Welcome to the Gap Inc 2026 annual meeting of shareholders. Please welcome Julie Gruber, Chief Legal and Compliance Officer and Corporate Secretary. Ms. Gruber, you may begin.
Good morning, 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 January 31st, 2026, which is available on gapinc.com. I would now like to welcome Mayo Shattuck, Chair of the Board of Gap Inc.
Good morning, and thank you for joining us for Gap Inc's 2026 annual meeting of shareholders. I'm Mayo Shattuck, Chair of the Board. It's great to be with you today. Before we get into the formal business of the meeting, I'd like to take a moment to honor the legacy of Gap's co-founder, Doris Fisher, who passed away surrounded by her family at the age of 94. In 1969, Doris and her husband Don opened a single store in San Francisco with a simple but powerful idea: to create a better shopping experience rooted in clarity, purpose, and a deep understanding of the customer. That idea became Gap Inc., and it went on to shape not only iconic American brands, but modern retail itself.
Doris led with quiet confidence, unwavering values, and a belief in saying what you mean and doing what you say, always with kindness, candor, and respect. Her influence is deeply woven into our culture and our purpose today: to bridge gaps and create a better world. Doris's legacy lives on in the company she helped build, the communities she touched, and the future we continue to shape together. With that, I want to take a few minutes to share how the board is thinking about the company and the progress we're seeing. Over the past year, we've seen meaningful advancement across Gap Inc., reflected clearly in our performance and in how the company operates every day. From the board's perspective, that progress comes down to a few things: a clear strategy, a team that's focused and aligned, and a strong commitment to disciplined execution.
It's what allows a company to move from fixing the fundamentals to building something stronger and more durable, and that's exactly where Gap Inc is today. As Richard will outline, the company is now stepping into its next phase, building momentum. We see this as an important inflection point. The foundation has been strengthened, and now the focus is on carrying that forward with consistency and confidence. What stands out most is how the business is operating. Priorities are clearer, decisions are more disciplined, and there is a stronger sense of direction across the organization. As a board, we remain closely engaged with the management team, providing challenge and support as the company continues to move forward. We are confident in the path ahead and in the opportunities to further strengthen our brands and continue evolving our platforms.
We know a strong and effective board is essential to this next phase. Our director nominees bring experience aligned to Gap Inc's priorities today, including brand building, a retail and consumer expertise, finance, technology, marketing, and media and entertainment. As the company evolves, we are equally focused on ensuring the board evolves with it. In that spirit, I'm pleased to recognize Jody Gerson, who joined our board last September. Jody brings deep expertise at the intersection of culture, entertainment, and creative industries, experience that is highly relevant to where Gap Inc is headed. Throughout her career, Jody has worked with some of the most influential artists and creators, shaping culture in ways that resonate broadly. Her perspective is particularly valuable as we continue to build cultural relevance across our brands and advance our Fashiontainment platform, bringing fashion, music, and entertainment together to connect with customers in new and differentiated ways.
I also want to recognize my fellow directors for their continued commitment and counsel. Bob Fisher, who serves as Chair of our Governance and Sustainability Committee. Lisa Donohue, who serves as Chair of our Compensation and Management Development Committee. Amy Miles, who serves as Chair of our Audit and Finance Committee. Richard Dickson, our Chief Executive Officer. Brady Brewer, Bill Fisher, Jody Gerson, Kathryn Hall, Chris O'Neill, and Tariq Shaukat. This is a highly engaged board that plays an active role in shaping decisions and guiding the company through the next phase, and I'm grateful for your partnership. Today's meeting also marks the conclusion of Salaam Coleman's service on our board. After five years as a director and a member of our Compensation and Management Development Committee, Salaam will be stepping down following today's meeting.
She has been a thoughtful contributor, bringing valuable expertise, particularly across media and entertainment, during a period of significant change for the company. We thank Salaam for her service and wish her all the best. As we look ahead, I want to acknowledge Richard and the entire Gap Inc senior leadership team. This is a team operating with greater focus and clarity, with a strong commitment to execution and the opportunity ahead. The board has confidence in Richard's leadership and supports the direction of the company as we continue to build momentum and position Gap Inc for long-term success. In closing, delivering on the expectations of our shareholders, our employees, our communities, and the millions of customers we serve remains the board's highest priority. We take that responsibility seriously, we are focused on both the work underway and the 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 2026 annual meeting of shareholders to order. I'm pleased to turn it over to Julie.
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 are holding this meeting pursuant to notice mailed to all shareholders of record as of March 13, 2026. As Mayo mentioned, after the formal portion of the meeting, we'll 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 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 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 the meeting. Trish Hudson, on behalf of Broadridge Financial Solutions, is with us today and acting as the Inspector of Elections for this meeting. Trish informs 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 30, 2027. 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 for 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 30, 2027 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 our 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 Chief Executive Officer of Gap Inc.
Thank you, Julie, and thank you to our shareholders for joining us today. FY 2025 was another year where Gap Inc did what we said we were going to do, performing while we transformed. Despite dynamic global marketplace, we met expectations as one team and one company, comping the comp for the second year in a row. Q4 of FY 2025 marked Gap Inc's eighth consecutive quarter of positive sales comps and second year of top-line growth. We also achieved one of our highest gross margins in the past 25 years, ending the year with our strongest balance sheet in nearly two decades. We're incredibly proud of our performance, which reflects the financial and operational rigor deeply rooted across the company, a stronger core apparel business, more powerful platform, and an energized culture. Across the portfolio, our playbook continues to create relevance that drives revenue.
In fiscal 2025, Old Navy delivered its second consecutive year of positive comparable sales with a 3% comp, reasserting itself as the number one specialty apparel brand in the U.S. Focused leadership in active, denim, and kids and baby, combined with sharper storytelling and a more effective media mix are working. Old Navy continues to win at the intersection of great product and quality, reinforcing our confidence in the brand's ability to deliver consistently, in line with its performance over the past two years. Gap delivered its third consecutive year of positive sales comps, up 6%. The brand is reignited, bridging the generation gap and successfully connecting with culture through product newness, music-driven storytelling, and collaborations that resonate. From red carpet moments to exciting partnerships, Gap is firmly back in growth mode and the cultural conversation as a true pop culture brand.
At Banana Republic, the brand delivered a 3% sales comp, marking its second consecutive year of positive growth. Returning to its roots as a storytelling brand for the modern explorer. Banana Republic has effectively reestablished itself as a premium lifestyle player with disciplined design language and narrative-led merchandising. Today, that story is coming to life more cohesively and comprehensively through assortments, merchandising, and how the brand shows up in culture, and consumers like what they see. Turning to Athleta. We remain committed to the brand's reinvigoration and confidence in its long-term opportunity. In the second half of fiscal 2025, we took decisive action appointing Maggie Gauger to lead Athleta. While the reset will take time, we're pleased to see her leadership already making a positive impact on the business. Gap Inc's transformation roadmap is planned in three phases. Phase one, fix the fundamentals. Phase two, build momentum.
Phase three, accelerate growth. Over the past two years, we've been fixing the fundamentals with a focus on our four strategic priorities. One, maintaining financial and operational rigor, reinvigorating our brands, strengthening our platform, and finally, energizing our culture. In fiscal year 2026, we're progressing from phase one, fix the fundamentals, to phase two, build momentum. In phase two, our primary area of focus is growing our core apparel business with an emphasis on continuous improvement, executing better product, marketing, and storytelling. In parallel, we will continue to seed future growth accelerators like beauty and accessories, where our brands are currently underdeveloped. We'll also continue to develop new capabilities. In Fashiontainment, under the leadership of Chief Entertainment Officer Pam Kaufman, we plan to expand licensing, strengthen our partnerships, and align our assortments more intentionally with the entertainment calendar.
In loyalty, we recently launched Encore, a reimagining of loyalty that's ramping up now, deepening relationships across the portfolio and connecting Gap Inc's 40 million members to exclusive fashion, entertainment and culture opportunities. In technology, we remain focused on optimization to ensure technology remains human-centered and an important enabler of our people. Specifically, Gap Inc's AI strategy is focused on improving predictability, reducing friction, and unlocking greater productivity across the enterprise.
Today, as we continue to progress Gap Inc's transformation forward, we're even more energized to achieve sustainable, profitable growth, returning value to our shareholders. Guided by our purpose, bridging gaps to create a better world, we're proving that when purpose and profit align, we can create real impact at scale, and that's good for employees, customers, and investors alike. We're ready and excited to lead Gap Inc into its next defining chapter. I wanna thank all of you, our shareholders, Board of Directors, and team of nearly 80,000 employees around the world for your continued commitment to and belief in Gap Inc. With that, I'll hand it back to Julie for questions and answers.
Thank you, Richard. Now we will open the meeting up to questions. Are there any questions? Please note we ask 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.
Thank you for joining us. This meeting has concluded.