Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
(d) Appointment of a Director.
At a meeting held on January 28, 2020, the Board of Directors (the Board) of
Gilead Sciences, Inc. (the Company) elected Dr. Sandra J. Horning to serve on
the Board, effective immediately. Dr. Horning was also appointed as a member of
the Nominating and Corporate Governance Committee and the Scientific Committee
of the Board. There is no arrangement or understanding between Dr. Horning and
any other persons pursuant to which Dr. Horning was selected as a director, and
there are no related party transactions involving Dr. Horning that are
reportable under Item 404(a) of Regulation S-K.
Dr. Horning will participate in the Company's standard non-employee director
compensation programs. Pursuant to these arrangements, for the remainder of the
2019-2020 director compensation period, Dr. Horning will receive:
(1) A pro-rated equity grant, consisting of options to purchase 3,837 shares of
the Company's common stock and restricted stock units covering an additional 632
shares of the Company's common stock. These grants will be made under the
Company's 2004 Equity Incentive Plan (as amended and restated, the Plan).
(2) A pro-rated cash retainer in the amount of $48,836.
A description of the Plan and compensation practices for non-employee directors
can be found in our Definitive Proxy Statement filed with the Securities and
Exchange Commission (SEC) on March 25, 2019 in connection with the Company's
2019 Annual Meeting of Stockholders. The Plan is attached as an exhibit to the
Company's Current Report on Form 8-K filed with the SEC on May 12, 2017.
A copy of the Company's press release announcing Dr. Horning's election to the
Board is attached as Exhibit 99.1 to this report.
(c) Appointment of Principal Accounting Officer.
On January 29, 2020, the Company designated Diane E. Wilfong, Senior Vice
President, Corporate Controller and Chief Accounting Officer, as the principal
accounting officer for purposes of the Company's filings with the SEC, effective
immediately. Ms. Wilfong, age 58, joined the Company in February 2016 as Vice
President, Controller and Chief Accounting Officer. Prior to joining the
Company, Ms. Wilfong was Vice President, Controller and Principal Accounting
Officer at Computer Sciences Corporation (now known as DXC Technology) from
November 2014 to February 2016. Ms. Wilfong also served in similar roles at
Caesars Entertainment Corporation and Eastman Kodak Company. Ms. Wilfong is a
certified public accountant (inactive) and began her career with
PricewaterhouseCoopers. Ms. Wilfong received a B.S. in Business Administration
from the University of North Carolina at Chapel Hill.
There is no arrangement or understanding between Ms. Wilfong and any other
persons pursuant to which Ms. Wilfong was selected as an officer, and there are
no related party transactions involving Ms. Wilfong that are reportable under
Item 404(a) of Regulation S-K. Ms. Wilfong does not have a family relationship
with any director, executive officer or person nominated or chosen by the
Company to become a director or executive officer of the Company. Ms. Wilfong
has not entered into any material plan, contract, arrangement or amendment in
connection with her designation as principal accounting officer.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit 99.1 is furnished pursuant to this Item 9.01.
Exhibit
Number Description
99.1 Press Release by Gilead Sciences, Inc. dated January 30, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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