
Bridge Builder Trust298,1070 00For
Thrivent268,2880 00For
BNY Mellon260,1130 00For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

2. Elect Director: Elisabeth B. Donohue

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 317,516,245AGAINST: 3,294,698
Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Elisabeth B. Donohue

GAP INC.’s own tally for this item (“Elect Director: Elisabeth B. Donohue”): 317,516,245 for, 3,294,698 against, per its Form 8-K filed May 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, the director nominees were duly elected.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 105,813,876 for, 159,654 against, 43,867 abstained, 1,620 unknown.

FOR
FOR: 105,813,876AGAINST: 159,654ABSTAIN: 43,867UNKNOWN: 1,620
Largest asset managers voting on “Election of Directors: Elisabeth B. Donohue” at GAP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox30,618,6780 00For
Vanguard23,163,1610 00For
BlackRock10,296,0200 00For
Dimensional8,874,3400 00For
Fidelity6,691,0830 00For
Pacer Funds Trust4,697,2500 00For
American Century3,031,7650 00For
Charles Schwab2,410,2810 00For
HENNESSY FUNDS TRUST2,194,3000 00For
State Street1,690,511319 00For
Columbia Threadneedle1,398,6740 00For
Federated Hermes1,188,9670 00For
TIAA1,113,2850 00For
WisdomTree608,6080 00For
STEWARD FUNDS, INC.557,6940 00For
Jackson National555,5680 00For
Principal522,2490 00For
Victory Capital421,9950 00For
PIMCO396,6380 00For
Equitable361,8140 00For
AIG/SunAmerica341,0610 00For
Invesco305,7450 00For
Bridge Builder Trust298,1070 00For
Thrivent268,2880 00For
BNY Mellon171,95188,162 00Mixed

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

3. Elect Director: Robert J. Fisher

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%
FOR: 279,217,357AGAINST: 41,643,314
Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Robert J. Fisher

GAP INC.’s own tally for this item (“Elect Director: Robert J. Fisher”): 279,217,357 for, 41,643,314 against, per its Form 8-K filed May 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, the director nominees were duly elected.”
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 88,973,521 for, 17,000,009 against, 43,867 abstained, 1,620 unknown.

FORAGAINST
FOR: 88,973,521AGAINST: 17,000,009ABSTAIN: 43,867UNKNOWN: 1,620
Largest asset managers voting on “Election of Directors: Robert J. Fisher” at GAP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox30,618,6780 00For
Vanguard23,159,2613,900 00For
BlackRock10,296,0200 00For
Dimensional08,874,340 00Against
Fidelity3,855,8122,835,271 00Mixed
Pacer Funds Trust4,697,2500 00For
American Century3,031,7650 00For
Charles Schwab2,410,2810 00For
HENNESSY FUNDS TRUST2,194,3000 00For
State Street1,689,0191,811 00For
Columbia Threadneedle1,398,6740 00For
Federated Hermes1,188,9670 00For
TIAA1,113,2850 00For
WisdomTree608,6080 00For
STEWARD FUNDS, INC.0557,694 00Against
Jackson National462,32893,240 00Mixed
Principal389,366132,883 00Mixed
Victory Capital0421,995 00Against
PIMCO0396,638 00Against
Equitable361,8140 00For
AIG/SunAmerica0341,061 00Against
Invesco0305,745 00Against
Bridge Builder Trust15,281282,826 00Mixed
Thrivent0268,288 00Against
BNY Mellon171,95188,162 00Mixed

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

4. Elect Director: William S. Fisher

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 319,360,330AGAINST: 1,496,479
Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: William S. Fisher

GAP INC.’s own tally for this item (“Elect Director: William S. Fisher”): 319,360,330 for, 1,496,479 against, per its Form 8-K filed May 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, the director nominees were duly elected.”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 105,973,146 for, 384 against, 43,867 abstained, 1,620 unknown.

FOR
FOR: 105,973,146AGAINST: 384ABSTAIN: 43,867UNKNOWN: 1,620
Largest asset managers voting on “Election of Directors: William S. Fisher” at GAP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox30,618,6780 00For
Vanguard23,163,1610 00For
BlackRock10,296,0200 00For
Dimensional8,874,3400 00For
Fidelity6,691,0830 00For
Pacer Funds Trust4,697,2500 00For
American Century3,031,7650 00For
Charles Schwab2,410,2810 00For
HENNESSY FUNDS TRUST2,194,3000 00For
State Street1,690,446384 00For
Columbia Threadneedle1,398,6740 00For
Federated Hermes1,188,9670 00For
TIAA1,113,2850 00For
WisdomTree608,6080 00For
STEWARD FUNDS, INC.557,6940 00For
Jackson National555,5680 00For
Principal522,2490 00For
Victory Capital421,9950 00For
PIMCO396,6380 00For
Equitable361,8140 00For
AIG/SunAmerica341,0610 00For
Invesco305,7450 00For
Bridge Builder Trust298,1070 00For
Thrivent268,2880 00For
BNY Mellon260,1130 00For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

5. Elect Director: Tracy Gardner

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 317,039,427AGAINST: 3,800,576
Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Tracy Gardner

GAP INC.’s own tally for this item (“Elect Director: Tracy Gardner”): 317,039,427 for, 3,800,576 against, per its Form 8-K filed May 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, the director nominees were duly elected.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 105,809,108 for, 164,422 against, 43,867 abstained, 1,620 unknown.

FOR
FOR: 105,809,108AGAINST: 164,422ABSTAIN: 43,867UNKNOWN: 1,620
Largest asset managers voting on “Election of Directors: Tracy Gardner” at GAP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox30,618,6780 00For
Vanguard23,163,1610 00For
BlackRock10,296,0200 00For
Dimensional8,874,3400 00For
Fidelity6,691,0830 00For
Pacer Funds Trust4,697,2500 00For
American Century3,031,7650 00For
Charles Schwab2,410,2810 00For
HENNESSY FUNDS TRUST2,194,3000 00For
State Street1,690,511319 00For
Columbia Threadneedle1,398,6740 00For
Federated Hermes1,188,9670 00For
TIAA1,113,2850 00For
WisdomTree608,6080 00For
STEWARD FUNDS, INC.557,6940 00For
Jackson National555,5680 00For
Principal522,2490 00For
Victory Capital421,9950 00For
PIMCO396,6380 00For
Equitable361,8140 00For
AIG/SunAmerica341,0610 00For
Invesco305,7450 00For
Bridge Builder Trust298,1070 00For
Thrivent268,2880 00For
BNY Mellon171,95188,162 00Mixed

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

6. Elect Director: Mayo A. Shattuck III

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 314,178,738AGAINST: 6,648,221
Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Mayo A. Shattuck III

GAP INC.’s own tally for this item (“Elect Director: Mayo A. Shattuck III”): 314,178,738 for, 6,648,221 against, per its Form 8-K filed May 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, the director nominees were duly elected.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 105,506,295 for, 467,235 against, 43,867 abstained, 1,620 unknown.

FOR
FOR: 105,506,295AGAINST: 467,235ABSTAIN: 43,867UNKNOWN: 1,620
Largest asset managers voting on “Election of Directors: Mayo A. Shattuck III” at GAP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox30,618,6780 00For
Vanguard23,163,1610 00For
BlackRock10,296,0200 00For
Dimensional8,874,3400 00For
Fidelity6,691,0830 00For
Pacer Funds Trust4,697,2500 00For
American Century3,031,7650 00For
Charles Schwab2,410,2810 00For
HENNESSY FUNDS TRUST2,194,3000 00For
State Street1,690,051779 00For
Columbia Threadneedle1,398,6740 00For
Federated Hermes1,188,9670 00For
TIAA1,113,2850 00For
WisdomTree608,6080 00For
STEWARD FUNDS, INC.557,6940 00For
Jackson National555,5680 00For
Principal522,2490 00For
Victory Capital421,9950 00For
PIMCO0396,638 00Against
Equitable361,8140 00For
AIG/SunAmerica341,0610 00For
Invesco305,7450 00For
Bridge Builder Trust298,1070 00For
Thrivent268,2880 00For
BNY Mellon260,1130 00For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

7. Elect Director: Tariq Shaukat

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 318,120,001AGAINST: 2,708,677
Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Tariq Shaukat

GAP INC.’s own tally for this item (“Elect Director: Tariq Shaukat”): 318,120,001 for, 2,708,677 against, per its Form 8-K filed May 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, the director nominees were duly elected.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 105,973,211 for, 319 against, 43,867 abstained, 1,620 unknown.

FOR
FOR: 105,973,211AGAINST: 319ABSTAIN: 43,867UNKNOWN: 1,620
Largest asset managers voting on “Election of Directors: Tariq Shaukat” at GAP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox30,618,6780 00For
Vanguard23,163,1610 00For
BlackRock10,296,0200 00For
Dimensional8,874,3400 00For
Fidelity6,691,0830 00For
Pacer Funds Trust4,697,2500 00For
American Century3,031,7650 00For
Charles Schwab2,410,2810 00For
HENNESSY FUNDS TRUST2,194,3000 00For
State Street1,690,511319 00For
Columbia Threadneedle1,398,6740 00For
Federated Hermes1,188,9670 00For
TIAA1,113,2850 00For
WisdomTree608,6080 00For
STEWARD FUNDS, INC.557,6940 00For
Jackson National555,5680 00For
Principal522,2490 00For
Victory Capital421,9950 00For
PIMCO396,6380 00For
Equitable361,8140 00For
AIG/SunAmerica341,0610 00For
Invesco305,7450 00For
Bridge Builder Trust298,1070 00For
Thrivent268,2880 00For
BNY Mellon260,1130 00For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

8. Elect Director: Salaam Coleman Smith

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 317,474,053AGAINST: 3,356,851
Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of Directors: Salaam Coleman Smith

GAP INC.’s own tally for this item (“Elect Director: Salaam Coleman Smith”): 317,474,053 for, 3,356,851 against, per its Form 8-K filed May 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, the director nominees were duly elected.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 105,813,876 for, 159,654 against, 43,867 abstained, 1,620 unknown.

FOR
FOR: 105,813,876AGAINST: 159,654ABSTAIN: 43,867UNKNOWN: 1,620
Largest asset managers voting on “Election of Directors: Salaam Coleman Smith” at GAP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox30,618,6780 00For
Vanguard23,163,1610 00For
BlackRock10,296,0200 00For
Dimensional8,874,3400 00For
Fidelity6,691,0830 00For
Pacer Funds Trust4,697,2500 00For
American Century3,031,7650 00For
Charles Schwab2,410,2810 00For
HENNESSY FUNDS TRUST2,194,3000 00For
State Street1,690,511319 00For
Columbia Threadneedle1,398,6740 00For
Federated Hermes1,188,9670 00For
TIAA1,113,2850 00For
WisdomTree608,6080 00For
STEWARD FUNDS, INC.557,6940 00For
Jackson National555,5680 00For
Principal522,2490 00For
Victory Capital421,9950 00For
PIMCO396,6380 00For
Equitable361,8140 00For
AIG/SunAmerica341,0610 00For
Invesco305,7450 00For
Bridge Builder Trust298,1070 00For
Thrivent268,2880 00For
BNY Mellon171,95188,162 00Mixed

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

9. Elect Director: Amy Miles

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 317,478,346AGAINST: 3,321,836
Details: description as filed, official tally, votes by 98 asset managers

Description as filed by funds: Election of Directors: Amy Miles

GAP INC.’s own tally for this item (“Elect Director: Amy Miles”): 317,478,346 for, 3,321,836 against, per its Form 8-K filed May 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, the director nominees were duly elected.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 98 asset managers below reported 105,939,323 for, 4,165 against, 43,867 abstained, 1,620 unknown.

FOR
FOR: 105,939,323AGAINST: 4,165ABSTAIN: 43,867UNKNOWN: 1,620
Largest asset managers voting on “Election of Directors: Amy Miles” at GAP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox30,618,6780 00For
Vanguard23,163,1610 00For
BlackRock10,296,0200 00For
Dimensional8,874,3400 00For
Fidelity6,691,0830 00For
Pacer Funds Trust4,697,2500 00For
American Century3,031,7650 00For
Charles Schwab2,410,2810 00For
HENNESSY FUNDS TRUST2,194,3000 00For
State Street1,690,221609 00For
Columbia Threadneedle1,398,6740 00For
Federated Hermes1,188,9670 00For
TIAA1,113,2850 00For
WisdomTree608,6080 00For
STEWARD FUNDS, INC.557,6940 00For
Jackson National555,5680 00For
Principal522,2490 00For
Victory Capital421,9950 00For
PIMCO396,6380 00For
Equitable361,8140 00For
AIG/SunAmerica341,0610 00For
Invesco305,7450 00For
Bridge Builder Trust298,1070 00For
Thrivent268,2880 00For
BNY Mellon260,1130 00For

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

10. Elect Director: Chris O'Neill

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 318,112,681AGAINST: 2,680,529
Details: description as filed, official tally, votes by 98 asset managers

Description as filed by funds: Election of Directors: Chris O'Neill

GAP INC.’s own tally for this item (“Elect Director: Chris O'Neill”): 318,112,681 for, 2,680,529 against, per its Form 8-K filed May 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, the director nominees were duly elected.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 98 asset managers below reported 105,943,169 for, 319 against, 43,867 abstained, 1,620 unknown.

FOR
FOR: 105,943,169AGAINST: 319ABSTAIN: 43,867UNKNOWN: 1,620
Largest asset managers voting on “Election of Directors: Chris O'Neill” at GAP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox30,618,6780 00For
Vanguard23,163,1610 00For
BlackRock10,296,0200 00For
Dimensional8,874,3400 00For
Fidelity6,691,0830 00For
Pacer Funds Trust4,697,2500 00For
American Century3,031,7650 00For
Charles Schwab2,410,2810 00For
HENNESSY FUNDS TRUST2,194,3000 00For
State Street1,690,511319 00For
Columbia Threadneedle1,398,6740 00For
Federated Hermes1,188,9670 00For
TIAA1,113,2850 00For
WisdomTree608,6080 00For
STEWARD FUNDS, INC.557,6940 00For
Jackson National555,5680 00For
Principal522,2490 00For
Victory Capital421,9950 00For
PIMCO396,6380 00For
Equitable361,8140 00For
AIG/SunAmerica341,0610 00For
Invesco305,7450 00For
Bridge Builder Trust298,1070 00For
Thrivent268,2880 00For
BNY Mellon260,1130 00For

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

11. Elect Director: Kathryn Hall

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 318,133,073AGAINST: 2,673,435
Details: description as filed, official tally, votes by 98 asset managers

Description as filed by funds: Election of Directors: Kathryn Hall

GAP INC.’s own tally for this item (“Elect Director: Kathryn Hall”): 318,133,073 for, 2,673,435 against, per its Form 8-K filed May 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, the director nominees were duly elected.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 98 asset managers below reported 105,938,401 for, 5,087 against, 43,867 abstained, 1,620 unknown.

FOR
FOR: 105,938,401AGAINST: 5,087ABSTAIN: 43,867UNKNOWN: 1,620
Largest asset managers voting on “Election of Directors: Kathryn Hall” at GAP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox30,618,6780 00For
Vanguard23,163,1610 00For
BlackRock10,296,0200 00For
Dimensional8,874,3400 00For
Fidelity6,691,0830 00For
Pacer Funds Trust4,697,2500 00For
American Century3,031,7650 00For
Charles Schwab2,410,2810 00For
HENNESSY FUNDS TRUST2,194,3000 00For
State Street1,690,511319 00For
Columbia Threadneedle1,398,6740 00For
Federated Hermes1,188,9670 00For
TIAA1,113,2850 00For
WisdomTree608,6080 00For
STEWARD FUNDS, INC.557,6940 00For
Jackson National555,5680 00For
Principal522,2490 00For
Victory Capital421,9950 00For
PIMCO396,6380 00For
Equitable361,8140 00For
AIG/SunAmerica341,0610 00For
Invesco305,7450 00For
Bridge Builder Trust298,1070 00For
Thrivent268,2880 00For
BNY Mellon260,1130 00For

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

12. 4. Approval of the amendment of the Amended and Restated Certificate of Incorporation to update the exculpation…

Official resultOTHERReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

96% Approved · of votes cast

FOR 96%
FOR: 306,690,578AGAINST: 14,080,482
Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: APPROVAL OF THE AMENDMENT OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.

GAP INC.’s own tally for this item (“4. Approval of the amendment of the Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers”): 306,690,578 for, 14,080,482 against — passed, per its Form 8-K filed May 10, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, the amendment of the Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers was approved.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 99,895,716 for, 6,077,814 against, 43,867 abstained, 1,620 unknown.

FOR
FOR: 99,895,716AGAINST: 6,077,814ABSTAIN: 43,867UNKNOWN: 1,620
Largest asset managers voting on “APPROVAL OF THE AMENDMENT OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.” at GAP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox30,618,6780 00For
Vanguard23,163,1610 00For
BlackRock10,296,0200 00For
Dimensional8,874,3400 00For
Fidelity6,691,0830 00For
Pacer Funds Trust04,697,250 00Against
American Century3,031,7650 00For
Charles Schwab2,410,2810 00For
HENNESSY FUNDS TRUST2,194,3000 00For
State Street1,690,660170 00For
Columbia Threadneedle1,398,6740 00For
Federated Hermes1,188,9670 00For
TIAA1,113,2850 00For
WisdomTree608,6080 00For
STEWARD FUNDS, INC.557,6940 00For
Jackson National555,5680 00For
Principal132,883389,366 00Mixed
Victory Capital421,9950 00For
PIMCO0396,638 00Against
Equitable361,8140 00For
AIG/SunAmerica341,0610 00For
Invesco305,7450 00For
Bridge Builder Trust298,1070 00For
Thrivent268,2880 00For
BNY Mellon260,1130 00For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

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

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 13 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 311,527,263AGAINST: 9,246,369
Details: description as filed, official tally, votes by 415 asset managers

Description as filed by funds: Approval, on an advisory basis, of the overall compensation of the named executive officers.

GAP INC.’s own tally for this item (“3. Approval, on an advisory basis, of the overall compensation of the Company's named executive officers”): 311,527,263 for, 9,246,369 against — passed, per its Form 8-K filed May 10, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, the overall compensation of the Company's named executive officers was approved on an advisory basis.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 98 asset managers voting on “Approval, on an advisory basis, of the overall compensation of the named executive officers.” at GAP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox30,618,6780 00For
Vanguard23,163,1610 00For
BlackRock10,296,0200 00For
Dimensional8,874,3400 00For
Fidelity6,691,0830 00For
Pacer Funds Trust4,697,2500 00For
American Century3,031,7650 00For
Charles Schwab2,410,2810 00For
HENNESSY FUNDS TRUST2,194,3000 00For
State Street1,690,660170 00For
Columbia Threadneedle1,398,6740 00For
Federated Hermes1,188,9670 00For
TIAA1,113,2850 00For
WisdomTree0608,608 00Against
STEWARD FUNDS, INC.557,6940 00For
Jackson National93,240462,328 00Mixed
Principal522,2490 00For
Victory Capital421,9950 00For
PIMCO0396,638 00Against
Equitable361,8140 00For
AIG/SunAmerica341,0610 00For
Invesco305,7450 00For
Bridge Builder Trust298,1070 00For
Thrivent268,2880 00For
BNY Mellon0260,113 00Against

Fund voting reports, all 98 managers: 104,084,635 for, 1,883,423 against, 49,913 abstained, 1,620 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 344 asset managers voting on “Approval, on an advisory basis, of the overall compensation of the named executive officers.” at GAP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox35,336,0320 00For
BlackRock6,194,7161,204 00For
State Street5,820,62080,799 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP5,506,639223,521 00For
Fidelity4,978,7870 00For
PZENA INVESTMENT MANAGEMENT LLC4,547,7930 00For
GEODE CAPITAL MANAGEMENT, LLC3,183,1040 00For
American Century3,023,0560 00For
Charles Schwab2,722,3740 00For
Two Sigma1,975,4130 00For
Federated Hermes1,839,4610 00For
Northern Trust1,571,6248,747 6,0460For
Dimensional1,512,3350 00For
LOS ANGELES CAPITAL MANAGEMENT LLC871,306329,980 00Mixed
MELLON INVESTMENTS Corp01,196,880 00Against
Nuveen1,186,7520 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC0836,027 00Against
PRINCIPAL GLOBAL INVESTORS789,4640 00For
Victory Capital780,1947,392 00For
DRIEHAUS CAPITAL MANAGEMENT LLC622,1170 00For
AQR577,2240 00For
SAMLYN CAPITAL, LLC553,0540 00For
Goldman Sachs544,6640 00For
JPMorgan500,7540 00For
CANADA PENSION PLAN INVESTMENT BOARD479,4000 00For

Institutional-manager reports, all 344 managers: 94,374,947 for, 5,284,127 against, 133 withheld, 11,214 abstained, 6,897 not voted, 27 unknown. Showing the 25 largest; see all in the interactive database.

14. 2. Ratification of the selection of Deloitte & Touche LLP as the Company's independent accountant for the fiscal year…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

96% Approved · of votes cast

FOR 96%
FOR: 336,088,149AGAINST: 12,380,771
Details: description as filed, official tally, votes by 98 asset managers

Description as filed by funds: RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT ACCOUNTANT FOR THE FISCAL YEAR ENDING ON FEBRUARY 1, 2025.

GAP INC.’s own tally for this item (“2. Ratification of the selection of Deloitte & Touche LLP as the Company's independent accountant for the fiscal year ending on February 1, 2025”): 336,088,149 for, 12,380,771 against — passed, per its Form 8-K filed May 10, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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 February 1, 2025 was duly ratified.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 98 asset managers below reported 103,399,749 for, 2,570,815 against, 43,867 abstained, 1,620 unknown.

FOR
FOR: 103,399,749AGAINST: 2,570,815ABSTAIN: 43,867UNKNOWN: 1,620
Largest asset managers voting on “RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT ACCOUNTANT FOR THE FISCAL YEAR ENDIN” at GAP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox30,618,6780 00For
Vanguard23,163,1610 00For
BlackRock10,296,0200 00For
Dimensional8,874,3400 00For
Fidelity6,691,0830 00For
Pacer Funds Trust4,697,2500 00For
American Century2,681,465350,300 00Mixed
Charles Schwab2,410,2810 00For
HENNESSY FUNDS TRUST2,194,3000 00For
State Street1,690,051779 00For
Columbia Threadneedle01,398,674 00Against
Federated Hermes1,188,9670 00For
TIAA1,113,2850 00For
WisdomTree608,6080 00For
STEWARD FUNDS, INC.557,6940 00For
Jackson National555,5680 00For
Principal522,2490 00For
Victory Capital421,9950 00For
PIMCO0396,638 00Against
Equitable361,8140 00For
AIG/SunAmerica341,0610 00For
Invesco305,7450 00For
Bridge Builder Trust298,1070 00For
Thrivent268,2880 00For
BNY Mellon171,95188,162 00Mixed

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of May 20, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest GAP INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 375,000,000 shares outstanding at the time of that meeting.

Fund voting reports: top GAP INC. shareholders by shares voted on “Approval, on an advisory basis, of the overall compensation of the named executive officers.”, 2023-2024
#Asset manager % of shares outstanding
1Dodge & Cox 8.16%
2Vanguard 6.18%
3BlackRock 2.75%
4Dimensional 2.37%
5Fidelity 1.78%
6Pacer Funds Trust 1.25%
7American Century 0.81%
8Charles Schwab 0.64%
9HENNESSY FUNDS TRUST 0.59%
10State Street 0.45%
Institutional-manager reports: top GAP INC. shareholders by shares voted on “Approval, on an advisory basis, of the overall compensation of the named executive officers.”, 2023-2024
#Asset manager % of shares outstanding
1Dodge & Cox 9.42%
2BlackRock 1.65%
3State Street 1.57%
4ARROWSTREET CAPITAL, LIMITED PARTNERSHIP 1.53%
5Fidelity 1.33%
6PZENA INVESTMENT MANAGEMENT LLC 1.21%
7GEODE CAPITAL MANAGEMENT, LLC 0.85%
8American Century 0.81%
9Charles Schwab 0.73%
10Two Sigma 0.53%

Reported GAP INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

GAP INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
John J. Fisher 16.01% DEF14A
William S. Fisher 15.66% DEF14A
Robert J. Fisher 15.22% DEF14A
Dodge & Cox 9.89% DEF14A
S.S. OR 7.70% 13G
Vanguard Group 6.60% 13F
BlackRock, Inc. 5.01% DEF14A
Dimensional Fund Advisors 2.96% 13F
State Street 1.77% 13F
Citadel Advisors 1.48% 13F

Percentages above are of 375,000,000 shares outstanding, as reported by GAP INC. on its Form 10-Q dated May 4, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from GAP INC.’s 10-Q dated May 4, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At GAP INC.'s shareholder meeting held May 7, 2024, in the 2023-2024 proxy season, 418 asset managers reported how they voted on 14 ballot items in their SEC Form N-PX filings, covering 6,039 separate fund positions. On the most widely held item on that ballot — Approval, on an advisory basis, of the overall compensation of the named executive officers. — GAP INC.'s filing reports the proposal as approved, with 97% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: GAP INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 10, 2024.

GAP INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.