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

On May 10, 2022, The Gap, Inc. (the "Company") held its annual meeting of shareholders (the "Annual Meeting"). As of March 14, 2022, the record date for the Annual Meeting, there were a total of 369,785,233 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 339,490,794 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 of the Company.



Nominee                         For            Against         Abstain        Broker Non-Votes
Elisabeth B. Donohue        315,919,621       2,435,116        143,932           20,992,125
Robert J. Fisher            284,496,748       33,867,815       134,106           20,992,125
William S. Fisher           314,880,093       3,472,751        145,825           20,992,125
Tracy Gardner               312,013,145       6,251,550        233,974           20,992,125
Kathryn Hall                317,009,193       1,315,124        174,352           20,992,125
Bob L. Martin               314,321,892       3,997,026        179,751           20,992,125
Amy Miles                   316,641,128       1,710,904        146,637           20,992,125
Chris O'Neill               316,633,681       1,630,381        234,607           20,992,125
Mayo A. Shattuck III        309,927,987       8,389,928        180,754           20,992,125
Salaam Coleman Smith        316,006,608       2,342,237        149,824           20,992,125
Sonia Syngal                314,943,354       3,401,097        154,218           20,992,125

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 28, 2023.



     For            Against         Abstain
 323,295,889       16,028,575       166,330

Based on the votes set forth above, the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending January 28, 2023 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
 311,274,041       5,678,440      1,546,188          20,992,125

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

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