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GILEAD SCIENCES INC FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 8, 2014



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



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Source: Edgar Glimpses


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