GILEAD SCIENCES, INC.

Regulatory Filings • Jul 17, 2019

8-K 1 a19-12923_18k.htm 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

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*SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT*

*Item 5.02 Departure 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 9.01 Financial 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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