0001214659-22-005007.txt : 20220411 0001214659-22-005007.hdr.sgml : 20220411 20220411060154 ACCESSION NUMBER: 0001214659-22-005007 CONFORMED SUBMISSION TYPE: PX14A6G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220411 DATE AS OF CHANGE: 20220411 EFFECTIVENESS DATE: 20220411 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GILEAD SCIENCES, INC. CENTRAL INDEX KEY: 0000882095 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943047598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PX14A6G SEC ACT: 1934 Act SEC FILE NUMBER: 000-19731 FILM NUMBER: 22818399 BUSINESS ADDRESS: STREET 1: 333 LAKESIDE DR CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 6505743000 MAIL ADDRESS: STREET 1: 333 LAKESIDE DR CITY: FOSTER CITY STATE: CA ZIP: 94404 FORMER COMPANY: FORMER CONFORMED NAME: GILEAD SCIENCES INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: United Church Funds, Inc. CENTRAL INDEX KEY: 0001739344 IRS NUMBER: 237092477 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PX14A6G BUSINESS ADDRESS: STREET 1: 475 RIVERSIDE DRIVE STREET 2: SUITE 1020 CITY: NEW YORK STATE: NY ZIP: 10115 BUSINESS PHONE: (212) 729-2600 MAIL ADDRESS: STREET 1: 475 RIVERSIDE DRIVE STREET 2: SUITE 1020 CITY: NEW YORK STATE: NY ZIP: 10115 PX14A6G 1 b48223px14a6g.htm

Non-Confidential

NOTICE OF EXEMPT SOLICITATION

NAME OF REGISTRANT: Gilead Sciences, Inc.

NAME OF PERSON RELYING ON EXEMPTION: United Church Funds

ADDRESS OF PERSON RELYING ON EXEMPTION: 475 Riverside Dr #1020, New York, NY 10115

Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. Submission is not required of these filers under the terms of the Rule but is made voluntarily.

Gilead Sciences, Inc.

Stockholder Proposal on Independent Chair

April 8, 2022

We urge you to vote FOR Stockholder Proposal #5 requesting that the board adopt a policy that whenever possible and prospectively, that the chairperson of the board of directors be an independent director at the May 12, 2021 annual meeting of the Gilead Sciences, Inc (“Gilead” or the “Company”) stockholders. The proponents of this resolution are Gilead shareholders and members of the Investors for Opioid and Pharmaceutical Accountability (IOPA).

Rationale for a YES Vote

Gilead shareholders continue to suffer under the current combined CEO and Chair structure. Gilead’s stock significantly underperformed since Daniel O’Day’s tenure began in 2019 and over the last five years.

	Annualized Trailing Returns % (Mar 31, 2021)
	1 Yr	3 Yr	5 Yr
Gilead Sciences (GILD)ⁱ	-3.59	1.33	1.20
Sector: Drug Manufacturersⁱⁱ	22.40	13.88	11.98

59% of companies in the S&P 500 have separate CEO and chairman positions, an increase from 55% in 2020 and 37% in 2011.ⁱⁱⁱ When separating these roles, companies have made public commitments to strengthening their corporate governance, while also benefiting from the leadership skills and business experience of two different individuals.

This is not a proxy solicitation to vote your proxy. Please DO NOT send us your proxy card, as it will not be accepted. Vote your proxy according to the instructions set forth in Gilead Sciences’ proxy statement.

Non-Confidential

A board led by an independent chair would better oversee these risks and would best serve the interests of the Company’s shareholders. Looking beyond already disclosed legal settlements which includes a recent $1.25B settlement^iv over patent infringement, Gilead is facing tremendous financial and reputational risk that requires the guidance of an Independent Board Chair. For example, Gilead is facing the United States v. Gilead lawsuit is being watched closely^v and scheduled begin trial in June 2022 and was brought over Gilead’s HIV prevention product (Truvada and Descovy for use as Pre-Exposure Prophylaxis). Other outstanding lawsuits focus on product liability and anti-trust practices in which Gilead states “we can not predict the ultimate outcome” and could lead to “significant monetary damages.”

The Company asserts that the Board should have flexibility to choose an appropriate governance structure. We believe that this resolution offers sufficient flexibility to the Board to phase in this policy at the next CEO transition and offers opportunities to waive the policy when necessary.

The Company asserts that a Lead Independent Director ensures independent leadership and accountability. However, the Company’s list of responsibilities of the Lead Independent Director makes it clear that it is the Chairman that sets the agenda and the Lead Independent Director merely consults. We also question Mr. Lofton’s independence after serving on the board for over 12 years.

Vote FOR Proposal #5 requesting the board to adopt a policy that whenever possible and prospectively, that the chair be an independent director.

An independent chair is vital to ensure that challenging questions of strategy, governance, culture, compliance, and risk are being adequately addressed, discussed and independently overseen at the board level.

For further information, please contact Matthew Illian at matthew.illian@ucfunds.org or +1 (332) 219.8769

________________________

ⁱ https://www.morningstar.com/stocks/xnas/gild/trailing-returns, accessed on April 6, 2022

ⁱⁱ Sector return data available when viewing GILD returns: https://www.morningstar.com/stocks/xnas/gild/trailing-returns

ⁱⁱⁱ https://www.wsj.com/articles/microsofts-combination-of-ceo-and-chairman-roles-goes-against-trend-11623970653

^iv https://www.reuters.com/business/healthcare-pharmaceuticals/gsk-announces-125-bln-settlement-between-viiv-healthcare-gilead-2022-02-01/

^v https://www.prep4all.org/news/us-v-gilead-anniversary#:~:text=The%20lawsuit%20brought%20by%20DOJ%20and%20HHS%E2%80%94%20United,of%20patients%20living%20with%20and%20vulnerable%20to%20HIV.