Current Report Filing (8-k)
07 February 2023 - 8:07AM
Edgar (US Regulatory)
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0000882095
2023-02-06
2023-02-06
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iso4217:USD
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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): February 6, 2023
GILEAD SCIENCES, INC.
(Exact name of registrant
as specified in its charter)
Delaware |
0-19731 |
94-3047598 |
(State or Other Jurisdiction of
Incorporation) |
(Commission File No.) |
(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 (§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 ¨
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective February 6,
2023, the Board of Directors (the “Board”) of Gilead Sciences, Inc., a Delaware corporation (the “Company”),
adopted Amended and Restated Bylaws to reduce the ownership threshold required to call a special meeting of stockholders to provide that
one or more stockholders owning in the aggregate not less than fifteen percent (15%) of the Company’s outstanding common stock shall
have the right to call a special meeting. Such ownership threshold was previously set at not less than twenty percent (20%) of the Company’s
outstanding common stock.
The foregoing description
is qualified in its entirety by the full text of the Company’s Amended and Restated Bylaws, a copy of which is filed as Exhibit
3.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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/ Deborah H. Telman |
|
Deborah H. Telman |
|
EVP, Corporate Affairs, General Counsel and Corporate Secretary |
Date: February
6, 2023
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