GILEAD SCIENCES,INC. (NASDAQ:GILD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

GILEAD SCIENCES,INC. (NASDAQ:GILD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Approval of a Restatement of the Gilead Sciences, Inc. 2004
Equity Incentive Plan

On February2, 2017 the Board of Directors (the Board) of Gilead
Sciences, Inc. (Gilead) approved an amendment and restatement of
the Gilead Sciences, Inc. 2004 Equity Incentive Plan (the 2017
Restatement), subject to stockholder approval. A summary of the
principal features of the 2017 Restatement is set forth under
Proposal 3 of Gileads definitive proxy statement filed with the
Securities and Exchange Commission on March27, 2017 (the 2017
Proxy Statement), which description is incorporated herein by
reference.

The 2017 Restatement was approved by Gileads stockholders at the
2017 Annual Meeting of Stockholders on May10, 2017 (the Annual
Meeting). The foregoing summary of the 2017 Restatement does not
purport to be complete and is qualified in its entirety by
reference to the provisions of the 2017 Restatement itself, which
is attached to this Current Report on Form 8-K as Exhibit 10.1
and is incorporated by reference herein.

Item5.07 Submission of Matters to a Vote of Security
Holders.

The Annual Meeting was held on May10, 2017 in Millbrae,
California. Of the 1,307,236,587 shares of Gileads common stock
entitled to vote at the meeting, 1,085,233,244 shares were
represented at the meeting in person or by proxy, constituting a
quorum. The voting results are presented below.

Gileads stockholders elected nine directors to serve for the
ensuing 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

John F. Cogan, Ph.D.

868,477,031 14,232,583 1,408,371 201,115,259

Kelly A. Kramer

875,603,893 7,440,873 1,073,219 201,115,259

Kevin E. Lofton

866,091,155 16,668,449 1,358,381 201,115,259

John C. Martin, Ph.D.

868,733,909 14,199,736 1,184,340 201,115,259

John F. Milligan, Ph.D.

874,995,625 7,932,095 1,190,265 201,115,259

Nicholas G. Moore

854,869,258 27,874,699 1,374,028 201,115,259

Richard J. Whitley, M.D.

870,994,332 10,062,386 3,061,267 201,115,259

Gayle E. Wilson

857,686,621 25,363,020 1,068,344 201,115,259

Per Wold-Olsen

863,519,262 19,180,773 1,417,950 201,115,259

Gileads stockholders ratified the selection of Ernst Young LLP by
the Audit Committee of the Board as its independent registered
public accounting firm of Gilead for the fiscal year ending
December31, 2017. The proposal received the following votes:

Votes For

1,059,492,918

Votes Against

23,285,166

Abstentions

2,455,160

Gileads stockholders approved a restatement of the Gilead
Sciences, Inc. 2004 Equity Incentive Plan. The proposal received
the following votes:

Votes For

794,259,552

Votes Against

87,821,819

Abstentions

2,036,614

Broker Non-Votes

201,115,259

Gileads stockholders approved, on an advisory basis, the
compensation of Gileads named executive officers as presented in
the 2017 Proxy Statement. The proposal received the following
votes:

Votes For

823,196,853

Votes Against

57,074,924

Abstentions

3,846,208

Broker Non-Votes

201,115,259

Gileads stockholders voted, on an advisory basis, as to the
frequency with which executive compensation will be subject to
future advisory stockholder votes, for one year. The proposal
received the following votes:

Votes For 1 Year

768,463,295

Votes For 2 Years

1,764,886

Votes For 3 Years

112,349,278

Abstentions

1,540,526

Broker Non-Votes

201,115,259

Gileads stockholders did not approve a stockholder proposal
requesting that the Board take steps to permit stockholder action
by written consent. The proposal received the following votes:

Votes For

427,578,402

Votes Against

453,540,611

Abstentions

2,998,972

Broker Non-Votes

201,115,259

Gileads stockholders did not approve a stockholder proposal
requesting that the Board take steps to adopt a policy that the
Chairman of the Board be an independent director. The proposal
received the following votes:

Votes For

390,628,850

Votes Against

491,331,404

Abstentions

2,157,731

Broker Non-Votes

201,115,259

SECTION9 FINANCIAL STATEMENTS AND EXHIBITS

Item9.01 Financial Statements and Exhibits
(d) Exhibits

Exhibit Number

Description

10.1 Gilead Sciences, Inc. 2004 Equity Incentive Plan, as amended
and restated May 10, 2017


About GILEAD SCIENCES, INC. (NASDAQ:GILD)

Gilead Sciences, Inc. is a research-based biopharmaceutical company that discovers, develops and commercializes medicines in areas of unmet medical need. The Company’s portfolio of products and pipeline of investigational drugs includes treatments for Human Immunodeficiency Virus/Acquired Immune Deficiency Syndrome (HIV/AIDS), liver diseases, cancer, inflammatory and respiratory diseases and cardiovascular conditions. Its products for HIV/AIDS patients include Descovy, Odefsey, Genvoya, Stribild, Complera/Eviplera, Truvada, Emtriva, Tybost and Vitekta. Its products for patients with liver diseases include Vemlidy, Epclusa, Harvoni, Sovaldi, Viread and Hepsera. It offers Zydelig to patients with hematology/oncology diseases. Its products for patients with various cardiovascular diseases include Letairis, Ranexa and Lexiscan. Its products for various inflammation/respiratory diseases include Cayston and Tamiflu. It had operations in more than 30 countries, as of December 31, 2016.

GILEAD SCIENCES, INC. (NASDAQ:GILD) Recent Trading Information

GILEAD SCIENCES, INC. (NASDAQ:GILD) closed its last trading session down -0.65 at 66.06 with 8,055,549 shares trading hands.

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