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 9, 2018

 

 

 

GILEAD SCIENCES, INC.

 

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE

 

0-19731

 

94-3047598

(State or other jurisdiction of

incorporation or organization)

 

(Commission File Number)

 

(I.R.S. 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)

 

 

 

 

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 CFD 230.425)

 

 

[   ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

[   ]

Pre-commencement communications pursuant to Rule 14-2(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))

 

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. [  ]

 



 

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

 

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 May 9, 2018, the Board of Directors (the “Board”) of Gilead Sciences, Inc. (the “Company”) appointed Harish Manwani to serve on the Board and Compensation Committee of the Board effective May 9, 2018.  The Board determined that Mr. Manwani meets the criteria of “independent director” as specified by applicable laws and regulations of the U.S. Securities and Exchange Commission (the “SEC”), the listing rules of NASDAQ and the Company’s Board Guidelines. There is no arrangement or understanding between Mr. Manwani and any other persons pursuant to which Mr. Manwani was selected as a director, and there are no related party transactions involving Mr. Manwani that are reportable under Item 404(a) of Regulation S-K.

 

As compensation for his service on the Board and Compensation  Committee, Mr. Manwani will receive:

 

(1)         An equity grant, consisting of options to purchase 9,496 shares of the Company’s common stock and restricted stock units covering an additional 2,283 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) and represents his equity compensation for the 2018-2019 service period.

 

(2)         A pro-rated cash retainer in the amount of $13,794.52 for service through June 30, 2018.

 

A description of the Plan and compensation practices for non-employee directors can be found in our Definitive Proxy Statement filed with the SEC on March 26, 2018 (the Proxy Statement) in connection with the Company’s 2018 Annual Meeting of Stockholders (the Annual Meeting).  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.

 

On May 9, 2018, the Board also appointed Kelly A. Kramer as Chair of the Audit Committee of the Board.

 

Item 5.07                   Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting was held on May 9, 2018 in Millbrae, California. Of the 1,303,850,147 shares of the Company’s common stock entitled to vote at the meeting, 1,117,036,821 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

John F. Cogan, Ph.D.

 

937,691,624

 

17,455,420

 

1,057,366

 

160,832,924

Jacqueline K. Barton, Ph.D.

 

951,718,208

 

3,632,351

 

853,851

 

160,832,924

Kelly A. Kramer

 

947,220,807

 

7,400,624

 

1,582,979

 

160,832,924

Kevin E. Lofton

 

940,512,121

 

14,012,395

 

1,679,894

 

160,832,924

John C. Martin, Ph.D.

 

939,334,900

 

15,920,147

 

949,363

 

160,832,924

John F. Milligan, Ph.D.

 

946,717,459

 

8,591,749

 

895,202

 

160,832,924

Richard J. Whitley, M.D.

 

942,769,598

 

11,719,375

 

1,715,437

 

160,832,924

Gayle E. Wilson

 

927,851,860

 

27,414,005

 

938,545

 

160,832,924

Per Wold-Olsen

 

931,846,864

 

22,682,232

 

1,675,314

 

160,832,924

 



 

The Company’s stockholders ratified the selection of Ernst & Young LLP by the Audit Committee of the Board as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2018. The proposal received the following votes:

 

Votes For

1,088,667,678

Votes Against

26,741,586

Abstentions

1,628,070

 

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

850,060,293

Votes Against

102,921,660

Abstentions

3,222,457

Broker Non-Votes

160,832,924

 

The Company’s stockholders did not approve a stockholder proposal requesting that the Board adopt a policy that the Chairman of the Board be an independent director. The proposal received the following votes:

 

Votes For

425,637,916

Votes Against

525,025,443

Abstentions

5,541,051

Broker Non-Votes

160,832,924

 

The Company’s stockholders approved a stockholder proposal requesting that the Board take steps to permit stockholder action by written consent. The proposal received the following votes:

 

Votes For

483,205,222

Votes Against

466,813,354

Abstentions

6,185,834

Broker Non-Votes

160,832,924

 

 

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01                                           Financial Statements and Exhibits

 

(d)                                 Exhibits

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release, issued by Gilead Sciences, Inc. on May 9, 2018.

 



 

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/ Brett A. Pletcher

 

Brett A. Pletcher

 

EVP, General Counsel and Corporate Secretary

 

 

 

 

Date:    May 11, 2018