Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

MarketScreener Homepage  >  Equities  >  Nasdaq  >  Gilead Sciences    GILD

GILEAD SCIENCES

(GILD)
  Report  
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
News SummaryMost relevantAll newsPress ReleasesOfficial PublicationsSector newsAnalyst Recommendations

GILEAD SCIENCES INC : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

share with twitter share with LinkedIn share with facebook
share via e-mail
0
05/09/2019 | 04:36pm EDT
Item 5.03.      Amendment to Articles of Incorporation or Bylaws; Change in
Fiscal Year.


On February 6, 2019, 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 allow stockholders to act by written consent. On May 8, 2019, the Company's stockholders approved the Amendment at the Company's 2019 annual meeting of stockholders (the "Annual Meeting"). The Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1. On the same day, the Board adopted the Company's Restated Certificate of Incorporation (the "Restated Charter"), which incorporates the provisions included in the Amendment and is attached to this Current Report on Form 8-K as Exhibit 3.2, and the Company's Amended and Restated Bylaws, which incorporate certain conforming changes and are attached to this Current Report on Form 8-K as Exhibit 3.3. The Restated Charter and the Amended and Restated Bylaws are incorporated by reference herein.


Item 5.07        Submission of Matters to a Vote of Security Holders.


The Annual Meeting was held on May 8, 2019 in Millbrae, California. Of the 1,274,896,000 shares of the Company's common stock entitled to vote at the meeting, 1,095,671,778 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 nine 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
John F. Cogan, Ph.D.           901,429,152     43,120,748       1,256,850       149,865,248
Jacqueline K. Barton, Ph.D.    933,218,584     11,676,686        911,480        149,865,248
Kelly A. Kramer                933,377,934     10,903,640       1,525,176       149,865,248
Kevin E. Lofton                923,725,142     21,026,743       1,054,865       149,865,248
Harish Manwani                 920,104,596     24,210,467       1,491,687       149,865,248
Daniel O'Day                   885,468,076     54,275,265       6,063,409       149,865,248
Richard J. Whitley, M.D.       927,915,717     16,589,017       1,302,016       149,865,248
Gayle E. Wilson                895,559,202     49,336,275        911,273        149,865,248
Per Wold-Olsen                 912,818,914     31,716,946       1,270,890       149,865,248



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, 2019. The proposal received the following votes:



                          Votes For       1,044,670,298
                          Votes Against      48,952,982
                          Abstentions         2,048,718



The Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to allow stockholders to act by written consent. The proposal received the following votes:



                         Votes For          930,507,107
                         Votes Against       13,338,534
                         Abstentions          1,961,109
                         Broker Non-Votes   149,865,248




                                       2

--------------------------------------------------------------------------------

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          867,339,843
                         Votes Against       76,182,745
                         Abstentions          2,284,162
                         Broker Non-Votes   149,865,248



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          270,205,399
                         Votes Against      672,499,046
                         Abstentions          3,102,305
                         Broker Non-Votes   149,865,248




The Company's stockholders did not approve a stockholder proposal requesting
that the Board issue a report describing how the Company plans to allocate tax
savings as a result of the Tax Cuts and Jobs Act. The proposal received the
following votes:



                         Votes For           20,843,155
                         Votes Against      917,471,363
                         Abstentions          7,492,232
                         Broker Non-Votes   149,865,248


Item 9.01                      Financial Statements and Exhibits



(d)                 Exhibits



Exhibit
Number                                  Description

3.1         Certificate of Amendment of Restated Certificate of Incorporation of
          Gilead Sciences, Inc., as amended May 8, 2019

3.2         Restated Certificate of Incorporation of Gilead Sciences, Inc., as
          amended May 8, 2019

3.3         Amended and Restated Bylaws of Gilead Sciences, Inc., as amended
          May 8, 2019




                                       3

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

share with twitter share with LinkedIn share with facebook
share via e-mail
0
Latest news on GILEAD SCIENCES
10/15New Gilead Sciences CFO Expected to Pursue More Deals to Expand Portfolio
DJ
10/15GILEAD SCIENCES INC : Change in Directors or Principal Officers, Financial State..
AQ
10/15GILEAD SCIENCES : Names Andrew Dickinson Chief Financial Officer
DJ
10/15GILEAD SCIENCES : Appoints Andrew Dickinson as Chief Financial Officer
BU
10/10GILEAD SCIENCES : Galapagos See Efficacy in Advanced Rheumatoid Arthritis Study
DJ
10/10GILEAD SCIENCES : to Release Third Quarter 2019 Financial Results on Thursday, O..
BU
10/08GILEAD SCIENCES : Submits New Drug Application for Filgotinib for the Treatment ..
BU
10/07Gilead Sciences Names Merdad Parsey Chief Medical Officer
DJ
10/07GILEAD SCIENCES : Appoints Merdad Parsey, MD, PhD as Chief Medical Officer
BU
10/07GILEAD SCIENCES : Presents New Data From the Company's HIV Clinical Development ..
AQ
More news