On May 15, 2012, The Gap, Inc. ("the Company") held its annual meeting of shareholders ("Annual Meeting") in San Francisco, California. As of March 19, 2012, the Company's record date for the Annual Meeting, there were a total of 490,175,292 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 452,139,797 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.

2. Ratification of the selection of Deloitte & Touche LLP as the Company's registered public accounting firm for the fiscal year ending February 2, 2013.

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

4. Shareholder proposal regarding ending trade partnerships with Sri Lanka.

Votes regarding the election of the director nominees were as follows:

      Nominee                    For        Against    Abstain   Broker Non-Votes
      Adrian D.P. Bellamy    426,461,909   2,676,447   182,244      22,819,197
      Domenico De Sole       428,811,884    334,075    174,641      22,819,197
      Robert J. Fisher       426,860,399   2,321,851   138,350      22,819,197
      William S. Fisher      426,941,265   2,240,456   138,879      22,819,197
      Isabella D. Goren      428,641,561    496,598    182,441      22,819,197
      Bob L. Martin          428,683,894    462,308    174,398      22,819,197
      Jorge P. Montoya       428,828,377    318,015    174,208      22,819,197
      Glenn K. Murphy        424,735,908   4,427,136   157,556      22,819,197
      Mayo A. Shattuck III   428,083,178   1,063,397   174,025      22,819,197
      Katherine Tsang        428,618,804    520,148    181,648      22,819,197

Based on the votes set forth above, the director nominees were duly elected.

For Against Abstain Broker Non-Votes 448,065,613 3,806,020 268,164 0

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 February 2, 2013 was duly ratified.

The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers received the following votes:

For Against Abstain Broker Non-Votes 421,492,833 6,792,141 1,034,993 22,819,830

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

The shareholder proposal regarding ending trade partnerships with Sri Lanka received the following votes:

For Against Abstain Broker Non-Votes 4,942,089 393,407,885 30,969,993 22,819,830

Based on the votes set forth above, the shareholder proposal regarding ending trade partnerships with Sri Lanka was not approved.