Gilead Sciences Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$GILD
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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 8, 2024
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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 Exhibit 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.
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. The proposal received the following votes:
| Vote For | 905,468,022 | |||||||
| Vote Against | 101,692,634 | |||||||
| Abstentions | 2,004,668 | |||||||
| Broker Non-Votes | 106,243,270 | |||||||
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 | 59,235,065 | |||||||
| Votes Against | 946,161,838 | |||||||
| Abstentions | 3,768,421 | |||||||
| Broker Non-Votes | 106,243,270 | |||||||
The Company’s stockholders did not approve a stockholder proposal requesting that the Board issue a report detailing the risks and costs to the Company caused by opposing or otherwise altering Company policy in response to state policies regulating abortion, and detailing any strategies beyond litigation and legal compliance that the Company may deploy to minimize or mitigate these risks. The proposal received the following votes:
| Votes For | 17,930,954 | |||||||
| Votes Against | 977,168,730 | |||||||
| Abstentions | 14,065,640 | |||||||
| Broker Non-Votes | 106,243,270 | |||||||
The Company’s stockholders did not approve a stockholder proposal requesting that the Board adopt a policy requiring the Company’s named executive officers to retain at least 25% of net-after tax shares of stock acquired through equity pay programs until reaching normal retirement age (at least age 60). The proposal received the following votes:
| Votes For | 361,356,676 | |||||||
| Votes Against | 645,764,310 | |||||||
| Abstentions | 2,044,338 | |||||||
| Broker Non-Votes | 106,243,270 | |||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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