UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| 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 June 14, 2020, the Board of Directors (the Board) of Gilead Sciences, Inc. (the Company) elected Javier J. Rodriguez to serve on the Board, effective June 15, 2020. There is no arrangement or understanding between Mr. Rodriguez and any other persons pursuant to which Mr. Rodriguez was selected as a director, and there are no related party transactions involving Mr. Rodriguez that are reportable under Item 404(a) of Regulation S-K.
Mr. Rodriguez will participate in the Company’s standard non-employee director compensation programs. Pursuant to these arrangements, as compensation for his service on the Board, Mr. Rodriguez will receive:
(1) A pro-rated equity grant, consisting of options to purchase 8,667 shares of the Company’s common stock and restricted stock units covering an additional 1,838 shares of the Company’s common stock. These grants will be made under the Company’s 2004 Equity Incentive Plan (as amended and restated, the Plan) and represent his equity compensation for the 2020-2021 service period.
(2) A pro-rated cash retainer in the amount of $3,287.67 for service through June 30, 2020.
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. Rodriguez’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 June 16, 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: June 16, 2020