8-K – 2026-05-04 – gild-20260430.htm

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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): April 30, 2026

GILEAD SCIENCES, INC.
(Exact name of registrant as specified in its charter)

Delaware 000-19731 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 5.07    Submission of Matters to a Vote of Security Holders.
The 2026 annual meeting of stockholders (the “Annual Meeting”) of Gilead Sciences, Inc. (the “Company”) was held on April 30, 2026. Of the 1,241,222,013 shares of the Company’s common stock entitled to vote at the Annual Meeting, 1,130,179,690 shares were represented at the beginning of the meeting in person or by proxy, which constituted a quorum. The voting results are presented below.
The Company’s stockholders elected nine directors to serve for the next year and until their successors are elected and qualified. The votes regarding the election of directors were as follows:

Name Votes For Votes Against Abstentions Broker Non-Votes
Jacqueline K. Barton, Ph.D. 1,013,176,696  21,056,724  938,657  95,008,389 
Jeffrey A. Bluestone, Ph.D. 1,017,337,149  16,873,041  961,887  95,008,389 
Sandra J. Horning, M.D. 1,002,426,858  31,078,619  1,666,600  95,008,389 
Kelly A. Kramer 995,947,854  38,240,224  983,999  95,008,389 
Ted W. Love, M.D. 1,016,607,688  17,592,385  972,004  95,008,389 
Harish Manwani 995,710,468  38,469,820  991,789  95,008,389 
Daniel P. O’Day 980,597,212  50,179,985  4,394,880  95,008,389 
Javier J. Rodriguez 1,019,197,783  15,002,200  972,094  95,008,389 
Anthony Welters 992,619,897  40,842,646  1,709,534  95,008,389 

The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received the following votes:

Votes For 1,046,350,569 
Votes Against 82,831,295 
Abstentions 998,602 

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s Named Executive Officers as presented in the Proxy Statement. The proposal received the following votes:

Votes For 954,325,805 
Votes Against 77,503,947 
Abstentions 3,342,325 
Broker Non-Votes 95,008,389 

The Company’s stockholders approved the amended and restated Gilead Sciences, Inc. 2022 Equity Incentive Plan. The proposal received the following votes:

Vote For 970,290,586 
Vote Against 62,501,433 
Abstentions 2,380,058 
Broker Non-Votes 95,008,389 

The Company’s stockholders did not approve a stockholder proposal requesting an independent Board Chair policy. The proposal received the following votes:

Votes For 280,044,780 
Votes Against 752,716,225 
Abstentions 2,411,072 
Broker Non-Votes 95,008,389 

The Company’s stockholders did not approve a stockholder proposal requesting a report on the impact of extended patent exclusivities on patient access. The proposal received the following votes:

Votes For 134,042,210 
Votes Against 886,986,584 
Abstentions 14,143,283 
Broker Non-Votes 95,008,389 

The Company’s stockholders did not approve a stockholder proposal requesting a report on the risks of ESG and DEI executive compensation metrics. The proposal received the following votes:

Votes For 7,262,421 
Votes Against 1,022,330,186 
Abstentions 5,579,470 
Broker Non-Votes 95,008,389 

Item 9.01 - Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:

Exhibit No. Description
10.1
Gilead Sciences, Inc. 2022 Equity Incentive Plan, amended and restated April 30, 2026

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/ Keeley M. Cain Wettan
Keeley M. Cain Wettan
Executive Vice President, General Counsel, Legal and Compliance, and Secretary

Date: May 04, 2026