Current Report Filing (8-k)
January 31 2020 - 4:02PM
Edgar (US Regulatory)
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2020-01-27
2020-01-28
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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): January 28, 2020
GILEAD SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
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0-19731
(Commission File No.)
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94-3047598
(IRS Employer
Identification No.)
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333
LAKESIDE DRIVE, FOSTER CITY,
California
(Address of principal executive offices)
94404
(Zip Code)
(650) 574-3000
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since last report)
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 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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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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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value, $0.001 per share
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GILD
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The Nasdaq Global Select Market
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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 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
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. ¨
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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(d) Appointment of
a Director.
At a meeting held on January 28, 2020, the Board of Directors
(the Board) of Gilead Sciences, Inc. (the Company) elected Dr. Sandra J. Horning to serve on the Board, effective immediately.
Dr. Horning was also appointed as a member of the Nominating and Corporate Governance Committee and the Scientific Committee of
the Board. There is no arrangement or understanding between Dr. Horning and any other persons pursuant to which Dr. Horning was
selected as a director, and there are no related party transactions involving Dr. Horning that are reportable under Item 404(a)
of Regulation S-K.
Dr. Horning will participate in the Company’s standard
non-employee director compensation programs. Pursuant to these arrangements, for the remainder of the 2019-2020 director compensation
period, Dr. Horning will receive:
(1) A pro-rated equity grant, consisting of options to purchase
3,837 shares of the Company’s common stock and restricted stock units covering an additional 632 shares of the Company’s
common stock. These grants will be made under the Company’s 2004 Equity Incentive Plan (as amended and restated, the Plan).
(2) A pro-rated cash retainer in the amount of $48,836.
A description of the Plan and compensation practices for non-employee
directors can be found in our Definitive Proxy Statement filed with the Securities and Exchange Commission (SEC) on March 25, 2019
in connection with the Company’s 2019 Annual Meeting of Stockholders. The Plan is attached as an exhibit to the Company’s
Current Report on Form 8-K filed with the SEC on May 12, 2017.
A copy of the Company’s press release announcing Dr. Horning’s
election to the Board is attached as Exhibit 99.1 to this report.
(c) Appointment of
Principal Accounting Officer.
On January 29, 2020, the Company designated Diane E. Wilfong,
Senior Vice President, Corporate Controller and Chief Accounting Officer, as the principal accounting officer for purposes of the
Company’s filings with the SEC, effective immediately. Ms. Wilfong, age 58, joined the Company in February 2016 as Vice President,
Controller and Chief Accounting Officer. Prior to joining the Company, Ms. Wilfong was Vice President, Controller and Principal
Accounting Officer at Computer Sciences Corporation (now known as DXC Technology) from November 2014 to February 2016. Ms. Wilfong
also served in similar roles at Caesars Entertainment Corporation and Eastman Kodak Company. Ms. Wilfong is a certified public
accountant (inactive) and began her career with PricewaterhouseCoopers. Ms. Wilfong received a B.S. in Business Administration
from the University of North Carolina at Chapel Hill.
There is no arrangement or understanding between Ms. Wilfong
and any other persons pursuant to which Ms. Wilfong was selected as an officer, and there are no related party transactions involving
Ms. Wilfong that are reportable under Item 404(a) of Regulation S-K. Ms. Wilfong does not have a family relationship with any director,
executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. Ms. Wilfong
has not entered into any material plan, contract, arrangement or amendment in connection with her designation as principal accounting
officer.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
The following exhibit 99.1 is furnished pursuant to this Item
9.01.
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
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EVP, Corporate Affairs, General Counsel
and Corporate Secretary
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Date: January 31, 2020
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