Gilead Sciences Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$GILD
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 30, 2026
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices)
(Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2026 annual meeting of stockholders (the “Annual Meeting”) of Gilead Sciences, Inc. (the “Company”) was held on April 30, 2026. Of the 1,241,222,013 shares of the Company’s common stock entitled to vote at the Annual Meeting, 1,130,179,690 shares were represented at the beginning of the meeting in person or by proxy, which constituted 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. The votes regarding the election of directors were as follows:
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Jacqueline K. Barton, Ph.D. | 1,013,176,696 | 21,056,724 | 938,657 | 95,008,389 | ||||||||||||||||||||||
| Jeffrey A. Bluestone, Ph.D. | 1,017,337,149 | 16,873,041 | 961,887 | 95,008,389 | ||||||||||||||||||||||
| Sandra J. Horning, M.D. | 1,002,426,858 | 31,078,619 | 1,666,600 | 95,008,389 | ||||||||||||||||||||||
| Kelly A. Kramer | 995,947,854 | 38,240,224 | 983,999 | 95,008,389 | ||||||||||||||||||||||
| Ted W. Love, M.D. | 1,016,607,688 | 17,592,385 | 972,004 | 95,008,389 | ||||||||||||||||||||||
| Harish Manwani | 995,710,468 | 38,469,820 | 991,789 | 95,008,389 | ||||||||||||||||||||||
| Daniel P. O’Day | 980,597,212 | 50,179,985 | 4,394,880 | 95,008,389 | ||||||||||||||||||||||
| Javier J. Rodriguez | 1,019,197,783 | 15,002,200 | 972,094 | 95,008,389 | ||||||||||||||||||||||
| Anthony Welters | 992,619,897 | 40,842,646 | 1,709,534 | 95,008,389 | ||||||||||||||||||||||
The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received the following votes:
| Votes For | 1,046,350,569 | |||||||
| Votes Against | 82,831,295 | |||||||
| Abstentions | 998,602 | |||||||
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 | 954,325,805 | |||||||
| Votes Against | 77,503,947 | |||||||
| Abstentions | 3,342,325 | |||||||
| Broker Non-Votes | 95,008,389 | |||||||
The Company’s stockholders approved the amended and restated Gilead Sciences, Inc. 2022 Equity Incentive Plan. The proposal received the following votes:
| Vote For | 970,290,586 | |||||||
| Vote Against | 62,501,433 | |||||||
| Abstentions | 2,380,058 | |||||||
| Broker Non-Votes | 95,008,389 | |||||||
The Company’s stockholders did not approve a stockholder proposal requesting an independent Board Chair policy. The proposal received the following votes:
| Votes For | 280,044,780 | |||||||
| Votes Against | 752,716,225 | |||||||
| Abstentions | 2,411,072 | |||||||
| Broker Non-Votes | 95,008,389 | |||||||
The Company’s stockholders did not approve a stockholder proposal requesting a report on the impact of extended patent exclusivities on patient access. The proposal received the following votes:
| Votes For | 134,042,210 | |||||||
| Votes Against | 886,986,584 | |||||||
| Abstentions | 14,143,283 | |||||||
| Broker Non-Votes | 95,008,389 | |||||||
The Company’s stockholders did not approve a stockholder proposal requesting a report on the risks of ESG and DEI executive compensation metrics. The proposal received the following votes:
| Votes For | 7,262,421 | |||||||
| Votes Against | 1,022,330,186 | |||||||
| Abstentions | 5,579,470 | |||||||
| Broker Non-Votes | 95,008,389 | |||||||
Item 9.01 - Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
| Exhibit No. | Description | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GILEAD SCIENCES, INC. | ||
| (Registrant) | ||
| /s/ Keeley M. Cain Wettan | ||
| Keeley M. Cain Wettan | ||
| Executive Vice President, General Counsel, Legal and Compliance, and Secretary | ||
Date: May 04, 2026