8-KShareholder MattersExhibits & Filings

GILEAD SCIENCES, INC. 8-K Report, Shareholder Vote Results (May 8, 2025)

Filed May 8, 2025For Securities:GILD

Summary

Gilead Sciences, Inc. (GILD) filed an 8-K on May 7, 2025, reporting the results of its 2025 annual meeting of stockholders held on May 6, 2025. The meeting saw strong participation, with over 1.12 billion shares represented, ensuring a quorum. Key outcomes include the election of all nine director nominees, who will serve for the upcoming year. Stockholders also overwhelmingly ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025. Furthermore, shareholders provided advisory approval for the compensation of the Company's Named Executive Officers. However, several stockholder proposals did not receive sufficient support. These included proposals requesting the CEO pay ratio factor be included in executive compensation programs, the adoption of an independent Board Chair policy, a comprehensive human rights policy, and a report on the risks of DEI practices for contractors. The overwhelming rejection of these proposals suggests shareholder alignment with the current board and management's approach to these governance and policy matters.

Key Highlights

  • 1All nine director nominees were elected by stockholders to serve for the upcoming year.
  • 2Ernst & Young LLP was ratified as Gilead's independent registered public accounting firm for the fiscal year ending December 31, 2025, with a significant majority of votes.
  • 3Stockholders provided advisory approval for the compensation of Named Executive Officers.
  • 4A proposal to include the CEO pay ratio factor in executive compensation programs was not approved.
  • 5A proposal requesting an independent Board Chair policy was not approved.
  • 6Stockholder proposals concerning a comprehensive human rights policy and a report on DEI practices for contractors also failed to gain approval.
  • 7A substantial majority of outstanding shares (over 1.12 billion) were represented at the annual meeting, indicating strong shareholder engagement.

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