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

On May 19, 2020, The Gap, Inc. (the "Company") held its annual meeting of shareholders (the "Annual Meeting"). As of March 23, 2020, the Company's record date for the Annual Meeting, there were a total of 372,639,457 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 346,354,687 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.




Nominee                  For      Against   Abstain Broker Non-Votes

Amy Bohutinsky 326,000,192 1,233,834 142,601 18,978,060 John J. Fisher 321,251,085 6,015,367 110,175 18,978,060 Robert J. Fisher 316,487,476 10,778,266 110,885 18,978,060 William S. Fisher 321,279,626 5,974,507 122,494 18,978,060 Tracy Gardner 322,192,644 5,046,610 137,373 18,978,060 Isabella D. Goren 325,901,912 1,331,271 143,444 18,978,060 Bob L. Martin 320,818,131 6,352,713 205,783 18,978,060 Amy Miles

            326,861,611  370,933   144,083    18,978,060

Jorge P. Montoya 321,175,827 6,054,307 146,493 18,978,060 Chris O'Neill 325,375,027 1,854,085 147,515 18,978,060 Mayo A. Shattuck III 313,869,391 13,357,472 149,764 18,978,060 Elizabeth A. Smith 326,849,358 379,971 147,298 18,978,060 Sonia Syngal 323,350,480 3,889,197 136,950 18,978,060

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 registered public accounting firm for the fiscal year ending
       January 30, 2021.


    For      Against   Abstain
333,872,033 12,381,462 101,192

Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending January 30, 2021 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
317,222,519 9,922,108 232,000    18,978,060

Based on the votes set forth above, the overall compensation of the Company's named executive officers was approved.

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