The Gap, Inc. (GAP)
NYSE: GAP · Real-Time Price · USD
24.99
-0.22 (-0.87%)
At close: Apr 24, 2026, 4:00 PM EDT
24.98
-0.01 (-0.04%)
After-hours: Apr 24, 2026, 7:51 PM EDT
← View all transcripts

AGM 2025

May 20, 2025

Operator

Welcome to the Gap Inc. 2025 Annual Meeting of Shareholders. Please welcome Julie Gruber, Chief Legal and Compliance Officer and Corporate Secretary. Ms. Gruber, you may begin.

Julie Gruber
Chief Legal, Compliance Officer, and Corporate Secretary, Gap Inc.

Good afternoon and welcome, everyone. Before we begin, I want to address some administrative matters. The information shared today 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 results to differ can be found in the company's annual report on Form 10-K for the fiscal year ended February 1, 2025, which is available on gapinc.com. I would now like to welcome Mayo Shattuck, Chair of the Board of Gap Inc.

Mayo Shattuck
Chair of the Board, Gap Inc.

Good afternoon, and thank you for joining us for Gap Inc.'s 2025 Annual Meeting of Shareholders. I'm Mayo Shattuck, Chair of the Board of Directors. Before turning the meeting over to Julie Gruber, our Legal Counsel and Compliance Officer and Corporate Secretary, I'd like to take a few moments to reflect on the past year and recognize the individuals who serve alongside me on the board. Since stepping into the role of Chair last May, I've been honored to lead this board through a pivotal phase of the company's transformation. We've worked closely with Richard Dickson and the Gap Inc. Senior Leadership Team to support the execution of Gap's strategy centered on our four strategic pillars: operational and financial rigor, brand reinvigoration, strengthening our platform, and energizing our culture, and framed by our new vision and purpose.

Throughout the year, the board has remained deeply engaged, leveraging our broad range of relevant expertise to provide oversight, guidance, and accountability. We've navigated through dynamic times and have helped steer Gap Inc. into a much stronger company with greater focus, agility, and discipline. While we are encouraged by the early signs of progress, we also recognize that there is more work to be done. We remain committed to working alongside the Gap Inc. Senior Leadership Team to strengthen performance and build long-term shareholder value. Our Director Nominees' expertise is highly aligned with the company's business priorities, bringing decades of experience across retail, finance, technology, marketing, brand building, international business, and more. These are capabilities we continue to strengthen through our thoughtful board refreshment strategy focused on broadening the board's skill set and ensuring its effectiveness.

Since 2021, we have brought on five new directors with distinctive skills and expertise to help ensure the board remains aligned with the evolving needs of the business. This year, we are pleased to nominate a new director, Brady Brewer, CEO of International Operations at Starbucks, for election to the board. Brady brings more than 20 years of global experience across marketing, digital innovation, customer experience, data analytics, and sustainability. We believe that Brady's skills and expertise will be an asset to our board and will be valuable in guiding the company through its transformation as we continue to pursue our strategy, vision, and purpose.

I'd like to recognize and thank my fellow directors for their contributions to this board and the company: Bob Fisher, who serves as Chair of our Governance and Sustainability Committee; Tracy Gardner, who has served as Chair of our Compensation and Management Development Committee and is departing the board today after serving as a director for 10 years; Amy Miles, who serves as Chair of our Audit and Finance Committee; Shalon Coleman Smith; Richard Dickson, our Chief Executive Officer; Lisa Donohue; Bill Fisher; Katie Hall; Chris O'Neill; and Tarek Shokhat. Each of these directors has made significant contributions to Gap's progress this year in helping us establish a stronger foundation to deliver long-term value for our shareholders, and I'm appreciative of their counsel, insight, and commitment. I would like to take a moment to express special thanks to Tracy Gardner.

Tracy is an industry veteran who has brought deep product marketing and operational expertise to our board. We thank Tracy for her decade of service and leadership, particularly in her role as Chair of the Compensation and Management Development Committee for the last five years and for her many contributions to this board and the company. As we look ahead, I want to acknowledge and thank Richard and the entire Gap Senior Leadership Team for their passion and dedication to this storied company. This leadership team is focused on operating with consistency and executing with excellence, grounded in performance and committed to our people. Richard will share more shortly, but after working with him closely this past year, I can confidently say the board supports his vision and leadership of this company as we continue to perform while we transform for the future.

As I close, I'll leave you with this: delivering on the expectations of our shareholders, our employees, our communities, and the millions of customers we are honored to serve remains the highest priority of this board and our senior leadership team. We take that responsibility seriously and are focused on both the work and opportunity ahead. On behalf of the board, thank you to our shareholders for your continued trust and investment in Gap Inc. With that, I officially call the 2025 Annual Meeting of Shareholders of Gap Inc. to order, and I'm pleased to turn it over to Julie.

Julie Gruber
Chief Legal, Compliance Officer, and Corporate Secretary, Gap Inc.

Thank you, Mayo, for calling the Annual Meeting of Shareholders of Gap Inc. to order. Today's meeting will be recorded and available on gapinc.com. The agenda and rules of this meeting can be found on the virtual meeting page. We're holding this meeting pursuant to the notice mailed to all shareholders of record as of March 21, 2025. After the formal portion of the meeting, we will hear from Richard, and then we'll answer questions from our shareholders. Questions may be asked by submitting them in the field provided in the web portal during the annual meeting. Please note that we ask that you limit yourself to one question and that any questions that do not comply with the rules of the meeting will not be addressed. Adam Siegel and Trevor Anderson of Deloitte & Touche, our independent accountant, are also available to respond to shareholder questions as appropriate.

Only shareholders as of the record date may ask questions at this meeting. We've received an affidavit of mailing from Broadridge Financial Solutions establishing that notice of this annual meeting of shareholders of Gap Inc. has been duly given as required and outlined in the company's amended and restated bylaws. The affidavit will be filed with the minutes of this meeting. Trish Hudson, on behalf of Broadridge Financial Solutions, is with us today and acting as our inspector of elections for this meeting. Trish informed me that a count of the shares represented by proxy shows that we have a quorum to conduct business at this meeting. We will now proceed with the three items of business before the meeting. The first proposal is the election as directors of the 11 director nominees named in the proxy statement for this meeting.

The second proposal is the ratification of the selection of Deloitte & Touche as the company's independent accountant for the fiscal year ending January 31, 2026. The third proposal is an advisory vote to approve the overall compensation of the company's named executive officers. That was the final proposal for today's meeting. The polls of the three proposals before the meeting are now open. The polls for the three proposals before the meeting are now closed, and the inspector of elections has recorded the results of the voting. The results are as follows: the 11 nominees for director named in the proxy statement for this meeting have been elected. The selection of Deloitte & Touche as the company's independent accountant for the fiscal year ending January 31, 2026, has been ratified. The overall compensation of the company's 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 the meeting, and the vote results will be filed with the Securities and Exchange Commission on a Form 8-K. This concludes the formal portion of the meeting. The annual shareholders' meeting is now adjourned. In a few moments, we will hear from Richard. As a reminder, questions will be answered at the end of Richard's presentation. I would now like to welcome Richard Dickson, President and CEO of Gap Inc.

Richard Dickson
President and CEO, Gap Inc.

Thank you, Julie, and thank you to our shareholders for joining us today. Fiscal 2024 was a year of meaningful progress for the company, where we continue to perform while we transform and successfully navigate a highly dynamic environment to deliver an exceptional year. As we all know, dynamic continues to be the mode of the moment. Transformation of this scale takes time. In the past year, we have built on strength to achieve metrics that matter as we drive toward becoming a high-performing company that generates sustainable and profitable growth. Quarter after quarter, a disciplined focus on fixing the fundamentals of the business continued to improve our performance against Gap Inc.'s four strategic priorities. Our first priority, maintaining financial and operational rigor, further strengthened our financial footing in fiscal 2024, which marked our second consecutive year and eighth consecutive quarter of market share gains.

Our continued focus on controlling the controllable resulted in a decrease in operating expenses, while financial and operational rigor also delivered our highest diluted earnings per share since 2018. We ended the year with an increase in cash, cash equivalents, and short-term investments from fiscal 2023. Next, reinvigorating our brands is about driving relevance and revenue. We have a powerful portfolio of brands that matter, and in combination with our brand reinvigoration playbook, we are proving that they can matter even more. Old Navy is the largest brand in our portfolio, and in fiscal 2024, the brand continued to reassert itself, delivering a 3% sales comp for the year and one of the highest annual net sales performances in brand history to become the number one specialty apparel brand and retailer in the U.S.

Old Navy's strength in both denim and active showed up in the results, and looking ahead, we see a big opportunity to become the value brand in active for the entire family. Gap is our namesake and second largest brand. Our efforts to reignite Gap in fiscal 2024 delivered impressive market share gains in all four quarters and, importantly, put Gap back in the cultural conversation where it belongs, bridging the generation gap with product, innovation, and brilliant marketing built on big ideas. Banana Republic ended fiscal 2024 with important new traction as we reestablished the brand to thrive in the premium lifestyle space. While it is still early in Banana Republic's reinvigoration, meaningful work to improve fit, quality, and elevate storytelling is working to restore consumer trust, build brand equity, and spark buzz.

Athleta stabilized revenue in fiscal 2024 and maintained its number three position in women's active as we continue to focus on resetting the brand and reengaging Athleta in the cultural wellness conversation. We have more work to do to realize the brand's full potential; however, our ambitions for Athleta remain high. Our third strategic priority, strengthening our platform, is about improving this effectiveness and efficiency to create a competitive advantage. In fiscal 2024, we continue to both improve our existing capabilities and develop new ones. Gap Inc.'s global supply chain remained a source of strength and resilience from sourcing to customer fulfillment. We created a marketing shared services function to generate a greater return on advertising spend, drive brand relevance, and upgrade Gap Inc.'s expertise in consumer engagement.

We hired a transformative Chief Technology Officer, Sven Gurgetz, whose leadership is optimizing results and growing our capabilities in e-commerce, data, and AI. By integrating AI-driven analytics into inventory management, customer insights, and product design, we've already enhanced efficiency and personalization with much to build on in the year ahead. Our fourth priority, energizing our culture, is centered around becoming a high-performing company supported by a high-performing culture. In fiscal 2024, we rooted Gap Inc. with a vision, purpose, mission, and values to unite us as one team and one company. Survey results on key measures, including engagement, belief in our vision, and belonging, are all moving in the right direction.

This year proved our potential to lead a defining new chapter for our company, inspired by our purpose, bridging gaps to create a better world, and motivated by our vision to become a high-performing house of iconic American brands that shape culture. Still, as far as we've come, we have more work to do. In fiscal 2025, we'll continue to navigate these uncertain and dynamic times to build on strength and do what we say we're going to do: living our values, staying focused on controlling the controllables, executing with excellence, and, importantly, achieving our strategic priorities so we can continue to perform while we transform to create value for our shareholders. I want to thank you, our board of directors, and all of our employees around the world for your continued support and belief in Gap Inc.

With that, I'd like to hand it back to Julie for Q&A.

Julie Gruber
Chief Legal, Compliance Officer, and Corporate Secretary, Gap Inc.

Thank you, Richard. Now we will open the meeting up for questions. Are there any questions? Please note that we ask that you limit yourself to one question. There are no questions. On behalf of management and the board of directors, thank you for coming today. The meeting is now concluded.

Operator

Thank you for joining us. This meeting is now concluded.

The host has ended this.

Powered by