GILEAD SCIENCES, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of an Amendment and Restatement of theGilead Sciences, Inc. Employee Stock Purchase Plan and theGilead Sciences, Inc. International Employee Stock Purchase Plan OnJanuary 25, 2023 , the Board of Directors (the "Board") ofGilead Sciences, Inc. ("Gilead") approved an amendment and restatement of theGilead Sciences, Inc. Employee Stock Purchase Plan (the "Purchase Plan") and an amendment and restatement of theGilead Sciences, Inc. International Employee Stock Purchase Plan (the "International Purchase Plan," and together with the Purchase Plan, the "Plans"), subject to stockholder approval. A summary of the principal features of the Plans is set forth under Proposal 5 of Gilead's definitive proxy statement filed with theSecurities and Exchange Commission onMarch 23, 2023 (the "Proxy Statement"), which description is incorporated herein by reference. The Plans were approved by Gilead's stockholders at the 2023 Annual Meeting of Stockholders onMay 3, 2023 (the "Annual Meeting"). The foregoing summary of the Plans does not purport to be complete and is qualified in its entirety by reference to the provisions of the Purchase Plan and the International Purchase Plan, which are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2 , respectively, and are incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held onMay 3, 2023 . Of the 1,248,816,053 shares of the Company's common stock entitled to vote at the Annual Meeting, 1,112,399,050 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. 986,415,013 13,491,911 2,001,479 110,490,647 Jeffrey A. Bluestone, Ph.D. 995,919,933 3,943,946 2,044,524 110,490,647 Sandra J. Horning, M.D. 981,121,155 18,770,573 2,016,675 110,490,647 Kelly A. Kramer 966,965,833 32,909,136 2,033,434 110,490,647 Kevin E. Lofton 925,933,861 73,885,649 2,088,893 110,490,647 Harish Manwani 959,762,789 40,053,322 2,092,292 110,490,647 Daniel P. O'Day 923,236,835 70,663,044 8,008,564 110,490,647 Javier J. Rodriguez 993,470,838 6,361,800 2,075,765 110,490,647 Anthony Welters 952,610,095 44,579,806 4,718,502 110,490,647
The Company's stockholders ratified the selection of
Votes For 1,047,348,600
Votes Against 63,802,874
Abstentions 1,247,576
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 919,145,382
Votes Against 79,500,105
Abstentions 3,262,916
Broker Non-Votes 110,490,647
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The Company's stockholders voted, on an advisory basis, on the frequency of
future advisory stockholder votes on executive compensation. The frequency
receiving the most votes was 1 Year. The proposal received the following votes:
1 Year 985,408,193
2 Years 947,804
3 Years 14,113,020
Abstentions 1,439,386
Broker Non-Votes 110,490,647
In accordance with the Board's recommendation as set forth in the Proxy
Statement and consistent with the stated preference of the Company's
stockholders, the Company has determined that future advisory stockholder votes
on executive compensation will be conducted on an annual basis, until the next
advisory vote on this matter is held.
The Company's stockholders approved an amendment and restatement of the Gilead
Sciences, Inc. Employee Stock Purchase Plan and the Gilead Sciences, Inc.
International Employee Stock Purchase Plan. The proposal received the following
votes:
Votes For 996,900,619
Votes Against 3,074,231
Abstentions 1,933,553
Broker Non-Votes 110,490,647
The Company's stockholders did not approve a stockholder proposal requesting the
Board implement a process to nominate at least one more candidate than the
number of directors to be elected. The proposal received the following votes:
Votes For 7,422,311
Votes Against 982,909,852
Abstentions 11,576,240
Broker Non-Votes 110,490,647
The Company's stockholders did not approve a stockholder proposal requesting the
Board amend the company governing documents to give street name shares and
non-street name shares an equal right to call a special stockholder meeting. The
proposal received the following votes:
Votes For 46,426,089
Votes Against 940,591,356
Abstentions 14,890,958
Broker Non-Votes 110,490,647
The Company's stockholders did not approve a stockholder proposal requesting a
report on a process by which the impact of extended patent exclusivities on
product access would be considered in deciding whether to apply for secondary
and tertiary patents. The proposal received the following votes:
Votes For 165,422,837
Votes Against 824,383,326
Abstentions 12,102,240
Broker Non-Votes 110,490,647
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description 10.1Gilead Sciences, Inc. Employee Stock
Purchase Plan, amended and restated
January 25, 2023 10.2Gilead Sciences, Inc. International Employee
Stock Purchase Plan, amended
and restated January 25, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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