{"schema_version":"secwatch.filing_event.v1","accession":"0000882095-24-000016","form_type":"8-K","ticker":"GILD","cik":"0000882095","company_name":"GILEAD SCIENCES, INC.","filed_at":"2024-05-09T23:59:59+00:00","discovered_at":"2026-05-14T18:03:22.277416+00:00","generated_at":"2026-06-02T08:00:23.905277+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"Gilead stockholders approve officer exculpation amendment, elect directors, pass say-on-pay","bullets":["Officer exculpation amendment approved with 905.5M for, 101.7M against (85.6% support).","All nine director nominees elected; CEO Daniel O'Day received 939.1M for, 63.1M against.","Advisory say-on-pay passed with 928.7M for, 78.6M against (91.7% of votes cast).","Ernst & Young ratified as auditor with 1.04B for, 74.1M against.","Three stockholder proposals (employee board seat, abortion risk report, equity retention) all defeated by wide margins."],"urls":{"canonical":"https://secwatch.observer/filing/0000882095-24-000016","json":"https://secwatch.observer/filing/0000882095-24-000016.json","markdown":"https://secwatch.observer/filing/0000882095-24-000016.md","text":"https://secwatch.observer/filing/0000882095-24-000016.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/882095/000088209524000016/0000882095-24-000016-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/882095/000088209524000016/gild-20240508.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T08:00:23.905277+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"a83464edc018268fbba1dd667416df52ab94277a","claim":"GILEAD SCIENCES, INC.: Adopted amendments to the Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation under Section 102(b)(7) of the DGCL (effective 2024-05-08).","evidence_excerpt":"the Board of Directors (the “Board”) of Gilead Sciences, Inc. (the “Company”) adopted amendments to the Company’s Restated Certificate of Incorporation (the “Amendment”) to reflect new Delaware law provisions regarding officer exculpation under Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”). On May 8, 2024 , the Company’s stockholders approved the Amendment at the Company’s 2024 annual meeting of stockholders","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/882095/000088209524000016/0000882095-24-000016-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-05-08"}],"fact_type":"governance_change"},{"claim_id":"5bf558b1ffec08e636993aca61398ffe0b0caa38","claim":"GILEAD SCIENCES, INC. shareholders rejected Stockholder proposal requesting that the Board include one member from the Company’s non-management employees at the 2024-05-08 meeting.","evidence_excerpt":"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 59,235,065 Votes Against 946,161,838 Abstentions 3,768,421 Broker Non-Votes 106,243,270","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/882095/000088209524000016/0000882095-24-000016-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2024-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"62b1a8ecc35da51ca93130239bc9180519e49cae","claim":"GILEAD SCIENCES, INC. shareholders approved Amendment to the Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2024-05-08 meeting.","evidence_excerpt":"The Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. The proposal received the following votes: Vote For 905,468,022 Vote Against 101,692,634 Abstentions 2,004,668 Broker Non-Votes 106,243,270","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/882095/000088209524000016/0000882095-24-000016-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"6b202e0fcd8ccd5b63ad8c168e937ced0ba3010e","claim":"GILEAD SCIENCES, INC. shareholders approved Advisory approval of compensation of named executive officers as presented in the Proxy Statement at the 2024-05-08 meeting.","evidence_excerpt":"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 928,702,915 Votes Against 78,647,808 Abstentions 1,814,601 Broker Non-Votes 106,243,270","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/882095/000088209524000016/0000882095-24-000016-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"7f337196162706a672a08df26af7557d9af205b1","claim":"GILEAD SCIENCES, INC. shareholders rejected Stockholder proposal requesting that the Board adopt a policy requiring the Company’s named executive officers to retain at least 25% of net-after tax shares of stock acquired through equity pay programs until reaching normal retirement age (at least age 60) at the 2024-05-08 meeting.","evidence_excerpt":"The Company’s stockholders did not approve a stockholder proposal requesting that the Board adopt a policy requiring the Company’s named executive officers to retain at least 25% of net-after tax shares of stock acquired through equity pay programs until reaching normal retirement age (at least age 60). The proposal received the following votes: Votes For 361,356,676 Votes Against 645,764,310 Abstentions 2,044,338 Broker Non-Votes 106,243,270","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/882095/000088209524000016/0000882095-24-000016-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2024-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"8a787e97ac9dcc3ebbce7231bbf4c7e08e9fbe5a","claim":"GILEAD SCIENCES, INC. shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2024 at the 2024-05-08 meeting.","evidence_excerpt":"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, 2024. The proposal received the following votes: Votes For 1,039,381,050 Votes Against 74,100,517 Abstentions 1,927,027","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/882095/000088209524000016/0000882095-24-000016-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"8ee648218e6e3db803c8422f7ceecb54d08e63e8","claim":"GILEAD SCIENCES, INC. shareholders rejected Stockholder proposal requesting that the Board issue a report detailing the risks and costs to the Company caused by opposing or otherwise altering Company policy in response to state policies regulating abortion, and detailing any strategies beyond litigation and legal compliance that the Company m at the 2024-05-08 meeting.","evidence_excerpt":"The Company’s stockholders did not approve a stockholder proposal requesting that the Board issue a report detailing the risks and costs to the Company caused by opposing or otherwise altering Company policy in response to state policies regulating abortion, and detailing any strategies beyond litigation and legal compliance that the Company may deploy to minimize or mitigate these risks. The proposal received the following votes: Votes For 17,930,954 Votes Against 977,168,730 Abstentions 14,065,640 Broker Non-Votes 106,243,270","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/882095/000088209524000016/0000882095-24-000016-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2024-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"b21557d28be74e1dd727d3e4b4cc809bec02edc6","claim":"GILEAD SCIENCES, INC. shareholders approved Election of nine directors to serve for the next year and until their successors are elected and qualified at the 2024-05-08 meeting.","evidence_excerpt":"The Company’s stockholders elected nine directors to serve for the next year and until their successors are elected and qualified. The votes regarding the election of directors were as follows: Name Votes For Votes Against Abstentions Broker Non-Votes Jacqueline K. Barton, Ph.D. 995,391,975 12,399,781 1,373,568 106,243,270 Jeffrey A. Bluestone, Ph.D. 1,000,314,606 7,419,797 1,430,921 106,243,270 Sandra J. Horning, M.D. 985,486,994 22,304,826 1,373,504 106,243,270 Kelly A. Kramer 980,895,123 26,851,069 1,419,132 106,243,270 Ted W. Love, M.D. 1,002,644,132 5,021,345 1,499,847 106,243,270 Harish Manwani 968,115,418 39,518,665 1,531,241 106,243,270 Daniel P. O’Day 939,111,309 63,134,940 6,919,075 106,243,270 Javier J. Rodriguez 1,000,194,729 7,506,046 1,464,549 106,243,270 Anthony Welters 932,173,164 75,508,127 1,484,033 106,243,270","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/882095/000088209524000016/0000882095-24-000016-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-05-08"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}