8-K

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): July 17, 2019

GILEAD SCIENCES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	0-19731	94-3047598
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. 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)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFD 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 (§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 o

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. o

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02Departure of Directors or Certain Officers

(b) Departure of Certain Officers

On July 17, 2019, Gilead Sciences, Inc., a Delaware corporation (the “Company”), announced that John G. McHutchison has decided to step down from his position as the Company’s Chief Scientific Officer, Head of Research and Development, effective as of August 2, 2019 (the “Separation Date”).

In connection with Dr. McHutchison’s voluntary departure, the Company and Dr. McHutchison entered into a transition services and general release agreement (the “Transition Agreement”).  Under the Transition Agreement, Dr. McHutchison has agreed to continue his employment with the Company through the Separation Date, and, subject to Dr. McHutchison executing a general release in favor of the Company and otherwise complying with the terms of the Transition Agreement, the Company will pay Dr. McHutchison a lump sum payment of $1,100,000.  Dr. McHutchison also will be subject to non-disparagement, employee non-solicitation and cooperation covenants under the terms of the Transition Agreement.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01Financial Statements and Exhibits

(d)     Exhibits

The Company’s press release is furnished as Exhibit 99.1 to this Form 8-K.

Exhibit Number	Description
99.1	Press Release, issued by Gilead Sciences, Inc. on July 17, 2019.

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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.

/s/ Brett A. Pletcher

Brett A. Pletcher

EVP, General Counsel and Corporate Secretary

Date:    July 17, 2019

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EX-99.1

Exhibit 99.1

CONTACTS:	Sung Lee, Investors
	(650) 524-7792
	Amy Flood, Media
	(650) 522-5643

For Immediate Release

GILEAD  SCIENCES’  CHIEF  SCIENTIFIC  OFFICER  JOHN MCHUTCHISON

TO LEAVE THE COMPANY

Foster City, Calif., July 17, 2019 — Gilead Sciences, Inc. (Nasdaq: GILD) announced today that John McHutchison, AO, MD, Chief Scientific Officer and Head of Research & Development, has decided to leave the company, effective next month.  The company will immediately commence a search for his successor.

Dr. McHutchison joined Gilead in 2010 and under his leadership, Gilead has developed five medicines that have been used by more than 3.2 million people around the world for the curative treatment of chronic hepatitis C, and treatment of chronic hepatitis B. He also oversaw the company’s expansion into oncology with the development of Gilead’s first cancer medicine, Zydelig® (idelalisib). He was appointed Chief Scientific Officer in March 2018. During his tenure, he has been responsible for broadening and overseeing the company’s Research and Development pipeline, advancing candidates in new therapeutic areas, including oncology, cell therapy and inflammation.

“Over the past nine years, John’s scientific contributions and leadership have played an instrumental role in shaping our research efforts and in improving care for millions of patients with life-threatening illnesses,” said Daniel O’Day, Chairman and Chief Executive Officer of Gilead. “Under his guidance, the company was able to rapidly advance our hepatitis C portfolio, enabling therapies to reach people in need at an unprecedented pace, and he has continued to build on that work by helping the company expand its therapeutic areas of focus. We are grateful to John for his many contributions and wish him the best.”

“It has been a privilege to work alongside many exceptionally talented scientists,” said Dr. McHutchison. “I am grateful for the opportunity to make a difference in the lives of people with serious illnesses and confident that Gilead will continue to advance important new medicines for generations of patients to come.”

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.

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For more information about Gilead, please visit the company’s website at www.gilead.com, follow Gilead on Twitter (@Gilead Sciences) 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