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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 3, 2023
GILEAD SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware0-1973194-3047598
(State or Other Jurisdiction of Incorporation)(Commission File No.)(IRS 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)
Not Applicable
(Former name or former address, if changed since last report)
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 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12
☐    Pre-commencement communications pursuant to Rule 14d-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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value, $0.001 per shareGILDThe Nasdaq Global Select Market
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).
Emerging growth company ☐
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. ¨




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 the Gilead Sciences, Inc. Employee Stock Purchase Plan and the Gilead Sciences, Inc. International Employee Stock Purchase Plan
On January 25, 2023, the Board of Directors (the “Board”) of Gilead Sciences, Inc. (“Gilead”) approved an amendment and restatement of the Gilead Sciences, Inc. Employee Stock Purchase Plan (the “Purchase Plan”) and an amendment and restatement of the Gilead 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 the Securities and Exchange Commission on March 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 on May 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 on May 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:
NameVotes ForVotes AgainstAbstentionsBroker 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. Kramer966,965,833 32,909,136 2,033,434 110,490,647 
Kevin E. Lofton925,933,861 73,885,649 2,088,893 110,490,647 
Harish Manwani959,762,789 40,053,322 2,092,292 110,490,647 
Daniel P. O’Day923,236,835 70,663,044 8,008,564 110,490,647 
Javier J. Rodriguez993,470,838 6,361,800 2,075,765 110,490,647 
Anthony Welters952,610,095 44,579,806 4,718,502 110,490,647 
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, 2023. The proposal received the following votes:
Votes For1,047,348,600 
Votes Against63,802,874 
Abstentions1,247,576 
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 For919,145,382 
Votes Against79,500,105 
Abstentions3,262,916 
Broker Non-Votes110,490,647 



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 Year985,408,193 
2 Years947,804 
3 Years14,113,020 
Abstentions1,439,386 
Broker Non-Votes110,490,647 
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 For996,900,619 
Votes Against3,074,231 
Abstentions1,933,553 
Broker Non-Votes110,490,647 
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 For7,422,311 
Votes Against982,909,852 
Abstentions11,576,240 
Broker Non-Votes110,490,647 
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 For46,426,089 
Votes Against940,591,356 
Abstentions14,890,958 
Broker Non-Votes110,490,647 
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 For165,422,837 
Votes Against824,383,326 
Abstentions12,102,240 
Broker Non-Votes110,490,647 
Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits



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 5, 2023



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