Definitive Additional Materials

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to §240.14a-12

GILEAD SCIENCES, INC.

 

(Name of Registrant as Specified In Its Charter)


          

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

          

 

  (2) Aggregate number of securities to which transaction applies:

          

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

          

 

  (4) Proposed maximum aggregate value of transaction:

          

 

  (5) Total fee paid:

          

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:

          

 

  (2) Form, Schedule or Registration Statement No.:

          

 

  (3) Filing Party:

          

 

  (4) Date Filed:

          

 

 

 

 

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 12, 2011.

 

 

GILEAD SCIENCES, INC.

            Meeting Information
      

Meeting Type:        Annual Meeting

For holders as of:   March 16, 2011

Date:    May 12, 2011    Time:   10:00 a.m.

     
       Location:   

Westin San Francisco Airport

1 Old Bayshore Highway

Millbrae, CA 94030

 

     
         

LOGO

GILEAD SCIENCES, INC.

ATTN: RUEY-LI HWANG

333 LAKESIDE DRIVE

FOSTER CITY, CA 94404

       

You are receiving this communication because you hold shares in the above named company.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

      

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

      

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

      

 

— Before You Vote —

How to Access the Proxy Materials

 

    Proxy Materials Available to VIEW or RECEIVE:
   

NOTICE AND PROXY STATEMENT          ANNUAL REPORT           FORM 10-K

How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:        www.proxyvote.com

2) BY TELEPHONE:    1-800-579-1639

3) BY E-MAIL*:            sendmaterial@proxyvote.com

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 28, 2011 to facilitate timely delivery.

 

     
         
 

 

— How To Vote —

Please Choose One of the Following Voting Methods

 

     
   

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

     
               
         

  Voting Items   

 

  The Board of Directors recommends you vote          
  FOR the following:            
 

 

1.

  

 

To Elect Directors

 

        
   

Nominees:

 

       6.   To vote on an advisory resolution to approve the compensation of Gilead’s named executive officers as presented in its proxy statement.  
    01)    John F. Cogan   07)    John C. Martin        
    02)    Etienne F. Davignon   08)    Gordon E. Moore        
    03)    James M. Denny   09)    Nicholas G. Moore        
    04)    Carla A. Hills   10)    Richard J. Whitley        
    05)    Kevin E. Lofton   11)    Gayle E. Wilson     The Board of Directors recommends you vote 1 year on the following proposal:  
    06)    John W. Madigan   12)    Per Wold-Olsen      
         

 

7.

  

 

To vote on an advisory basis as to the frequency with which executive compensation will be subject to future advisory stockholder votes.

  
 

The Board of Directors recommends you vote FOR the following proposals:

 

        
  2.  

To ratify the selection of Ernst & Young LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of Gilead for the fiscal year ending December 31, 2011.

 

    

 

8.

  

 

To transact such other business as may properly come before the meeting adjournment or postponement thereof.

  
  3.  

To approve the Amended and Restated Gilead Sciences, Inc. Code Section 162(m) Bonus Plan and certain performance-based provisions thereunder.

 

        
  4.  

To approve amendments to Gilead’s Restated Certificate of Incorporation to adopt majority voting standards.

 

        
  5.   To approve amendments to Gilead’s Amended and Restated Bylaws to permit holders of at least 20% of the voting power of the outstanding capital stock to call a special meeting of stockholders.