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 23, 2019
GILEAD SCIENCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | | 0-19731 | | 94-3047598 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. 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)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFD 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) Departure of Certain Officers
On May 29, 2019, Gilead Sciences, Inc., a Delaware corporation (the “Company”), issued a press release announcing that it has hired Johanna Mercier to serve as Executive Vice President, Chief Commercial Officer, and that Laura Hamill will step down from her position as the Company’s Executive Vice President, Worldwide Commercial Operations, effective as of July 1, 2019. In connection with her separation from the Company, Ms. Hamill will be eligible to receive a cash payment of $1,750,000 in light of compensation arrangements that will be forfeited, and stock options that were granted to her in October 2018 will be amended to remain exercisable for twelve months from the date of her separation, subject to her executing a standard release. Ms. Hamill also is entitled to receive certain severance payments provided for under the Company’s Severance Plan, outplacement and relocation payments, and acceleration of her 2018 options and restricted stock unit awards as described in the Company’s proxy statement dated March 25, 2019.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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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.
| GILEAD SCIENCES, INC. |
| (Registrant) |
| |
| /s/ Brett A. Pletcher |
| Brett A. Pletcher |
| EVP, General Counsel and Corporate Secretary |
Date: May 29, 2019
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