UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Gilead Sciences, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”) in a virtual-only format on May 6, 2020. Of the 1,259,015,170 shares of the Company’s common stock entitled to vote at the Annual Meeting, 1,086,605,018 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 eight 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. | 925,754,360 | 17,417,259 | 1,081,322 | 142,352,077 | ||||||||||||
| Sandra J. Horning, M.D. | 940,675,097 | 2,503,838 | 1,074,006 | 142,352,077 | ||||||||||||
| Kelly A. Kramer | 936,103,077 | 6,916,212 | 1,233,652 | 142,352,077 | ||||||||||||
| Kevin E. Lofton | 903,494,557 | 34,142,209 | 6,616,175 | 142,352,077 | ||||||||||||
| Harish Manwani | 865,116,078 | 77,884,070 | 1,252,793 | 142,352,077 | ||||||||||||
| Daniel P. O’Day | 886,840,307 | 54,412,258 | 3,000,376 | 142,352,077 | ||||||||||||
| Richard J. Whitley, M.D. | 913,620,679 | 29,462,550 | 1,169,712 | 142,352,077 | ||||||||||||
| Per Wold-Olsen | 895,920,469 | 47,038,879 | 1,293,593 | 142,352,077 | ||||||||||||
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, 2020. The proposal received the following votes:
| Votes For | 1,038,105,703 | |||
| Votes Against | 46,766,472 | |||
| Abstentions | 1,732,843 |
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 | 787,710,269 | |||
| Votes Against | 154,377,811 | |||
| Abstentions | 2,164,861 | |||
| Broker Non-Votes | 142,352,077 |
The Company’s stockholders did not approve a stockholder proposal requesting that the Board adopt a policy that the Chairperson of the Board be an independent director. The proposal received the following votes:
| Votes For | 409,728,849 | |||
| Votes Against | 531,494,861 | |||
| Abstentions | 3,029,231 | |||
| Broker Non-Votes | 142,352,077 |
The Company’s stockholders did not approve a stockholder proposal requesting that the Board eliminate the ownership threshold for stockholders to request a record date to take action by written consent. The proposal received the following votes:
| Votes For | 89,181,139 | |||
| Votes Against | 852,016,384 | |||
| Abstentions | 3,055,418 | |||
| Broker Non-Votes | 142,352,077 |
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 8, 2020