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AGM 2018

May 22, 2018

Speaker 1

Ladies and gentlemen, welcome to the Gap Inc. Annual Meeting of Shareholders. Please welcome Bob Fisher, Chairman of the Gap Inc. Board of Directors.

Speaker 2

Good morning and welcome to our Annual Meeting of Shareholders. First, I'm pleased to introduce our Board of Directors. If you could just stand, Bill Fisher, Tracy Gardner, Brian Goldner, Bella Goran, Bob Martin, who's Chair of our Compensation and Management Development Committee, Jorge Montoya, our newest Board member, Chris O'Neill, who had the good sense to not wear a tie this morning. He dressed the way we always dress at the Board meetings, but everybody else looks very nice in their suits and ties. Art Peck, our President and CEO and Mayo Shattuck, who's Chair of the Audit and Finance Committee.

Thank you all very much for serving the gap. Before I hand over to Julie Gruber in RPEK, I'm going to take a few minutes to discuss our focus over this past year and how we're continuing to evolve in the midst of a constantly changing industry. The one thing that has remained clear to us is that the customer must and will always be at the center of everything that we do. Today, that means meeting them where they are, whether it's in the store, on their mobile device, on their home computer or even in the digital and physical worlds simultaneously. Our iconic portfolio of brands allows us to meet our customers' needs at every stage in life.

With democratic price points, styles to accommodate everything from weekend casual to black tie formal and products that fit all body types, there's no apparel retailer who can partner with the customer for life the way we can across Gap Inc. My parents started this company nearly 50 years ago, and we're getting close to our 50th anniversary, I might add, because they saw an unmet need in the market. We continue to look for and meet those needs today. We win when we stay focused on the customer and how to deliver the best possible product and experiences. Last fall, Art and Terry introduced our balanced growth strategy.

This strategy is the engine for growth across our company. Art will go into detail, but at a high level, the balanced growth strategy is about focusing on the areas of the business, both category and channel that deliver solid market share gains, investing in capabilities that drive growth across the enterprise and drive efficiency, speed and productivity at scale. Under Art's leadership, coupled with a strong balance sheet and fiscally responsible approach, we are very pleased with how we ended fiscal year 2017. What the team has accomplished and the innovation and growth they continue to drive across the organization is nothing short of impressive, and it's all been accomplished without losing sight of our core values. Our Board of Directors and Arts Management team continue to prioritize the value on which this company was founded, inclusivity, responsibility and equality.

I'm proud of the work we've done to improve the lives of our employees around the world and to continue to do our part to protect the environment. On behalf of the Board, we remain confident in Art's passion and leadership. We truly believe Art and his team are setting us up for long term sustained growth and will successfully lead us into the next chapter. For Gap Inc, senior management team is building credible teams within each brand and function. We continue to appreciate their relentless focus on bringing in the very best talent from diverse backgrounds with deep expertise and boundless creativity.

I've never been more proud of this company and more confident in our future. Now I'm pleased to turn the formal part of the meeting over to Julie Gruber, Executive Vice President, Global General Counsel, Corporate Secretary and Chief Compliance Officer. Thank you.

Speaker 3

Thank you, Bob, for calling the Annual Meeting of Shareholders of Gap Inc. To order. Good morning, everyone, and welcome. I'd like to ask you all to please turn off your cell phones or other electronic devices at this time. Today's meeting is being webcast, and the webcast will be recorded and available on gapinc.com.

Those participating by webcast will be in listen only mode. Those attending in person can find the rules of this meeting at the bottom of the distributed agenda. We are holding this meeting pursuant to notice mailed to all shareholders of record as of March 26, 2018. As Bob said, after the formal portion of the meeting, we will hear from Art, and then we'll answer questions from our shareholders. Please note there is a 2 minute limit for addressing the meeting, and we ask that you limit yourself to one question.

Adam Scott of Deloitte and Touche, our independent registered public accounting firm, is also available to respond to shareholder questions as appropriate. Please note, only shareholders may ask questions at this meeting. We will now vote on the 3 proposals outlined in the proxy materials. The 3 items on the agenda are: 1, the election as directors of the 10 nominees named in our proxy 2, the ratification of the selection of Deloitte and Touche as our independent registered public accounting firm 3, an advisory vote on the overall compensation of the company's named executive officers. We have received an affidavit of mailing of notice of the annual meeting of shareholders of Gap Inc.

From Broadridge Financial Solutions. This states that notice of the meeting has been mailed as required and outlined in our bylaws. The affidavit will be filed with the minutes of the meeting. Trish Hodson, on behalf of Broadridge Financial Solutions, is here and acting as the Inspector of Elections. Trish tells me that account of the shares represented by proxy shows we have a quorum to conduct business at this meeting.

Before we vote on the 3 proposals, are there any shareholders who would like to vote in person by ballot or who would like to turn in or change their proxy? If so, please raise your hand, and we will assist you. Note, if you already submitted a proxy or voted electronically, you do not need to vote by ballot. I see no hands, and we will now proceed with the 3 items of business before the meeting. The first proposal is the election as Directors of the 10 nominees named in our proxy.

The second proposal is the selection of Deloitte and Touche LLP as our independent registered public accounting firm for the fiscal year ending February 2, 2019. The 3rd proposal is an advisory vote on the overall compensation of the company's named executive officers. The polls for the 3 proposals are now open. Again, if you would like to vote by ballot, please raise your hand, and we will provide you with a ballot. If you have turned in a proxy card or voted electronically, you do not need to vote by ballot unless you wish to change your vote.

The polls for each proposal before the meeting are now closed. Trish, can you give me a preliminary report?

Speaker 2

Thank you.

Speaker 3

The 10 nominees for director listed in the proxy statement have been elected. The selection of Deloitte and Touche as the company's independent registered public accounting firm has been ratified, and the overall compensation of the named executive officers has been approved on an advisory basis. The final report of the Inspector of Elections will be filed with the minutes of this meeting, and the vote results will be filed on a Form 8 ks. This concludes the formal portion of our meeting. The Annual Shareholders' Meeting is now adjourned.

In a few moments, we will hear from Art Peck. Before I hand the meeting over to Art, I want to take this opportunity to address a few administrative matters. The information shared today may contain forward looking statements. There are important factors that could cause our results to differ from these forward looking statements. Information regarding factors that could cause our results to differ can be found in our annual report on Form 10 ks for the fiscal year ending February 3, 2018, which is available on gapinc.com.

As a reminder, for shareholders attending the meeting in person, questions will be answered at the end of Art's presentation. I'd now like to welcome Art Peck, President and CEO of Gap Inc.

Speaker 4

Thank you, Julie. It was exceptionally well done. And Bob, thank you for your kind comments and your support and the support of the Board. So it's my privilege to again stand in front of you this morning. What you should know about me and many of you do is I'm exceedingly impatient.

But I'm going to suspend my impatience for a moment. I'll put it right back on when I'm done. And just acknowledge some of the accomplishments of the company, of the organization and of the broad gapping family around the world during the course of last year. And again, this is against the backdrop of the balanced growth strategy. We gained share as we set out to do in our active and our value space, outgrowing the market, both through real estate as well as top line comp across a number of our businesses a dramatic acceleration of the growth rate of our digital space, which we're continuing to invest in, where we passed through $3,000,000,000 one of the world's largest apparel online businesses during 2017 and grew the business north of 30% in Q4, which is an exceptional rate against any backdrop.

We've continued to manage our real estate exposure in really obsolete real estate where the consumer has moved on. This impacts Gap and somewhat Banana more than the other brands. But we're continuing to do that while at the same time focusing on the stores that we have and again growing our presence in the value space in the online space. Leveraging our platform, it's a big part of the balanced growth strategy. And we're increasingly seeing proof points where that leverage yields advantage in terms of both capability and productivity.

Terry and I have announced and are committed to an aggressive but extraordinarily important productivity goal where we need to continue to not do things that do not show up in front of the customer, eliminate legacy practices in our costs and deploy those assets either to our shareholders or against the things that do matter and will drive the business at the end of the day. And that's not an initiative. It's an imperative, and it will become part of how we operate as a company and is a significant opportunity. And all of those things propelled us to a good 2017, and in 2017, it demonstrated real progress against our commercial objectives and against our customers. At the same time, I want to just acknowledge and celebrate the continued work that we do around how we do business.

We're doing good business but around how we do business. Our PACE program, which impacts the lives of the women largely that work in our factories around the world. The work that we're doing to bring at risk youth into the workforce, many of them into our stores. The work that we've done on sustainability and environment as well making significant progress. And I have to say that in a year that thrust many issues forward that don't typically fall into businesses' lap, One of them obviously that's been very important and is the continuing part of a discourse and dialogue is pay equality.

And I've been to a number of forums with other CEOs, and what I hear is we have a plan. We're assessing how unequal we are. We're looking at closing the gap in 5 years. And I'm really proud to say that we don't have a plan, and we're not assessing because I have the privilege of leading an organization that regardless of who you are, what your gender is, what your race or religion or sexual orientation, you are paid fairly today. And there are very few companies that can say that.

And to me, it's not just important in terms of how it manifests our values, but it is extraordinarily important in powering our business and attracting the best talent, which at the core, along with our brands, are 2 foundational assets. So it's been my privilege as it is every year to stand in front of you and to lead this amazing company. I'm impatient again now. So I put that back on again. I want to move faster.

I want to get more done. I want to continue to pull away from the pack of our competitors at an accelerating rate. But I'm pleased with the work that we did in 2017. So I want to thank the board for your partnership and your support, my team for the work that you do every day and the results that you delivered and most importantly, the 135,000 employees around the world who show up with passion, commitment, talent and capability every day to deliver exceptional experiences to our customers. Thank you.

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