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GPS » Topics » TABLE OF CONTENTS

This excerpt taken from the GPS DEF 14A filed Apr 7, 2009.

TABLE OF CONTENTS


PROXY STATEMENT		1
The Proxy		1
Notice of Internet Availability		1
Shareholders with the Same Last Name and Address		2
Vote Confidentiality		2
Voting Securities and Voting Rights		2
Other Business		3
Proposals of Shareholders		3

PROPOSALS REQUIRING YOUR APPROVAL		5
PROPOSAL NO. 1 — Election of Directors		5
Nominees for Election as Directors		5
Corporate Governance		8
Corporate Governance Guidelines		8
Code of Business Conduct		8
Director Independence		8
Board Meetings		8
Governance, Nominating and Social Responsibility Committee		8
Audit and Finance Committee		10
Compensation and Management Development Committee		10
Attendance of Directors at Annual Meetings of Shareholders		11
Communication with Directors		11
Stock Ownership Guidelines for Directors		11
Additional Corporate Governance Information		12
Compensation of Directors		12
Retainer and Meeting Fees		12
Equity Compensation		13
Expense Reimbursement and Other Benefits		13
Director Compensation Summary		14

PROPOSAL NO. 2 — Selection of Independent Registered Public Accounting Firm		16
Principal Accounting Firm Fees		16
Report of the Audit and Finance Committee		17

BENEFICIAL OWNERSHIP OF SHARES		18
Section 16(a) Beneficial Ownership Reporting Compliance		20



EXECUTIVE COMPENSATION AND RELATED INFORMATION		21
Compensation Discussion and Analysis for Named Executive Officers		21
Compensation Committee Report		35
Summary Compensation Table		36
Grants of Plan-Based Awards		39
Outstanding Equity Awards at Fiscal Year-End		41
Option Exercises and Stock Vested		43
Nonqualified Deferred Compensation		44
Potential Payments Upon Termination		44
Equity Compensation Plan Information		48

OTHER INFORMATION		50
Policies and Procedures with Respect to Related Party Transactions		50
Certain Relationships and Related Transactions		50

This excerpt taken from the GPS 10-K filed Mar 27, 2009.

TABLE OF CONTENTS


		Page
PART I

Item 1.	Business	4

Item 1A.	Risk Factors	7

Item 1B.	Unresolved Staff Comments	12

Item 2.	Properties	12

Item 3.	Legal Proceedings	12

Item 4.	Submission of Matters to a Vote of Security Holders	13

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14

Item 6.	Selected Financial Data	16

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 8.	Financial Statements and Supplementary Data	35

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	67

Item 9A.	Controls and Procedures	67

Item 9B.	Other Information	67

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	68

Item 11.	Executive Compensation	68

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	68

Item 13.	Certain Relationships and Related Transactions, and Director Independence	68

Item 14.	Principal Accountant Fees and Services	68

PART IV

Item 15.	Exhibits, Financial Statement Schedules	69

This excerpt taken from the GPS DEF 14A filed Apr 16, 2008.

TABLE OF CONTENTS


PROXY STATEMENT		1
The Proxy		1
Shareholders with the Same Last Name and Address		2
Vote Confidentiality		2
Voting Securities and Voting Rights		2
Other Business		3
Proposals of Shareholders		3

PROPOSALS REQUIRING YOUR APPROVAL		5

PROPOSAL NO. 1 — Election of Directors		5
Nominees for Election as Directors		5
Corporate Governance		8
Corporate Governance Guidelines		8
Code of Business Conduct		8
Director Independence		8
Board Meetings		8
Governance, Nominating and Social Responsibility Committee		8
Audit and Finance Committee		10
Compensation and Management Development Committee		10
Attendance of Directors at Annual Meetings of Shareholders		11
Communication with Directors		11
Stock Ownership Guidelines for Directors		11
Additional Corporate Governance Information		11
Compensation of Directors		12
Retainer and Meeting Fees		12
Equity Compensation		13
Expense Reimbursement and Other Benefits		13
Charitable Gift Matching		14
Director Compensation Summary		14

PROPOSAL NO. 2 — Selection of Independent Registered Public Accounting Firm		16
Principal Accounting Firm Fees		16
Report of the Audit and Finance Committee		17

PROPOSAL NO. 3 — AMENDMENT TO INCREASE THE NUMBER OF SHARES AVAILABLE UNDER THE EMPLOYEE STOCK PURCHASE PLAN		18
Purpose		18
Eligibility to Participate		18
Administration, Amendment, and Termination		18
Enrollment and Contributions		19
Purchase of Shares		19
Termination of Participation		19
Federal Income Tax Consequences		19
Other Information		20

BENEFICIAL OWNERSHIP OF SHARES		21
Section 16(a) Beneficial Ownership Reporting Compliance		23



EXECUTIVE COMPENSATION AND RELATED INFORMATION		24
Compensation Discussion and Analysis		24
Compensation Committee Report		38
Summary Compensation Table		39
Grants of Plan-Based Awards		42
Outstanding Equity Awards at Fiscal Year-End		44
Option Exercises and Stock Vested		47
Nonqualified Deferred Compensation		48
Potential Payments Upon Termination		48
Equity Compensation Plan Information		52

OTHER INFORMATION		54
Policies and Procedures with Respect to Related Party Transactions		54
Certain Relationships and Related Transactions		54

THE GAP, INC.

TWO FOLSOM STREET

SAN FRANCISCO, CALIFORNIA 94105

This excerpt taken from the GPS 10-K filed Mar 28, 2008.

TABLE OF CONTENTS


		Page
	PART I

Item 1.	Business	4

Item 1A.	Risk Factors	8

Item 1B.	Unresolved Staff Comments	12

Item 2.	Properties	12

Item 3.	Legal Proceedings	12

Item 4.	Submission of Matters to a Vote of Security Holders	12

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13

Item 6.	Selected Financial Data	15

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	33

Item 8.	Financial Statements and Supplementary Data	34

Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	68

Item 9A.	Controls and Procedures	68

Item 9B.	Other Information	69

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	70

Item 11.	Executive Compensation	70

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	70

Item 13.	Certain Relationships and Related Transactions, and Director Independence	70

Item 14.	Principal Accountant Fees and Services	70

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	71

Gap Inc. Form 10-K 3

This excerpt taken from the GPS DEF 14A filed Apr 26, 2007.

TABLE OF CONTENTS


PROXY STATEMENT		1
The Proxy		1
Shareholders with the Same Last Name and Address		2
Vote Confidentiality		2
Voting Securities and Voting Rights		2
Other Business		3
Proposals of Shareholders		3

PROPOSALS REQUIRING YOUR APPROVAL		5

PROPOSAL NO. 1 — Election of Directors		5
Nominees for Election as Directors		5
Corporate Governance		8
Corporate Governance Guidelines		8
Code of Business Conduct		8
Director Independence		8
Board Meetings		8
Governance, Nominating and Social Responsibility Committee		8
Audit and Finance Committee		10
Compensation and Management Development Committee		10
Attendance of Directors at Annual Meetings of Shareholders		11
Communication with Directors		11
Stock Ownership Guidelines for Directors		11
Additional Corporate Governance Information		12
Compensation of Directors		12
Director Compensation Summary		14

PROPOSAL NO. 2 — Selection of Independent Registered Public Accounting Firm		16
Principal Accounting Firm Fees		16
Report of the Audit and Finance Committee		17

BENEFICIAL OWNERSHIP OF SHARES		18
Section 16(a) Beneficial Ownership Reporting Compliance		20

EXECUTIVE COMPENSATION AND RELATED INFORMATION		21
Compensation Discussion and Analysis		21
Compensation Committee Report		33
Summary Compensation Table		34
Grants of Plan-Based Awards		37
Outstanding Equity Awards at Fiscal Year-End		40
Review of Stock Option Grant Practices		43
Option Exercises and Stock Vested		43
Nonqualified Deferred Compensation		44
Potential Payments Upon Termination		44
Equity Plan Compensation Information		47

OTHER INFORMATION		50
Policies and Procedures with Respect to Related Party Transactions		50
Certain Relationships and Related Transactions		50

THE GAP, INC.

TWO FOLSOM STREET

SAN FRANCISCO, CALIFORNIA 94105

This excerpt taken from the GPS 10-K filed Apr 2, 2007.

TABLE OF CONTENTS


		Page
	PART I

Item 1.	Business	4
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	13
Item 4.	Submission of Matters to a Vote of Security Holders	13

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6.	Selected Financial Data	16
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	32
Item 8.	Financial Statements and Supplementary Data	34
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	63
Item 9A.	Controls and Procedures	63
Item 9B.	Other Information	64

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	64
Item 11.	Executive Compensation	64
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	64
Item 13.	Certain Relationships and Related Transactions, and Director Independence	64
Item 14.	Principal Accountant Fees and Services	65

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	65

This excerpt taken from the GPS DEF 14A filed Mar 28, 2006.

TABLE OF CONTENTS


PROXY STATEMENT		1

The Proxy		1
Shareholders with the Same Last Name and Address		2
Vote Confidentiality		2
Voting Securities and Voting Rights		2
Other Business		3
Proposals of Shareholders		3

PROPOSALS REQUIRING YOUR APPROVAL		5

PROPOSAL NO. 1 — Election of Directors		5

Nominees for Election as Directors		5
Director Independence		7
Nomination of Directors		7
Evaluation of Directors		8
Attendance of Directors at Annual Meetings of Shareholders		8
Board Committees		8
Meetings and Meeting Attendance		10
Communication with Directors		10
Compensation of Directors		10
Charitable Gift Matching		13
Corporate Governance		13

PROPOSAL NO. 2 — Selection of Independent Registered Public Accounting Firm		15

Principal Accounting Firm Fees		15
Report of the Audit and Finance Committee		16

PROPOSAL NO. 3 — To approve the amendment and restatement of our 1996 Stock Option and Award Plan, to be known upon approval as the 2006 Long-Term Incentive Plan		17

BENEFICIAL OWNERSHIP OF SHARES		25

Section 16(a) Beneficial Ownership Reporting Compliance		26

EXECUTIVE COMPENSATION		27

Summary of Executive Compensation		27
Summary Compensation Table/Tally Sheet for Chief Executive Officer		29
Charitable Gift Matching		30
Stock Options		30
Employment Contracts, Termination of Employment and Change in Control Arrangements		31
Equity Plan Compensation Information		32
Compensation Committee Interlocks and Insider Participation		34

REPORT OF COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE ON EXECUTIVE COMPENSATION		35

PERFORMANCE GRAPH		42

OTHER REPORTABLE TRANSACTIONS		43

APPENDIX A — Audit and Finance Committee Charter		A1

APPENDIX B — The Gap, Inc. 2006 Long-Term Incentive Plan		B1

THE GAP, INC.

TWO FOLSOM STREET

SAN FRANCISCO, CALIFORNIA 94105

EXCERPTS ON THIS PAGE:

DEF 14A	Apr 7, 2009

10-K	Mar 27, 2009

DEF 14A	Apr 16, 2008

10-K	Mar 28, 2008

DEF 14A	Apr 26, 2007

10-K	Apr 2, 2007

DEF 14A	Mar 28, 2006

Gap (GPS)

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