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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): May 6, 2020

 

 

 

Gilead Sciences, Inc.

 

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction
of incorporation)
0-19731
(Commission File No.)

94-3047598
(IRS Employer

Identification No.)

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common Stock, par value $0.001, per share GILD The Nasdaq Global Select Market

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

Gilead Sciences, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”) in a virtual-only format on May 6, 2020. Of the 1,259,015,170 shares of the Company’s common stock entitled to vote at the Annual Meeting, 1,086,605,018 shares were represented at the meeting in person or by proxy, constituting a quorum. The voting results are presented below.

 

The Company’s stockholders elected eight directors to serve for the next 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:

 

Name   Votes For     Votes Against     Abstentions     Broker Non-Votes  
Jacqueline K. Barton, Ph.D.     925,754,360       17,417,259       1,081,322       142,352,077  
Sandra J. Horning, M.D.     940,675,097       2,503,838       1,074,006       142,352,077  
Kelly A. Kramer     936,103,077       6,916,212       1,233,652       142,352,077  
Kevin E. Lofton     903,494,557       34,142,209       6,616,175       142,352,077  
Harish Manwani     865,116,078       77,884,070       1,252,793       142,352,077  
Daniel P. O’Day     886,840,307       54,412,258       3,000,376       142,352,077  
Richard J. Whitley, M.D.     913,620,679       29,462,550       1,169,712       142,352,077  
Per Wold-Olsen     895,920,469       47,038,879       1,293,593       142,352,077  

 

The Company’s stockholders ratified the selection of Ernst & Young LLP by the Audit Committee of the Board as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020. The proposal received the following votes:

 

Votes For     1,038,105,703  
Votes Against     46,766,472  
Abstentions     1,732,843  

 

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as presented in the Proxy Statement. The proposal received the following votes:

 

Votes For     787,710,269  
Votes Against     154,377,811  
Abstentions     2,164,861  
Broker Non-Votes     142,352,077  

 

The Company’s stockholders did not approve a stockholder proposal requesting that the Board adopt a policy that the Chairperson of the Board be an independent director. The proposal received the following votes:

 

Votes For     409,728,849  
Votes Against     531,494,861  
Abstentions     3,029,231  
Broker Non-Votes     142,352,077  

 

The Company’s stockholders did not approve a stockholder proposal requesting that the Board eliminate the ownership threshold for stockholders to request a record date to take action by written consent. The proposal received the following votes:

 

Votes For     89,181,139  
Votes Against     852,016,384  
Abstentions     3,055,418  
Broker Non-Votes     142,352,077  

 

 

 

 

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.

 

  GILEAD SCIENCES, INC.
  (Registrant)
   
  /s/ Brett A. Pletcher
  Brett A. Pletcher
 

EVP, Corporate Affairs, General Counsel

and Corporate Secretary

 

Date:     May 8, 2020

 

 

 

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