Gilead Sciences Holds Annual Meeting, Elects Directors

TL;DR

Gilead shareholders re-elected all directors and approved the auditor at the annual meeting.

AI Summary

On May 8, 2024, Gilead Sciences, Inc. filed an 8-K report detailing several key events. The company announced the results of its annual meeting of stockholders, where all nominated directors were elected and a proposal to ratify the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2024, was approved. Additionally, the company filed amendments to its bylaws.

Why It Matters

The election of directors and ratification of the auditor are routine but essential corporate governance actions that provide stability and oversight for Gilead Sciences.

Risk Assessment

Risk Level: low — This filing concerns routine corporate governance matters and does not indicate any significant new risks or changes in the company's financial or operational status.

Key Players & Entities

• GILEAD SCIENCES, INC. (company) — Registrant
• PricewaterhouseCoopers LLP (company) — Independent registered public accounting firm
• May 8, 2024 (date) — Date of Report
• December 31, 2024 (date) — Fiscal year end for auditor ratification

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value, $0.001 per share GILD The Nasdaq Global Select

Filing Documents

• gild-20240508.htm (8-K) — 70KB
• ex312024certificateofamend.htm (EX-3.1) — 10KB
• ex322024restatedcertificat.htm (EX-3.2) — 50KB
• 0000882095-24-000016.txt ( ) — 271KB
• gild-20240508.xsd (EX-101.SCH) — 2KB
• gild-20240508_lab.xml (EX-101.LAB) — 22KB
• gild-20240508_pre.xml (EX-101.PRE) — 13KB
• gild-20240508_htm.xml (XML) — 3KB

03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 1, 2024, the Board of Directors (the "Board") of Gilead Sciences, Inc. (the "Company") adopted amendments to the Company's Restated Certificate of Incorporation (the "Amendment") to reflect new Delaware law provisions regarding officer exculpation under Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"). On May 8, 2024 , the Company's stockholders approved the Amendment at the Company's 2024 annual meeting of stockholders (the "Annual Meeting"). The Amendment is attached to this Current Report on Form 8-K as E xhibit 3 .1 . On the same day, the Board adopted a restatement of the Company's Restated Certificate of Incorporation (the "Restated Charter"), which incorporates the provisions included in the Amendment. The Restated Charter is attached to this Current Report on Form 8-K as Exhibit 3.2 and is incorporated by reference herein.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting was held on May 8, 2024 . Of the 1,246,969,303 shares of the Company's common stock entitled to vote at the Annual Meeting, 1,115,379,536 shares were represented at the beginning of the meeting in person or by proxy, which constituted 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. The votes regarding the election of directors were as follows: Name Votes For Votes Against Abstentions Broker Non-Votes Jacqueline K. Barton, Ph.D. 995,391,975 12,399,781 1,373,568 106,243,270 Jeffrey A. Bluestone, Ph.D. 1,000,314,606 7,419,797 1,430,921 106,243,270 Sandra J. Horning, M.D. 985,486,994 22,304,826 1,373,504 106,243,270 Kelly A. Kramer 980,895,123 26,851,069 1,419,132 106,243,270 Ted W. Love, M.D. 1,002,644,132 5,021,345 1,499,847 106,243,270 Harish Manwani 968,115,418 39,518,665 1,531,241 106,243,270 Daniel P. O'Day 939,111,309 63,134,940 6,919,075 106,243,270 Javier J. Rodriguez 1,000,194,729 7,506,046 1,464,549 106,243,270 Anthony Welters 932,173,164 75,508,127 1,484,033 106,243,270 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, 2024. The proposal received the following votes: Votes For 1,039,381,050 Votes Against 74,100,517 Abstentions 1,927,027 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 928,702,915 Votes Against 78,647,808 Abstentions 1,814,601 Broker Non-Votes 106,243,270 The Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Amendment of Restated Certificate of Incorporation of Gilead Sciences, Inc., as amended May 9, 2024 3.2 Restated Certificate of Incorporation of Gilead Sciences, Inc., as amended May 9, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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/ DEBORAH H. TELMAN Deborah H. Telman EVP, Corporate Affairs, General Counsel and Corporate Secretary Date: May 9, 2024

View Full Filing

View this 8-K filing on SEC EDGAR