8-K
Gilead Sciences, Inc. (GILD)
View as plain text
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 EVENTREPORTED): December 7, 2020
GILEAD SCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware<br><br>(State or other jurisdiction<br><br>of incorporation) | 0-19731<br><br>(Commission File No.) | 94-3047598<br><br> (IRS Employer<br><br> <br>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<br><br> 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 December 7, 2020, the Board of Directors (the Board) of Gilead Sciences, Inc. (the Company) elected Jeffrey A. Bluestone, Ph.D. to serve on the Board and the Science Committee of the Board, effective immediately. There is no arrangement or understanding between Dr. Bluestone and any other persons pursuant to which Dr. Bluestone was selected as a director, and there are no related party transactions involving Dr. Bluestone that are reportable under Item 404(a) of Regulation S-K.
Dr. Bluestone will participate in and receive compensation for his service on the Board for the remainder of the 2020-2021 compensation period in accordance with the Company’s standard non-employee director compensation programs, including grants to be made under the Company’s 2004 Equity Incentive Plan (as amended and restated, 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 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 Dr. Bluestone’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<br><br> <br>Number | Description |
|---|---|
| 99.1 | Press Release by Gilead Sciences, Inc. dated December 8, 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<br><br> <br>and Corporate Secretary |
Date: December 8, 2020
Exhibit 99.1
| CONTACTS: | Douglas Maffei, PhD, Investors |
|---|---|
| (650) 522-2739 | |
| Marni Kottle, Media | |
| (650) 522-5388 |
For Immediate Release
JEFFREY A. BLUESTONE JOINS GILEAD SCIENCES’BOARD OF DIRECTORS
Foster City, Calif., December 8, 2020– Gilead Sciences, Inc. (Nasdaq: GILD) announced today that Jeffrey A. Bluestone, PhD, has been appointed to the company’s Board of Directors.
Dr. Bluestone is the President and Chief Executive Officer of Sonoma Biotherapeutics and the A.W. and Mary Margaret Clausen Distinguished Professor of Metabolism and Endocrinology at the University of California San Francisco. He is an international leader in the field of immunotherapy and has published more than 500 papers over nearly four decades focused on understanding the basic processes that control T-cell activation and immune tolerance in autoimmunity, organ transplantation and cancer. His research has led to the development of multiple immunotherapies, including the first medicine approved by the U.S. Food and Drug Administration (FDA) targeting T-cell co-stimulation to treat autoimmunity and the first FDA-approved checkpoint inhibitor for the treatment of metastatic melanoma. Dr. Bluestone was the founding director of the Immune Tolerance Network, the largest National Institutes of Health-funded multicenter clinical immunology research program, testing novel immunotherapies in transplantation, autoimmunity and asthma/allergy. He recently led the Parker Institute for Cancer Immunotherapy as President and Chief Executive Officer. He served as a member of the Blue Ribbon Panel, appointed by then Vice President Joe Biden, to guide the National Cancer Moonshot Initiative. Dr. Bluestone is a member of the National Academy of Medicine and American Academy of Arts and Sciences, was a recipient of the prestigious Guggenheim Fellowship, and previously served as the Ludwig Professor and Director of the Ben May Institute at the University of Chicago.
“We are very pleased to welcome Jeff Bluestone to our Board of Directors,” said Daniel O’Day, Chairman and Chief Executive Officer of Gilead Sciences. “Jeff is an exceptional scientist and researcher who has had a distinguished career in the field of immunotherapy. His scientific acumen will be a valuable addition to the Gilead Board, as we continue to deliver transformational medicines to patients.”
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.
# # #
For more information on Gilead Sciences,please visit the company’s website at www.gilead.com, follow Gilead on Twitter (@GileadSciences) or call Gilead Public Affairsat 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 |