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 4, 2022
GILEAD SCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-19731 | 94-3047598 |
(State or Other Jurisdiction
of Incorporation) | (Commission File No.) | (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 (§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 ¨
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 2022 annual meeting of stockholders (the “Annual Meeting”) in a virtual-only format on May 4, 2022. Of the 1,255,786,961 shares of the Company’s common stock entitled to vote at the Annual Meeting, 1,082,867,413 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 nine 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. | | | 939,364,402 | | | | 9,837,381 | | | | 3,152,581 | | | | 130,513,049 | |
| Jeffrey A. Bluestone, Ph.D. | | | 940,591,094 | | | | 7,984,756 | | | | 3,778,514 | | | | 130,513,049 | |
| Sandra J. Horning, M.D. | | | 928,503,191 | | | | 20,706,321 | | | | 3,144,852 | | | | 130,513,049 | |
| Kelly A. Kramer | | | 933,497,210 | | | | 15,260,783 | | | | 3,596,371 | | | | 130,513,049 | |
| Kevin E. Lofton | | | 895,752,249 | | | | 52,581,063 | | | | 4,021,052 | | | | 130,513,049 | |
| Harish Manwani | | | 918,831,812 | | | | 29,962,105 | | | | 3,560,447 | | | | 130,513,049 | |
| Daniel P. O’Day | | | 871,823,865 | | | | 71,402,651 | | | | 9,127,848 | | | | 130,513,049 | |
| Javier J. Rodriguez | | | 937,741,694 | | | | 10,774,544 | | | | 3,838,126 | | | | 130,513,049 | |
| Anthony Welters | | | 912,548,682 | | | | 35,140,086 | | | | 4,665,596 | | | | 130,513,049 | |
The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The proposal received the following votes:
| Votes For | | | 1,020,875,369 | |
| Votes Against | | | 60,552,677 | |
| Abstentions | | | 1,439,367 | |
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 | | | 875,824,762 | |
| Votes Against | | | 74,354,069 | |
| Abstentions | | | 2,175,533 | |
| Broker Non-Votes | | | 130,513,049 | |
The Company’s stockholders approved the Gilead Sciences, Inc. 2022 Equity Incentive Plan. The proposal received the following votes:
| Votes For | | | 864,559,390 | |
| Votes Against | | | 85,850,671 | |
| Abstentions | | | 1,944,303 | |
| Broker Non-Votes | | | 130,513,049 | |
The Company’s stockholders did not approve a stockholder proposal requesting that the board of directors of the Company (the “Board”) adopt a policy that the Chairperson of the Board be an independent director. The proposal received the following votes:
| Votes For | | | 384,168,847 | |
| Votes Against | | | 566,110,701 | |
| Abstentions | | | 2,074,816 | |
| Broker Non-Votes | | | 130,513,049 | |
The Company’s stockholders did not approve a stockholder proposal requesting that the Board include one member from the Company’s non-management employees. The proposal received the following votes:
| Votes For | | | 63,589,287 | |
| Votes Against | | | 882,911,737 | |
| Abstentions | | | 5,853,340 | |
| Broker Non-Votes | | | 130,513,049 | |
The Company’s stockholders approved a stockholder proposal requesting a 10% threshold to call a special stockholder meeting. The proposal received the following votes:
| Votes For | | | 539,585,285 | |
| Votes Against | | | 410,356,111 | |
| Abstentions | | | 2,412,968 | |
| Broker Non-Votes | | | 130,513,049 | |
The Company’s stockholders did not approve a stockholder proposal requesting that the Board publish a third-party review of the Company’s lobbying activities. The proposal received the following votes:
| Votes For | | | 475,014,934 | |
| Votes Against | | | 470,778,461 | |
| Abstentions | | | 6,560,969 | |
| Broker Non-Votes | | | 130,513,049 | |
The Company’s stockholders did not approve a stockholder proposal requesting a Board report on oversight of risks related to anticompetitive practices. The proposal received the following votes:
| Votes For | | | 374,011,733 | |
| Votes Against | | | 569,683,005 | |
| Abstentions | | | 8,659,626 | |
| Broker Non-Votes | | | 130,513,049 | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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 5, 2022
