GILD Gilead Sciences Inc

 

 

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 1, 2024

 

 

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 (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 February 1, 2024, at a meeting of the Board of Directors (the “Board”) of Gilead Sciences, Inc. (the “Company”), the Board increased the size of the Board from nine directors to ten directors and elected Ted W. Love, M.D., to serve on the Board, effective immediately after the close of such meeting. The Board also selected Dr. Love to serve on the Audit Committee of the Board, effective immediately upon the conclusion of the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), subject to his re-election as a director by the Company’s stockholders at such meeting. There is no arrangement or understanding between Dr. Love and any other persons pursuant to which Dr. Love was selected as a director, and there are no related party transactions involving Dr. Love that are reportable under Item 404(a) of Regulation S-K.

 

Dr. Love will participate in and receive compensation for his service on the Board for the remainder of the 2023-2024 service period in accordance with the Company’s standard non-employee director compensation programs, including grants to be made under the Company’s 2022 Equity Incentive Plan (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 23, 2023 in connection with the Company’s 2023 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 5, 2022.

 

A copy of the Company’s press release announcing Dr. Love’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 February 1, 2024.
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/ Deborah H. Telman
	Deborah H. Telman
	EVP, Corporate Affairs, General Counsel and Corporate Secretary

 

Date:

February 2, 2024

 

 

 

Exhibit 99.1

	Gilead Contacts:
	Jacquie Ross, Investors
	investor_relations@gilead.com
	Ashleigh Koss, Media
	public_affairs@gilead.com

 

TED LOVE, MD, JOINS GILEAD SCIENCES’ BOARD OF DIRECTORS

 

FOSTER CITY, Calif., Feb. 1, 2024 – Gilead Sciences, Inc. (Nasdaq: GILD) today announced that Ted Love, MD, has been appointed to the company’s Board of Directors.

 

Dr. Love is currently chair of the Board of Directors of the Biotechnology Innovation Organization and serves on the Boards of Directors of Royalty Pharma and Structure Therapeutics. Previously, he was the President and Chief Executive Officer of Global Blood Therapeutics, Inc. where he led the company from a pre-clinical startup to a global commercial company with a focus on sickle cell disease. Prior, he was Executive Vice President, Research and Development and Technical Operations at Onyx Pharmaceuticals, Inc.; President, Chief Executive Officer and Chairman of Nuvelo, Inc.; and Senior Vice President, Development at Theravance Biopharma, Inc. He began his biotech career at Genentech. Dr. Love earned his MD from the Yale School of Medicine and completed a residency in Internal Medicine and a fellowship in cardiology at Massachusetts General Hospital.

 

Known for championing access to care, Dr. Love received the William E. Proudford Sickle Cell Fund 2023 Distinguished Service Award for addressing ongoing healthcare disparities facing the sickle cell disease community. In 2023, he also earned the Spirit of the Heart Health Equity Champion Award from the Association of Black Cardiologists.

 

“We are delighted to welcome Ted Love to the Gilead Board of Directors,” said Daniel O’Day, Chairman and Chief Executive Officer of Gilead Sciences. “Ted is a highly respected executive leader with decades of experience in the biopharma industry, most recently as CEO of a global healthcare company. Ted also has a strong scientific background, and his focus on access and inclusion aligns perfectly with Gilead’s values. Ted will be a valuable addition to the Gilead Board as we continue to expand our impact on patients and communities worldwide.”

 

About Gilead Sciences

Gilead Sciences, Inc. is a biopharmaceutical company that has pursued and achieved breakthroughs in medicine for more than three decades, with the goal of creating a healthier world for all people. The company is committed to advancing innovative medicines to prevent and treat life-threatening diseases, including HIV, viral hepatitis, COVID-19, and cancer. Gilead operates in more than 35 countries worldwide, with headquarters in Foster City, California.

 

###

 

Gilead Sciences, Inc. 333 Lakeside Drive Foster City, CA 94404 USA phone 650 574 3000 facsimile 650 578 9264

www.gilead.com

 

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

 

 

 

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Cover [Abstract]
Document Type	8-K
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Entity Registrant Name	GILEAD SCIENCES, INC.
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Entity Address, Address Line One	333 LAKESIDE DRIVE
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Title of 12(b) Security	Common Stock, par value, $0.001 per share
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Security Exchange Name	NASDAQ
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