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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): June 14, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(d)       Appointment of a Director.

 

On June 14, 2020, the Board of Directors (the Board) of Gilead Sciences, Inc. (the Company) elected Javier J. Rodriguez to serve on the Board, effective June 15, 2020. There is no arrangement or understanding between Mr. Rodriguez and any other persons pursuant to which Mr. Rodriguez was selected as a director, and there are no related party transactions involving Mr. Rodriguez that are reportable under Item 404(a) of Regulation S-K.

 

Mr. Rodriguez will participate in the Company’s standard non-employee director compensation programs. Pursuant to these arrangements, as compensation for his service on the Board, Mr. Rodriguez will receive:

 

(1) A pro-rated equity grant, consisting of options to purchase 8,667 shares of the Company’s common stock and restricted stock units covering an additional 1,838 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) and represent his equity compensation for the 2020-2021 service period.

 

(2) A pro-rated cash retainer in the amount of $3,287.67 for service through June 30, 2020.

 

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 24, 2020 in connection with the Company’s 2020 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 Mr. Rodriguez’s election to the Board is attached as Exhibit 99.1 to this report.

 

Item 9.01 Financial Statements and Exhibits

 

(d)       Exhibits

 

The following exhibit 99.1 is furnished pursuant to this Item 9.01.

 

Exhibit

Number

  Description
99.1   Press Release by Gilead Sciences, Inc. dated June 16, 2020.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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:   June 16, 2020

 

 

 

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