Definitive Additional Materials



Washington, D.C. 20549


(Rule 14a-101)



Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨

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Preliminary Proxy Statement

     ¨       Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement


Definitive Additional Materials


Soliciting Material Pursuant to § 240.14a-12




(Name of Registrant as Specified in Its Certificate)



(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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  x       No Fee Required.
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Shareowner Services

P.O. Box 64945

St. Paul, MN 55164-0945










        Tuesday, May 15, 2012  
        10:00 a.m. Local Time  


Gap Inc. Headquarters

        Two Folsom Street  
        San Francisco, California 94105  

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on May 15, 2012.

Notice is hereby given that the Annual Meeting of Shareholders of The Gap, Inc. will be held at Gap Inc. Headquarters, Two Folsom Street, San Francisco, California 94105 on May 15, 2012 at 10:00 a.m. Local Time.

This communication is not a form for voting. It presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.


The Gap, Inc. Notice of Annual Meeting, Proxy Statement and 2011 Annual Report are available at   LOGO  

If you want to receive a paper copy or an e-mail with links to the electronic materials, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side of this notice on or before May 3, 2012 to facilitate timely delivery.



Matters intended to be acted upon at the meeting are listed below.

The Board of Directors Recommends a Vote FOR Items 1, 2 and 3. The Board of Directors Recommends a Vote AGAINST Item 4:


  1. Election of the Directors nominated by the Board of Directors.
  2. Ratification of the selection of Deloitte & Touche LLP as the registered public accounting firm for the fiscal year ending February 2, 2013.
  3. Advisory vote to approve the overall compensation of the Company’s named executive officers.
  4. Shareholder proposal regarding ending trade partnerships with Sri Lanka.
  5. Such other business as may properly come before the meeting or any adjournment thereof.



You may immediately vote your proxy on the Internet at:




•    Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on May 14, 2012.


•    Please have this Notice and the last four digits of your Social Security Number or Tax Identification Number available. Follow the instructions to vote your proxy.


Your Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

To request paper copies of the proxy materials, which include the proxy card,

proxy statement and annual report, please contact us via:


LOGO        Internet – Access the Internet and go to   LOGO   . Follow the instructions to log in, and order copies.
LOGO    Telephone – Call us free of charge at 866-697-9377 in the U.S. or Canada, using a touch-tone phone, and follow the instructions to log in and order copies.
LOGO         Email – Send us an email at   LOGO    with “gps Materials Request” in the subject line. The email must include:

•    The 3-digit company # and the 11-digit control # located in the box in the upper right hand corner on the front of this notice.


•    Your preference to receive printed materials via mail -or- to receive an email with links to the electronic materials.


•    If you choose email delivery you must include the email address.


•    If you would like this election to apply to delivery of material for all future meetings, write the word “Permanent” and include the last 4 digits of your Tax ID number in the email.