GILEAD SCIENCES, INC.

Regulatory Filings • Mar 25, 2019

DEFA14A 1 gild3496971-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐	Preliminary Proxy Statement
☐	Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☑	Definitive Additional Materials
☐	Soliciting Material Under Rule
14a-12

Gilead Sciences, Inc.

(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

| PAYMENT OF FILING FEE (CHECK THE APPROPRIATE
BOX): | |
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required. |
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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* Exercise Your Right to Vote *Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 8, 2019.

GILEAD SCIENCES, INC.

GILEAD SCIENCES, INC. ATTN: INVESTOR RELATIONS 333 LAKESIDE DRIVE FOSTER CITY, CA 94404

Meeting Information

Meeting Type:	Annual Meeting
For holders as of:	March 15, 2019
Date: May 8, 2019	Time: 10:00 a.m.
Location: Westin San Francisco Airport
1 Old Bayshore Highway
Millbrae, CA 94030

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote — How to Access the Proxy Materials

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NOTICE AND PROXY STATEMENT FORM 10-K SUPPLEMENT

How to View Online: Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.

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| 1) | BY
INTERNET : | www.proxyvote.com |
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| 2) | BY
TELEPHONE : | 1-800-579-1639 |
| 3) | BY
E-MAIL* : | sendmaterial@proxyvote.com |

• If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 24, 2019 to facilitate timely delivery.

— How To Vote — Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items

The Board of Directors recommends you vote FOR the following proposals:

1.
Nominees:

1a.	Jacqueline K. Barton, Ph.D.
1b.	John F. Cogan, Ph.D.
1c.	Kelly A. Kramer
1d.	Kevin E. Lofton
1e.	Harish Manwani
1f.	Daniel P. O'Day
1g.	Richard J. Whitley, M.D.
1h.	Gayle E. Wilson
1i.	Per Wold-Olsen

| 2. | To ratify the selection of Ernst & Young LLP by
the Audit Committee of the Board of Directors
as the independent registered public accounting
firm of Gilead for the fiscal year ending
December 31, 2019. |
| --- | --- |
| 3. | To approve an amendment to Gilead's Restated Certificate of Incorporation to allow stockholders to act by written consent. |
| 4. | To approve, on an advisory basis, the compensation of our Named Executive Officers as presented in the Proxy Statement. |

The Board of Directors recommends you vote AGAINST the following proposals:

| 5. | To vote on a stockholder proposal, if properly
presented at the meeting, requesting that the
Board adopt a policy that the Chairperson of the
Board of Directors be an independent director. |
| --- | --- |
| 6. | To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board issue a report describing how Gilead plans to allocate tax savings as a result of the Tax Cuts and Jobs Act. |