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 10, 2017
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:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFD 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14-2(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)) |
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).
| ☐ | 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. |
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. |
Approval of a Restatement of the Gilead Sciences, Inc. 2004 Equity Incentive Plan
On February 2, 2017 the Board of Directors (the Board) of Gilead Sciences, Inc. (Gilead) approved an amendment and restatement of the Gilead Sciences, Inc. 2004 Equity Incentive Plan (the 2017 Restatement), subject to stockholder approval. A summary of the principal features of the 2017 Restatement is set forth under Proposal 3 of Gilead’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2017 (the 2017 Proxy Statement), which description is incorporated herein by reference.
The 2017 Restatement was approved by Gilead’s stockholders at the 2017 Annual Meeting of Stockholders on May 10, 2017 (the Annual Meeting). The foregoing summary of the 2017 Restatement does not purport to be complete and is qualified in its entirety by reference to the provisions of the 2017 Restatement itself, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on May 10, 2017 in Millbrae, California. Of the 1,307,236,587 shares of Gilead’s common stock entitled to vote at the meeting, 1,085,233,244 shares were represented at the meeting in person or by proxy, constituting a quorum. The voting results are presented below.
Gilead’s stockholders elected nine directors to serve for the ensuing 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 |
John F. Cogan, Ph.D. | | 868,477,031 | | 14,232,583 | | 1,408,371 | | 201,115,259 |
Kelly A. Kramer | | 875,603,893 | | 7,440,873 | | 1,073,219 | | 201,115,259 |
Kevin E. Lofton | | 866,091,155 | | 16,668,449 | | 1,358,381 | | 201,115,259 |
John C. Martin, Ph.D. | | 868,733,909 | | 14,199,736 | | 1,184,340 | | 201,115,259 |
John F. Milligan, Ph.D. | | 874,995,625 | | 7,932,095 | | 1,190,265 | | 201,115,259 |
Nicholas G. Moore | | 854,869,258 | | 27,874,699 | | 1,374,028 | | 201,115,259 |
Richard J. Whitley, M.D. | | 870,994,332 | | 10,062,386 | | 3,061,267 | | 201,115,259 |
Gayle E. Wilson | | 857,686,621 | | 25,363,020 | | 1,068,344 | | 201,115,259 |
Per Wold-Olsen | | 863,519,262 | | 19,180,773 | | 1,417,950 | | 201,115,259 |
Gilead’s stockholders ratified the selection of Ernst & Young LLP by the Audit Committee of the Board as its independent registered public accounting firm of Gilead for the fiscal year ending December 31, 2017. The proposal received the following votes:
| | | | |
Votes For | | | 1,059,492,918 | |
Votes Against | | | 23,285,166 | |
Abstentions | | | 2,455,160 | |
Gilead’s stockholders approved a restatement of the Gilead Sciences, Inc. 2004 Equity Incentive Plan. The proposal received the following votes:
| | | | |
Votes For | | | 794,259,552 | |
Votes Against | | | 87,821,819 | |
Abstentions | | | 2,036,614 | |
Broker Non-Votes | | | 201,115,259 | |
Gilead’s stockholders approved, on an advisory basis, the compensation of Gilead’s named executive officers as presented in the 2017 Proxy Statement. The proposal received the following votes:
| | | | |
Votes For | | | 823,196,853 | |
Votes Against | | | 57,074,924 | |
Abstentions | | | 3,846,208 | |
Broker Non-Votes | | | 201,115,259 | |
Gilead’s stockholders voted, on an advisory basis, as to the frequency with which executive compensation will be subject to future advisory stockholder votes, for one year. The proposal received the following votes:
| | | | |
Votes For 1 Year | | | 768,463,295 | |
Votes For 2 Years | | | 1,764,886 | |
Votes For 3 Years | | | 112,349,278 | |
Abstentions | | | 1,540,526 | |
Broker Non-Votes | | | 201,115,259 | |
Gilead’s stockholders did not approve a stockholder proposal requesting that the Board take steps to permit stockholder action by written consent. The proposal received the following votes:
| | | | |
Votes For | | | 427,578,402 | |
Votes Against | | | 453,540,611 | |
Abstentions | | | 2,998,972 | |
Broker Non-Votes | | | 201,115,259 | |
Gilead’s stockholders did not approve a stockholder proposal requesting that the Board take steps to adopt a policy that the Chairman of the Board be an independent director. The proposal received the following votes:
| | | | |
Votes For | | | 390,628,850 | |
Votes Against | | | 491,331,404 | |
Abstentions | | | 2,157,731 | |
Broker Non-Votes | | | 201,115,259 | |
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01 | Financial Statements and Exhibits |
| | |
Exhibit
Number | | Description |
| |
| 10.1 | | Gilead Sciences, Inc. 2004 Equity Incentive Plan, as amended and restated May 10, 2017 |
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 12, 2017
