Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
GILD > SEC Filings for GILD > Form 8-K on 8-May-2014All Recent SEC Filings

Show all filings for GILEAD SCIENCES INC

Form 8-K for GILEAD SCIENCES INC


8-May-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission o


Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 7, 2014, at the 2014 Annual Meeting of Stockholders (the Annual Meeting) of Gilead Sciences, Inc. (Gilead), the stockholders of Gilead approved an amendment to Gilead's Restated Certificate of Incorporation to designate Delaware Chancery Court as the exclusive forum for certain legal actions. The Restated Certificate of Incorporation, as amended through May 7, 2014, is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated by reference herein.



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

The Annual Meeting was held on May 7, 2014 in Millbrae, California. Of the 1,537,853,414 shares of the Company's common stock entitled to vote at the meeting, 1,347,291,083 shares were represented at the meeting in person or by proxy, constituting a quorum. The voting results are presented below. Gilead's stockholders elected 10 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                   Shares Voted For     Shares Voted Against     Votes Withheld        Broker Non-Votes
John F. Cogan            1,221,664,955           6,576,789             3,697,398              115,351,928
Etienne F. Davignon      1,215,257,939           12,772,951            3,908,252              115,351,928
Carla A. Hills           1,222,070,204           5,596,924             4,272,014              115,351,928
Kevin E. Lofton          1,221,763,317           6,460,762             3,715,063              115,351,928
John W. Madigan          1,219,959,725           7,993,451             3,985,966              115,351,928
John C. Martin           1,196,377,564           26,939,627            8,621,951              115,351,928
Nicholas G. Moore        1,220,950,380           7,313,305             3,675,457              115,351,928
Richard J. Whitley       1,222,948,927           5,275,536             3,714,679              115,351,928
Gayle E. Wilson          1,209,940,552           17,491,328            4,507,262              115,351,928
Per Wold-Olsen           1,224,294,149           3,954,837             3,690,156              115,351,928

Gilead's stockholders ratified the selection of Ernst & Young LLP by the Audit Committee of Gilead's Board of Directors as its independent registered public accounting firm for the fiscal year ending December 31, 2014. The proposal received the following votes:

Votes For     1,319,347,315
Votes Against    24,436,866
Abstentions       3,506,902

Gilead's stockholders approved an amendment to Gilead's Restated Certificate of Incorporation to designate Delaware Chancery Court as the exclusive forum for certain legal actions. The proposal received the following votes:

Votes For        826,379,771
Votes Against    402,305,485
Abstentions        3,253,899

Broker Non-Votes 115,351,928



Gilead's stockholders approved the advisory resolution approving the
compensation of Gilead's named executive officers as presented in its 2014 proxy
statement related to the Annual Meeting. The proposal received the following
votes:
Votes For        1,202,801,103
Votes Against       23,597,368
Abstentions          5,540,684
Broker Non-Votes   115,351,928


Gilead's stockholders did not approve a stockholder proposal requesting that Gilead's Board of Directors adopt a policy that the Chairman of the Board of Directors be an independent director. The proposal received the following votes:

Votes For        401,935,319
Votes Against    825,562,847
Abstentions        4,440,989

Broker Non-Votes 115,351,928



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

Votes For        587,636,626
Votes Against    637,162,358
Abstentions        7,140,171

Broker Non-Votes 115,351,928



Gilead's stockholders did not approve a stockholder proposal requesting that
Gilead's Board of Directors adopt a policy that incentive compensation for the
Chief Executive Officer include non-financial measures based on patient access
to Gilead's medicines. The proposal received the following votes:
Votes For           26,726,195
Votes Against    1,048,057,432
Abstentions        157,155,528
Broker Non-Votes   115,351,928



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number    Description
          Restated Certificate of Incorporation of Gilead Sciences, Inc., as
  3.1     amended through May 7, 2014


  Add GILD to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for GILD - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.