8-K
filed May 5, 2023, 7:59 PM ET
ticker GILD
CIK 0000882095
other
confidence high
sentiment neutral
materiality 0.40
Gilead stockholders approve director slate, ESPP amendments; three shareholder proposals defeated
GILEAD SCIENCES, INC.
- All nine director nominees elected with majority support; highest vote for Bluestone (995.9M for), lowest for Lofton (925.9M for).
- Ernst & Young ratified as auditor for FY2023 with 1,047M for vs 63.8M against.
- Say-on-pay passed with 919.1M for (92.0% of votes cast); future votes set to annual.
- ESPP amendments approved (996.9M for) authorizing additional 25M shares, plan extended to 2033.
- Three stockholder proposals defeated: proxy access nominee (7.4M for), special meeting rights (46.4M for), patent exclusivity report (165.4M for).
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
GILEAD SCIENCES, INC. shareholders approved Advisory vote on compensation of Named Executive Officers at the 2023-05-03 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-03
Exact text from the filing
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 919,145,382 Votes Against 79,500,105 Abstentions 3,262,916 Broker Non-Votes 110,490,647
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
GILEAD SCIENCES, INC. shareholders approved Election of nine directors at the 2023-05-03 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-03
Exact text from the filing
The votes regarding the election of directors were as follows: Name Votes For Votes Against Abstentions Broker Non-Votes Jacqueline K. Barton, Ph.D. 986,415,013 13,491,911 2,001,479 110,490,647 Jeffrey A. Bluestone, Ph.D. 995,919,933 3,943,946 2,044,524 110,490,647 Sandra J. Horning, M.D. 981,121,155 18,770,573 2,016,675 110,490,647 Kelly A. Kramer 966,965,833 32,909,136 2,033,434 110,490,647 Kevin E. Lofton 925,933,861 73,885,649 2,088,893 110,490,647 Harish Manwani 959,762,789 40,053,322 2,092,292 110,490,647 Daniel P. O’Day 923,236,835 70,663,044 8,008,564 110,490,647 Javier J. Rodriguez 993,470,838 6,361,800 2,075,765 110,490,647 Anthony Welters 952,610,095 44,579,806 4,718,502 110,490,647
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
GILEAD SCIENCES, INC. shareholders rejected Stockholder proposal requesting the Board implement a process to nominate at least one more candidate than the number of directors to be elected at the 2023-05-03 meeting.
- Proposal
- director election
- Outcome
- failed
- Meeting
- 2023-05-03
Exact text from the filing
The Company’s stockholders did not approve a stockholder proposal requesting the Board implement a process to nominate at least one more candidate than the number of directors to be elected. The proposal received the following votes: Votes For 7,422,311 Votes Against 982,909,852 Abstentions 11,576,240 Broker Non-Votes 110,490,647
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
GILEAD SCIENCES, INC. shareholders approved Advisory vote on frequency of future advisory stockholder votes on executive compensation at the 2023-05-03 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-03
Exact text from the filing
The Company’s stockholders voted, on an advisory basis, on the frequency of future advisory stockholder votes on executive compensation. The frequency receiving the most votes was 1 Year. The proposal received the following votes: 1 Year 985,408,193 2 Years 947,804 3 Years 14,113,020 Abstentions 1,439,386 Broker Non-Votes 110,490,647
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
GILEAD SCIENCES, INC. shareholders rejected Stockholder proposal requesting the Board amend the company governing documents to give street name shares and non-street name shares an equal right to call a special stockholder meeting at the 2023-05-03 meeting.
- Outcome
- failed
- Meeting
- 2023-05-03
Exact text from the filing
The Company’s stockholders did not approve a stockholder proposal requesting the Board amend the company governing documents to give street name shares and non-street name shares an equal right to call a special stockholder meeting. The proposal received the following votes: Votes For 46,426,089 Votes Against 940,591,356 Abstentions 14,890,958 Broker Non-Votes 110,490,647
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
GILEAD SCIENCES, INC. shareholders approved Ratification of selection of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-05-03 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-03
Exact text from the filing
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, 2023. The proposal received the following votes: Votes For 1,047,348,600 Votes Against 63,802,874 Abstentions 1,247,576
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
GILEAD SCIENCES, INC. shareholders rejected Stockholder proposal requesting a report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents at the 2023-05-03 meeting.
- Outcome
- failed
- Meeting
- 2023-05-03
Exact text from the filing
The Company’s stockholders did not approve a stockholder proposal requesting a report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents. The proposal received the following votes: Votes For 165,422,837 Votes Against 824,383,326 Abstentions 12,102,240 Broker Non-Votes 110,490,647
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
GILEAD SCIENCES, INC. shareholders approved Approval of amendment and restatement of Employee Stock Purchase Plan and International Employee Stock Purchase Plan at the 2023-05-03 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-05-03
Exact text from the filing
The Company’s stockholders approved an amendment and restatement of the Gilead Sciences, Inc. Employee Stock Purchase Plan and the Gilead Sciences, Inc. International Employee Stock Purchase Plan. The proposal received the following votes: Votes For 996,900,619 Votes Against 3,074,231 Abstentions 1,933,553 Broker Non-Votes 110,490,647
View on SEC.gov
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