The Gap, Inc. (GAP)
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AGM 2015

May 19, 2015

Bob Fisher
Chairman of the Board, Gap Inc.

Thank you, welcome to our 38th Annual Meeting of Shareholders. I can't tell you how proud I am to be up here and to be sharing the moment with the rest of our board of directors. I'd like to introduce them. If you'd please stand when I mention your name. Domenico De Sole. Bill Fisher. Bella Goren. Bob Martin, who heads our Compensation and Management Development Committee. Jorge Montoya. Art Peck, our CEO. Mayo Shattuck , the Chair of our Audit and Finance Committee. Katherine Tsang. I also want to acknowledge that Padmasree Warrior will attend the meeting later today, the board meeting that we have later today. Also in our audience is Doris Fisher. If you could stand. We're so pleased that you're here and doing well. I'd like to now introduce Michelle Banks, General Counsel, Corporate Secretary, and Chief Compliance Officer.

Michelle Banks
General Counsel, Corporate Secretary, and Chief Compliance Officer, Gap Inc.

Thank you, Bob, for calling the Annual Meeting of Shareholders of Gap Inc. to order. Good morning, everyone. I'd like to ask all of you to please turn off your cell phones or any other electronic devices you might have with you today. 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 the meeting at the bottom of the distributed agenda. We're holding this meeting this morning pursuant to notice mailed to all shareholders of record as of March 23rd, 2015. As Bob said, after the formal portion of the meeting, we will hear again from Bob, and we will also hear from our CEO, Art Peck. We will answer questions from our shareholders.

Please note that only shareholders may ask questions at this meeting and that there is a two-minute time limit for anyone addressing the meeting. I'd like to let you know that John Scheffler of Deloitte & Touche, our independent public accounting firm, is also available to respond to any shareholder questions as appropriate this morning. We will now vote on the four proposals outlined in our proxy materials. The four items on the agenda for this meeting are the election as directors of the 10 nominees named in our proxy statement, the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm, approval of the amendment and restatement of the company's executive management incentive compensation award plan, and 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 as outlined in our bylaws. The affidavit will be filed with the minutes of this meeting. Andrew Wilcox, on behalf of Broadridge, is here today and acting as our Inspector of Elections for this meeting. Andrew tells me that a count of the shares represented by proxy shows that we have a quorum to conduct business at the meeting. Before we vote on the four proposals, are there any shareholders in the audience who would like to vote in person by ballot or would like to turn in or change your proxy? If so, please raise your hand and we'll assist you.

There's no need to take a proxy now if you've already voted electronically or by ballot. Okay. We see no hands, we will proceed with the four items of business before the meeting. The first proposal is the election as directors of the 10 nominees named in the company's proxy statement. The second proposal is the selection of Deloitte & Touche as our independent registered public accounting firm for the fiscal year ending January 30th, 2016. The third proposal is the approval of the amendment and restatement of our executive management incentive compensation award plan. The fourth proposal is the advisory vote on the overall compensation of the company's named executive officers. The polls for the four proposals before the meeting are now open. Again, if you would like to vote by ballot, please raise your hand and we will provide you one at this time.

If you have already voted, there is no need to vote by ballot unless you would like to change your vote. Seeing no hands, the polls for each proposal before the meeting are now closed. Andrew, could you give me a preliminary report? The 10 nominees for director listed in the proxy statement have been elected. The selection of Deloitte & Touche of the company's independent public accounting firm has been ratified, and the amendment of our executive management incentive compensation award plan has been approved. The advisory vote on the compensation of the company's executive officers has been approved. The final report of the Inspector of Elections will be filed with the minutes of this meeting, and the vote will be disclosed on our Form 8-K. This concludes the formal portion of the meeting. The annual shareholders meeting is now adjourned.

In a few minutes, we will hear from Bob and then Art. Before I hand the meeting over to Bob again to say a few words, I would like to take this opportunity to address some administrative matters. The information in the remaining portion of today's meeting may contain forward-looking statements. There are important factors that could cause our actual 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-K for the fiscal year ended January 31st, 2015, 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 would now like to welcome our Chairman, Bob Fisher, back to the podium. Thank you.

Bob Fisher
Chairman of the Board, Gap Inc.

Thanks, Michelle. I'd like to take a few minutes and talk about where we've been and where we're going. First, I'd like to say we have built a healthy foundation in this company. For the first time in over 20 years, we've had an orderly and seamless transition between CEOs, and to be able to promote somebody from within is something that I know the board of directors are very proud of and really should foretell the way that this company wants to operate well on into the future. We've got to continue to develop talent within, because the talent is just not adequate out there in the retail environment. Under Glenn Murphy's leadership, the company established a very healthy foundation, setting up for future success. We delivered shareholder returns of over 190%, and since 2011, increased top-line revenue by about $2 billion.

We also expanded the company through strategic acquisitions like Athleta and Intermix, continued innovation of our digital experience, and growth in key markets, China, Old Navy outside of North America, and our franchise businesses throughout the world. Now we're focused on the next era of retail under Art's leadership. The marketplace is changing rapidly with disruptive technology and is changing how customers shop. As Don Fisher said, "Change or fail," and we've got to take that mantra and really live it. The board was determined that our next CEO would have a deep understanding of how customers are evolving. Art's record of success over the past 10 years at the company are unparalleled. He crafted Gap's global blueprint that continues to guide the company today and established our franchise business. He led our outlet division, driving positive results for Gap and Banana Republic.

As president of North America for two years, he oversaw Gap's product-focused business resurgence, which resulted in six consecutive quarters of positive comps. On the digital innovation side, he guided the team that delivered an industry-leading omni-channel platform for consumers to help us bridge the physical with the digital shopping experience. The board is very confident in Art's leadership and aligned with his priorities. He's quickly brought together a strong leadership team, and I'm so happy to see so many of you here today. It comprises top talent in the business, and together they're focused on establishing the business to deliver future success. I'm also incredibly proud that that team was almost completely brought from leaders and managers within the company, and we didn't have to go outside as we so often have had to do. I want to end, however, by reinforcing something.

That how we operate with ethics, integrity at our core is as important as what we deliver. We remain deeply committed to corporate social responsibility and there's a real sense of pride among our employees. Last year alone, our employees volunteered in their communities for more than 600,000 hours. 500,000 hours, excuse me. The power of our people, many of you here today, our commitment to how we do business, and our strong foundation position us very well into the future. I'm confident in Art and his ability to considerably deliver progress, the type of progress that we've made to become the number one fashion retailer in the world. With that, I'm pleased to welcome to our stage Chief Executive Officer, Art Peck.

Art Peck
CEO, Gap Inc.

Loretta. I'm going to join you over here, if I may. I'm going to be very brief. Appreciate all of you coming and all of you who are listening as well. I want to start by saying it's an incredible honor to be sitting in this seat. Just super excited about it, excited about the team, about the company, and about the opportunity that's in front of us. I do want to thank somebody who is not here, who if he's not listening, he will definitely follow up, and that's Glenn. Glenn left a tremendous footprint, a tremendous impact, a tremendous legacy in this company, and it is a better place today, better positioned than it was when he got here. He's left that foundation for us, for me as a leader, and for us as a management team to build upon.

We owe him a lot. We will continue to seek his guidance. I know he is watching. I just want to express my thanks to him individually also for the work that he did in effecting an orderly transition. I couldn't have asked for better partnership in making that happen. Part of my journey in getting here and my dialogue with the board, my dialogue with Bob and leaders in the company, was reflecting on the opportunity in front of us. I will use the words that I see the best days of this company in front of us, and I really believe that. To me, it's opportunity out in front, and it's really opportunity that, in my mind, is in three areas. Let me just spend a moment on each. The first is around product.

We're in a business where we win or lose every day by a pair of jeans and a T-shirt, a woven shirt, whatever it is that we sell at the end of the day. We have had moments of brilliant inspiration as a company, but our Achilles' heel has been inconsistency in carrying product strength season after season across all of our brands. Right now, we are really benefiting from the wind in Old Navy sales and the consistency that they have had now for many quarters running in delivering sales growth and gaining market share, and quite honestly, in doing it in a very attractive and profitable way. They've done that because they fundamentally focused on product and reinvented some of the product processes as to how they bring product to market. The consistency that they have delivered is a thing of beauty.

It's what we need everywhere in our business, and it's what I and my team are focused on is product consistency, on trend, on brand, great value proposition for our customers across all of our businesses. We're working today with Old Navy at the front pulling and the other brands learning from where Old Navy has built processes that are successful. To me, it's the combination of great team and great process that yields great, consistent results. I see that as a big opportunity for us going forward. We need to be product-obsessed. It's what our customers come to us for. We need to have great experiences in our store, and we need to deliver those consistently every day. The second thing that I see in front of us is opportunity.

We're in an environment today of change in retail that's probably unprecedented in the history of organized retail. The collision of digital and physical coming together, the creation of new customer behaviors as they bring their smartphones into our stores, they shop online before they go into our stores, as they have seamless, efficient information that's infinitely available to them. What that enables in terms of new experiences, new opportunities for us, ways of presenting our brand, is unprecedented. I always view change and disruption as an opportunity for companies who are nimble and aggressive and focused on making things happen. That's an environment today that we're in. I think the store of the future is going to be something that we never would have predicted, the customer experience of the future.

I'm quite confident, having spent the last couple of years inside of the space with our technology teams, with our digital teams, that we have built world-class capabilities that can power world-class experiences going forward. The last place I would go to in terms of opportunity, and probably the place to start at the end of the day, is people. I couldn't be more proud, number one, of the team gathered around me and their commitment to delivering what Glenn delivered every day, which is results. Also their commitment to reinventing the future of this company in a way where we will not just survive, but thrive and drive change in this industry. I have an amazing team. I'm incredibly proud of them.

As a sidebar, of my 11 direct reports, 8 are women, and I'm not sure there's a company anywhere of our size on the planet that can claim that. The most important thing about that is not that they're women. It's that this company has a culture that allows the best of the best to rise to the top regardless. I'm really proud of my team, pleased with my team, and impressed every day by their capacity for work and their dedication to delivering results. As a sidebar around talent, if you just think about what we've done as a company over our time and just in the last couple of years, the frankly unheralded, quiet assertion that for us, pay equality is not an issue. It's just who we are.

The minimum wage initiative that we took, which I have to say, has probably crafted and driven change elsewhere in the retail industry across this company. The PACE program that we have for the workers that work in our vendors' factories, the list could go on and on. Bob referenced the values of the company as well. If I put together great product, great experience, and everything that we have done on talent to attract, retain, and inspire talent, I truly do believe that the best days of this company are in front of us. Let me end where I started by giving thanks. First of all, thanks to the board for their confidence and support in me. Thanks to my team for their leadership, their dedication, and their commitment to delivering results and driving great business.

Thanks to our shareholders, thanks to the 141,000 employees distributed around the world in this amazing company. Bob, to your partnership, thank you. Michelle, let me turn it back over to you.

Michelle Banks
General Counsel, Corporate Secretary, and Chief Compliance Officer, Gap Inc.

Thanks, Art. We will open the meeting up to questions. Let me remind you that only shareholders may ask questions at this meeting, and there is a two-minute time limit for addressing the meeting. If you have any questions, please raise your hand at this time and we will bring you a microphone.

Sue Annemeyer
Shareholder, PETA

Hello. My name is Sue Annemeyer, and I'm with PETA, People for the Ethical Treatment of Animals. I have a question about Gap Inc.'s stance on sourcing real animal fur. For several years, Gap Inc. was committed to not selling fur, which comes from animals who suffer horrifically cruel lives and gruesome deaths. Despite Gap's commitment, its subsidiary, Intermix, has in fact been selling the fur of coyotes, foxes, mink, rabbits, and raccoons. Gap and Intermix now lag behind hundreds of responsible designers and retailers, including competitors, who refuse to sell fur, such as Stella McCartney, Nordstrom's private label, J.Crew, Calvin Klein, Ralph Lauren, H&M, Juicy Couture, and many more. Animals on fur farms spend their entire lives confined to cramped, filthy wire cages, deprived of everything that is natural and important to them.

Fur farmers use the cheapest, cruelest killing methods available, including neck breaking, drowning, gassing, suffocation, strangulation, poisoning, and genital or anal electrocution. On many fur farms, animals are still alive and struggling as they're hung upside down by their legs or tails and their fur is peeled over their heads, all while still conscious. Some animals pant and ragged gasp for as long as 10 minutes after they've been skinned alive. As you likely know, there are many highly fashionable synthetic and natural fibers that look and feel just like real animal fur. Intermix can be at once compassionate and luxurious. Intermix can enhance its on-trend image and focus on the most exciting fashion trends without condoning extreme cruelty. Selling fur is an endorsement of horrific cruelty. My question is this: when will Intermix stop selling fur?

Michelle Banks
General Counsel, Corporate Secretary, and Chief Compliance Officer, Gap Inc.

Thank you for your question. I'd like to invite Bobbi Silten, our Executive Vice President of talent and sustainability, to answer your question.

Bobbi Silten
EVP of Global Talent and Sustainability, Gap Inc.

Thank you. Good morning, everyone. As Michelle mentioned, I'm Bobbi Silten. I've been with the company for 10 years and have had the privilege of working in our social, environmental, and sustainability areas. I want to say thank you for your question. We appreciate your point of view. Let me just share with you the approach our company is taking on this matter and also our policy. At Gap Inc., we take the ethical sourcing of our product very seriously, and that includes the treatment of animals and the humane treatment of animals. We take the matter of animal welfare really seriously, and for years, we've worked closely with stakeholders to take positive and proactive steps to address these important issues.

This is why, as a company, we do have an animal welfare policy that prohibits the use of fur for all of our product that we produce for our brands. We also expect all of our suppliers to make our branded and private label products in an ethical and responsible way. Intermix offers its loyal customers products from over 200 brands. The product made under the private label abides by our no fur policy. We've had a long history of engagement with partners and stakeholders. We'd be happy to sit down with you after this meeting to continue that dialogue. Thank you.

Michelle Banks
General Counsel, Corporate Secretary, and Chief Compliance Officer, Gap Inc.

Are there any other questions at this time? Seeing no further questions, we will consider the meeting closed. Thank you all for being here with us today.