Gilead Sciences 8-K 2016
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Gilead Sciences, Inc.
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)
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
(d) Appointment of a Director
At a meeting held on August 19, 2016, the Board of Directors (the Board) of Gilead Sciences, Inc. (the Company) elected Kelly A. Kramer to the Board effective August 19, 2016. Ms. Kramer will serve on the Audit Committee of the Board. There is no arrangement or understanding between Ms. Kramer and any other persons pursuant to which Ms. Kramer was selected as a director, and there are no related party transactions involving Ms. Kramer that are reportable under Item 404(a) of Regulation S-K.
As compensation for her service on the Board and Audit Committee during the remainder of the 2016-2017 director compensation period, Ms. Kramer will receive:
(1) A pro-rated equity grant, consisting of options to purchase 5,611 shares of the Companys common stock and restricted stock units covering an additional 1,339 shares of Companys common stock. These grants will be made under the Companys 2004 Equity Incentive Plan.
(2) A pro-rated cash retainer in the amount of $82,246.58.
A description of the Companys 2004 Equity Incentive 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 28, 2016 in connection with the Companys 2016 Annual Meeting of Stockholders. The 2004 Equity Incentive Plan is attached as an exhibit to the Companys Current Report on Form 8-K filed with the SEC on May 13, 2013. The 2005 Deferred Compensation Plan is attached as an exhibit to the Annual Report on Form 10-K filed with the SEC on February 27, 2009.
A copy of the Companys press release announcing Ms. Kramers election to the Companys Board is attached as Exhibit 99.1 to this report.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
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.