Current Report Filing (8-k)
December 08 2020 - 4:14PM
Edgar (US Regulatory)
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CA
0000882095
2020-12-07
2020-12-07
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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): December 7, 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.)
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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.
On December 7, 2020, the Board of Directors (the Board) of Gilead
Sciences, Inc. (the Company) elected Jeffrey A. Bluestone, Ph.D. to serve on the Board and the Science Committee of the Board,
effective immediately. There is no arrangement or understanding between Dr. Bluestone and any other persons pursuant to which Dr.
Bluestone was selected as a director, and there are no related party transactions involving Dr. Bluestone that are reportable under
Item 404(a) of Regulation S-K.
Dr. Bluestone will participate in and receive compensation for
his service on the Board for the remainder of the 2020-2021 compensation period in accordance with the Company’s standard
non-employee director compensation programs, including grants to be made under the Company’s 2004 Equity Incentive Plan (as
amended and restated, the Plan).
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 Dr. Bluestone’s
election to the Board is attached as Exhibit 99.1 to this report.
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: December 8, 2020
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