{"schema_version":"secwatch.filing_event.v1","accession":"0000882095-25-000022","form_type":"8-K","ticker":"GILD","cik":"0000882095","company_name":"GILEAD SCIENCES, INC.","filed_at":"2025-08-04T23:59:59+00:00","discovered_at":"2026-05-14T18:02:46.565856+00:00","generated_at":"2026-05-17T21:41:21.734406+00:00","sec_items":["5.03","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.25,"confidence":"high","headline":"Gilead amends bylaws to revise advance notice, proxy rules, and governance provisions","bullets":["Revised advance notice requirements for director nominations and stockholder proposals, including enhanced disclosure and universal proxy compliance.","Reserved white proxy card for exclusive use of the company; updates majority vote and board vacancy provisions.","Conformed stockholder meeting notice and list provisions to recent Delaware General Corporation Law amendments.","Added emergency governance provisions under DGCL Section 110; other clarifying and administrative changes."],"urls":{"canonical":"https://secwatch.observer/filing/0000882095-25-000022","json":"https://secwatch.observer/filing/0000882095-25-000022.json","markdown":"https://secwatch.observer/filing/0000882095-25-000022.md","text":"https://secwatch.observer/filing/0000882095-25-000022.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/882095/000088209525000022/0000882095-25-000022-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/882095/000088209525000022/gild-20250730.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T21:41:21.734406+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":"24ec952c360053def4139886632bce5c97955c15","claim":"GILEAD SCIENCES, INC.: Amended and restated bylaws to revise procedural and disclosure requirements for director nominations and stockholder proposals, reserve white proxy card, update provisions regarding adjournment and stockholder list under DGCL, clarify majority vote provisions, and add emergency condition provisions (effective 2025-07-30).","evidence_excerpt":"On July 30, 2025 , the Board of Directors (the “Board”) of Gilead Sciences, Inc. (the “Company”) approved an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), effective as of such date, in order to: • revise the procedural and disclosure requirements for the nomination of directors and the submission of proposals for consideration at meetings of the stockholders under the advance notice provisions (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including, without limitation, by: ◦ clarifying and enhancing the background information and disclosures required by or regarding proposing stockholders, proposed nominees and business, and other control persons or persons known to be acting in concert with a proposing stockholder, including with respect to certain plans or proposals of and any planned solicitation by such persons; ◦ clari","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/882095/000088209525000022/0000882095-25-000022-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2025-07-30"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}