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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): October 17, 2020

 

 

  

GILEAD SCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction
of incorporation)
0-19731
(Commission File No.)

94-3047598
(IRS Employer

Identification No.)

 

333 LAKESIDE DRIVE, FOSTER CITY, CALIFORNIA

(Address of principal executive offices)

 

94404

(Zip Code)

 

(650) 574-3000

(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:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common Stock, par value, $0.001 per share GILD The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(d)       Appointment of a Director.

 

On October 17, 2020, the Board of Directors (the Board) of Gilead Sciences, Inc. (the Company) elected Anthony Welters to serve on the Board, effective immediately. There is no arrangement or understanding between Mr. Welters and any other persons pursuant to which Mr. Welters was selected as a director, and there are no related party transactions involving Mr. Welters that are reportable under Item 404(a) of Regulation S-K.

 

Mr. Welters will participate in and receive compensation for his service on the Board for the remainder of the 2020-2021 compensation period in accordance with the Company’s standard non-employee director compensation programs, including grants to be made under the Company’s 2004 Equity Incentive Plan (as amended and restated, the Plan).

 

A description of the Plan and compensation practices for non-employee directors can be found in our Definitive Proxy Statement filed with the Securities and Exchange Commission (SEC) on March 24, 2020 in connection with the Company’s 2020 Annual Meeting of Stockholders. The Plan is attached as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2017.

 

A copy of the Company’s press release announcing Mr. Welter’s election to the Board is attached as Exhibit 99.1 to this report.

 

Item 9.01 Financial Statements and Exhibits

 

(d)       Exhibits

 

The following exhibit 99.1 is furnished pursuant to this Item 9.01.

 

Exhibit
Number
  Description
99.1  Press Release by Gilead Sciences, Inc. dated October 22, 2020.
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/ Brett A. Pletcher
  Brett A. Pletcher
  EVP, Corporate Affairs, General Counsel
and Corporate Secretary

 

Date:     October 22, 2020

 

 

 

 

Exhibit 99.1

 

 

 CONTACTS: Douglas Maffei, PhD, Investors
   (650) 522-2739
    
   Marni Kottle, Media
   (650) 522-5388

 

For Immediate Release

 

ANTHONY WELTERS JOINS GILEAD SCIENCES’ BOARD OF DIRECTORS

 

Foster City, Calif., October 22, 2020 – Gilead Sciences, Inc. (Nasdaq: GILD) announced today that Anthony Welters has been appointed to the company’s Board of Directors.

 

Mr. Welters retired in 2016 as Senior Adviser to the Office of the CEO of UnitedHealth Group (UHG), an organization that serves more than 100 million people worldwide through its health and well-being companies. During his tenure at UHG, Mr. Welters served as Executive Vice President and a Member of the Office of the CEO and led the company’s Public and Senior Markets Group. He joined UHG following its acquisition of AmeriChoice, a healthcare company he founded in 1989. He currently serves on the public boards of Loews Corporation and the Carlyle Group. He is the Executive Chairman of the BlackIvy Group, an organization focused on building and growing commercial enterprises in Sub-Saharan Africa; Chairman of Somatus, Inc., a value-based care company; and a member of the Board of Directors for Parachute Health, a healthcare technology platform company for clinicians, insurance companies and medical supply distributors. Mr. Welters is also Trustee Emeritus of the Morehouse School of Medicine Board of Trustees, Chairman Emeritus of the Board of New York University School of Law, as well as Vice Chairman of the Board of New York University and a Trustee of NYU Langone Medical Center.

 

“We are very pleased to welcome Tony Welters to our Board of Directors,” said Daniel O’Day, Chairman and Chief Executive Officer of Gilead Sciences. “Tony understands the urgency of delivering exceptional healthcare to communities most in need. His extensive experience in the health insurance and managed care industry will bring important perspective to our board as we continue our work to deliver transformational medicines to patients.”

 

About Gilead Sciences

 

Gilead Sciences, Inc. is a research-based biopharmaceutical company that discovers, develops and commercializes innovative medicines in areas of unmet medical need. The company strives to transform and simplify care for people with life-threatening illnesses around the world. Gilead has operations in more than 35 countries worldwide, with headquarters in Foster City, California.

 

# # #

 

For more information on Gilead Sciences, please visit the company’s website at www.gilead.com, follow Gilead on Twitter (@GileadSciences) or call Gilead Public Affairs at 1-800-GILEAD-5 or 1-650-574-3000.

 

Gilead Sciences, Inc. 333 Lakeside Drive Foster City, CA 94404 USA  www.gilead.com

phone 650 574 3000 facsimile 650 578 9264