Current Report Filing (8-k)
May 12 2017 - 4:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
The Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 10, 2017
GILEAD SCIENCES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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0-19731
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94-3047598
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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333 LAKESIDE DRIVE, FOSTER CITY, CALIFORNIA
(Address of principal executive offices)
94404
(Zip Code)
(650) 574-3000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFD 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
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SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Approval of a Restatement of the Gilead Sciences, Inc. 2004 Equity Incentive Plan
On February 2, 2017 the Board of Directors (the Board) of Gilead Sciences, Inc. (Gilead) approved an amendment and restatement of the
Gilead Sciences, Inc. 2004 Equity Incentive Plan (the 2017 Restatement), subject to stockholder approval. A summary of the principal features of the 2017 Restatement is set forth under Proposal 3 of Gileads definitive proxy statement filed
with the Securities and Exchange Commission on March 27, 2017 (the 2017 Proxy Statement), which description is incorporated herein by reference.
The 2017 Restatement was approved by Gileads stockholders at the 2017 Annual Meeting of Stockholders on May 10, 2017 (the Annual
Meeting). The foregoing summary of the 2017 Restatement does not purport to be complete and is qualified in its entirety by reference to the provisions of the 2017 Restatement itself, which is attached to this Current Report on Form 8-K as Exhibit
10.1 and is incorporated by reference herein.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting was held on
May 10, 2017 in Millbrae, California. Of the 1,307,236,587 shares of Gileads common stock entitled to vote at the meeting, 1,085,233,244 shares were represented at the meeting in person or by proxy, constituting a quorum. The voting
results are presented below.
Gileads stockholders elected nine directors to serve for the ensuing year and until their successors
are elected and qualified, or until their earlier death, resignation or removal. The votes regarding the election of directors were as follows:
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Name
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Votes For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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John F. Cogan, Ph.D.
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868,477,031
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14,232,583
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1,408,371
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201,115,259
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Kelly A. Kramer
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875,603,893
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7,440,873
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1,073,219
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201,115,259
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Kevin E. Lofton
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866,091,155
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16,668,449
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1,358,381
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201,115,259
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John C. Martin, Ph.D.
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868,733,909
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14,199,736
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1,184,340
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201,115,259
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John F. Milligan, Ph.D.
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874,995,625
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7,932,095
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1,190,265
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201,115,259
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Nicholas G. Moore
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854,869,258
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27,874,699
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1,374,028
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201,115,259
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Richard J. Whitley, M.D.
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870,994,332
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10,062,386
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3,061,267
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201,115,259
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Gayle E. Wilson
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857,686,621
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25,363,020
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1,068,344
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201,115,259
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Per Wold-Olsen
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863,519,262
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19,180,773
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1,417,950
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201,115,259
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Gileads stockholders ratified the selection of Ernst & Young LLP by the Audit Committee of the
Board as its independent registered public accounting firm of Gilead for the fiscal year ending December 31, 2017. The proposal received the following votes:
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Votes For
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1,059,492,918
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Votes Against
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23,285,166
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Abstentions
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2,455,160
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Gileads stockholders approved a restatement of the Gilead Sciences, Inc. 2004 Equity Incentive Plan. The
proposal received the following votes:
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Votes For
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794,259,552
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Votes Against
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87,821,819
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Abstentions
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2,036,614
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Broker Non-Votes
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201,115,259
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Gileads stockholders approved, on an advisory basis, the compensation of Gileads
named executive officers as presented in the 2017 Proxy Statement. The proposal received the following votes:
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Votes For
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823,196,853
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Votes Against
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57,074,924
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Abstentions
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3,846,208
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Broker Non-Votes
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201,115,259
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Gileads stockholders voted, on an advisory basis, as to the frequency with which executive compensation
will be subject to future advisory stockholder votes, for one year. The proposal received the following votes:
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Votes For 1 Year
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768,463,295
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Votes For 2 Years
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1,764,886
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Votes For 3 Years
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112,349,278
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Abstentions
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1,540,526
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Broker Non-Votes
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201,115,259
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Gileads stockholders did not approve a stockholder proposal requesting that the Board take steps to
permit stockholder action by written consent. The proposal received the following votes:
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Votes For
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427,578,402
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Votes Against
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453,540,611
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Abstentions
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2,998,972
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Broker Non-Votes
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201,115,259
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Gileads stockholders did not approve a stockholder proposal requesting that the Board take steps to
adopt a policy that the Chairman of the Board be an independent director. The proposal received the following votes:
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Votes For
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390,628,850
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Votes Against
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491,331,404
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Abstentions
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2,157,731
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Broker Non-Votes
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201,115,259
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SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01
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Financial Statements and Exhibits
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Exhibit
Number
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Description
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10.1
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Gilead Sciences, Inc. 2004 Equity Incentive Plan, as amended and restated May 10, 2017
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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GILEAD SCIENCES, INC.
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(Registrant)
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/s/ Brett A. Pletcher
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Brett A. Pletcher
EVP, General Counsel and Corporate Secretary
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Date: May 12, 2017
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