GILEAD SCIENCES, INC.

Regulatory Filings • Mar 24, 2020

DEFA14A 1 gild3646261-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): | |
| --- | --- |
| ☑ | No fee
required. |
| ☐ | Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11. |
| | 1)
Title of each class of securities to which transaction
applies: |
| | 2)
Aggregate number of securities to which transaction applies: |
| | 3)
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
| | 4)
Proposed maximum aggregate value of transaction: |
| | 5) Total fee paid: |
| ☐ | Fee paid previously with
preliminary materials: |
| ☐ | Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the
date of its filing. |
| | 1)
Amount previously paid: |
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Filing Party: |
| | 4) Date
Filed: |

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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 6, 2020.

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 13, 2020
Date: May 6, 2020	Time: 10:00 a.m. Pacific Time
Location: Westin San Francisco Airport
1 Old Bayshore Highway
Millbrae, CA 94030
*We are actively monitoring the public health and travel safety concerns relating
to the coronavirus (COVID-19) and the advisories or mandates that federal, state and local governments, and related agencies,
may issue. In the event it is not possible or advisable to hold the Annual Meeting as currently planned, we will publicly announce
any additional or alternative arrangements for the meeting on our Investors page at http://investors.gilead.com/annual-meeting,
which may include a change in venue or holding the meeting solely by means of remote communication. If we decide to hold the
Annual Meeting solely by means of remote communication, the meeting will occur at the above date and time via live audio webcast,
and you or your proxyholder will be able to participate, vote and examine our stockholder list by visiting east.virtualshareholdermeeting.com/GILD2020
and using your 16-digit control number. If you are planning to attend the Annual Meeting, please check our Investors page the
week of the meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.

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.

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— Before You Vote — How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

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.

How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

| 1) | BY
INTERNET : | www.proxyvote.com |
| --- | --- | --- |
| 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 22, 2020 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.

*Please also see the notice under “Meeting Information” on reverse side.

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.

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Voting Items

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

1.
Nominees:

1a.	Jacqueline K. Barton, Ph.D.
1b.	Sandra J. Horning, M.D.
1c.	Kelly A. Kramer
1d.	Kevin E. Lofton
1e.	Harish Manwani
1f.	Daniel P. O’Day
1g.	Richard J. Whitley, M.D.
1h.	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, 2020. |
| --- | --- |
| 3. | 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:

| 4. | 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. |
| --- | --- |
| 5. | To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board eliminate
the ownership threshold for stockholders to request a record date to take action by written consent. |

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