UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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    ¨

Check the appropriate box:

 

	¨			Preliminary Proxy Statement			¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	¨			Definitive Proxy Statement
	x			Definitive Additional Materials
	¨			Soliciting Material Pursuant to § 240.14a-12

THE GAP, INC.

 

(Name of Registrant as Specified in Its Certificate)

 

 

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

Payment of Filing Fee (Check the appropriate box):

 

	x			No Fee Required.
	¨			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
				(1)		Title of each class of securities to which transaction applies:
				(2)		Aggregate number of securities to which transaction applies:
				(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
				(4)		Proposed maximum aggregate value of transaction:
				(5)		Total fee paid:
	¨			Fee paid previously with preliminary materials.
	¨			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
				(1)		Amount Previously Paid:
				(2)		Form, Schedule or Registration Statement No.:
				(3)		Filing Party:
				(4)		Date Filed:

---

		Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945		COMPANY #
				GAP INC.
				ANNUAL MEETING OF SHAREHOLDERS
				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

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:

 

		Internet – Access the Internet and go to				. Follow the instructions to log in, and order copies.

		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.

		Email – Send us an email at				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.