UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Gilead Sciences, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”) in a virtual-only format on May 4, 2022. Of the 1,255,786,961 shares of the Company’s common stock entitled to vote at the Annual Meeting, 1,082,867,413 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. | 939,364,402 | 9,837,381 | 3,152,581 | 130,513,049 | ||||||||||||
| Jeffrey A. Bluestone, Ph.D. | 940,591,094 | 7,984,756 | 3,778,514 | 130,513,049 | ||||||||||||
| Sandra J. Horning, M.D. | 928,503,191 | 20,706,321 | 3,144,852 | 130,513,049 | ||||||||||||
| Kelly A. Kramer | 933,497,210 | 15,260,783 | 3,596,371 | 130,513,049 | ||||||||||||
| Kevin E. Lofton | 895,752,249 | 52,581,063 | 4,021,052 | 130,513,049 | ||||||||||||
| Harish Manwani | 918,831,812 | 29,962,105 | 3,560,447 | 130,513,049 | ||||||||||||
| Daniel P. O’Day | 871,823,865 | 71,402,651 | 9,127,848 | 130,513,049 | ||||||||||||
| Javier J. Rodriguez | 937,741,694 | 10,774,544 | 3,838,126 | 130,513,049 | ||||||||||||
| Anthony Welters | 912,548,682 | 35,140,086 | 4,665,596 | 130,513,049 | ||||||||||||
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, 2022. The proposal received the following votes:
| Votes For | 1,020,875,369 | |||
| Votes Against | 60,552,677 | |||
| Abstentions | 1,439,367 |
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 | 875,824,762 | |||
| Votes Against | 74,354,069 | |||
| Abstentions | 2,175,533 | |||
| Broker Non-Votes | 130,513,049 |
The Company’s stockholders approved the Gilead Sciences, Inc. 2022 Equity Incentive Plan. The proposal received the following votes:
| Votes For | 864,559,390 | |||
| Votes Against | 85,850,671 | |||
| Abstentions | 1,944,303 | |||
| Broker Non-Votes | 130,513,049 |
The Company’s stockholders did not approve a stockholder proposal requesting that the board of directors of the Company (the “Board”) adopt a policy that the Chairperson of the Board be an independent director. The proposal received the following votes:
| Votes For | 384,168,847 | |||
| Votes Against | 566,110,701 | |||
| Abstentions | 2,074,816 | |||
| Broker Non-Votes | 130,513,049 |
The Company’s stockholders did not approve a stockholder proposal requesting that the Board include one member from the Company’s non-management employees. The proposal received the following votes:
| Votes For | 63,589,287 | |||
| Votes Against | 882,911,737 | |||
| Abstentions | 5,853,340 | |||
| Broker Non-Votes | 130,513,049 |
The Company’s stockholders approved a stockholder proposal requesting a 10% threshold to call a special stockholder meeting. The proposal received the following votes:
| Votes For | 539,585,285 | |||
| Votes Against | 410,356,111 | |||
| Abstentions | 2,412,968 | |||
| Broker Non-Votes | 130,513,049 |
The Company’s stockholders did not approve a stockholder proposal requesting that the Board publish a third-party review of the Company’s lobbying activities. The proposal received the following votes:
| Votes For | 475,014,934 | |||
| Votes Against | 470,778,461 | |||
| Abstentions | 6,560,969 | |||
| Broker Non-Votes | 130,513,049 |
The Company’s stockholders did not approve a stockholder proposal requesting a Board report on oversight of risks related to anticompetitive practices. The proposal received the following votes:
| Votes For | 374,011,733 | |||
| Votes Against | 569,683,005 | |||
| Abstentions | 8,659,626 | |||
| Broker Non-Votes | 130,513,049 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description | |
| 10.1 | Gilead Sciences, Inc. 2022 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, Corporate Affairs, General Counsel and Corporate Secretary |
Date: May 5, 2022