Summary
Gilead Sciences, Inc. filed an 8-K on May 9, 2019, to report on key corporate governance matters and the outcomes of its 2019 Annual Meeting of Stockholders held on May 8, 2019. The most significant event reported is the stockholder approval of an amendment to the Company's Restated Certificate of Incorporation, which will now permit stockholders to act by written consent. This change enhances shareholder rights by allowing for actions to be taken outside of formal meetings. The filing also details the voting results for the election of nine directors, the ratification of Ernst & Young LLP as the independent registered public accounting firm, and advisory votes on executive compensation. Notably, two shareholder proposals—one requesting an independent Board Chairperson and another seeking a report on the allocation of tax savings from the Tax Cuts and Jobs Act—did not receive majority approval from the stockholders.
Key Highlights
- 1Gilead's stockholders approved an amendment to the Restated Certificate of Incorporation to allow stockholders to act by written consent.
- 2The Company's 2019 Annual Meeting of Stockholders was held on May 8, 2019, where nine directors were elected.
- 3Ernst & Young LLP was ratified as Gilead's independent registered public accounting firm for the fiscal year ending December 31, 2019.
- 4Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.
- 5A shareholder proposal requesting an independent Chairperson of the Board was not approved.
- 6A shareholder proposal requesting a report on the allocation of tax savings from the Tax Cuts and Jobs Act was not approved.
- 7The filing includes the amended Certificate of Incorporation and Amended and Restated Bylaws as exhibits.