[8-K] Gilead Sciences Inc Reports Material Event

Rhea-AI Filing Summary

Gilead Sciences (GILD) filed an 8-K to disclose that its Board adopted Amended & Restated Bylaws effective 30 Jul 2025.

• Advance-notice tightened: expanded disclosure on nominating shareholders, concert parties and solicitation plans; nominees capped at the number of seats up for election.
• Universal proxy compliance: bylaws now mandate adherence to SEC Rule 14a-19 and reserve the white proxy card exclusively for the company.
• DGCL alignment: updates on adjournment notices and stockholder-list availability reflect recent Delaware law changes; emergency-condition provisions added under DGCL §110.
• Board mechanics refined: clarifies majority-vote standard for director elections, vacancy filling, and procedures for Board and committee meetings.

No financial figures or operational developments were reported; the event is purely a corporate-governance revision. Full text appears in Exhibit 3.1.

Positive

• Compliance alignment with SEC universal proxy rules and updated Delaware law reduces legal risk and potential procedural challenges.
• Clarified board procedures may enhance governance efficiency during emergencies and director vacancies.

Negative

• Increased barriers for shareholder nominations and reservation of the white proxy card may be perceived as anti-activist, raising governance-entrenchment concerns.

Insights

Corporate Governance Expert

TL;DR: Bylaw changes tighten nomination rules, meet universal proxy regs, and fortify Board control—moderately alters shareholder dynamics.

The Board’s revisions modernize the bylaws in line with SEC and DGCL changes while subtly reinforcing management’s position. Mandatory compliance with Rule 14a-19 is legally required, but reserving the white card and increasing disclosure burdens raise the hurdle for activist campaigns. Emergency provisions and clearer vacancy-filling language improve continuity. Overall, the amendments are standard among large-cap issuers and unlikely to move valuation, yet they incrementally shift leverage toward the incumbent Board.

Portfolio Manager

TL;DR: Governance housekeeping; no cash-flow impact, but slightly activist-defensive. Neutral to fundamentals.

From a portfolio perspective the filing lacks financial ramifications—no guidance, no capital allocation changes. The higher disclosure threshold for nominations may deter short-term activist noise, arguably providing management stability to focus on R&D execution. However, it could be viewed as entrenchment, a minor ESG concern. Absent earnings data, I rate the event neutral for stock valuation.

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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 30, 2025

GILEAD SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware			0-19731			94-3047598
(State or Other Jurisdiction of Incorporation)			(Commission File No.)			(IRS 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)

Not Applicable

(Former name or former address, if changed since last report)2

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 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 ☐

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 5.03     Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 30, 2025, the Board of Directors (the “Board”) of Gilead Sciences, Inc. (the “Company”) approved an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), effective as of such date, in order to:

•revise the procedural and disclosure requirements for the nomination of directors and the submission of proposals for consideration at meetings of the stockholders under the advance notice provisions (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including, without limitation, by:

◦clarifying and enhancing the background information and disclosures required by or regarding proposing stockholders, proposed nominees and business, and other control persons or persons known to be acting in concert with a proposing stockholder, including with respect to certain plans or proposals of and any planned solicitation by such persons;

◦clarifying that the number of nominees a stockholder may nominate for election shall not exceed the number of directors to be elected at such meeting of the stockholders and removing an alternative provision addressing the timing of notice regarding nominations; and

◦requiring compliance with Regulation 14A under the Exchange Act, including the “universal proxy” rules set forth in Rule 14a-19 of the Exchange Act, and setting forth procedural requirements for solicitations pursuant to the universal proxy rules;

•reserve the white proxy card for the exclusive use of the Company;

•update provisions regarding notice of an adjournment of any meeting of stockholders and the availability of the list of stockholders entitled to vote at a meeting of stockholders, each to conform with and implement recent amendments to the Delaware General Corporation Law;

•clarify the operation of the Amended and Restated Bylaws’ majority vote provisions for the election of directors and revise provisions regarding the filling of vacancies on the Board and the conduct of meetings of the Board and of committees of the Board;

•add provisions to be operative during any emergency condition as provided by Section 110 of the Delaware General Corporation Law; and

•reflect other administrative, modernizing, clarifying, and conforming changes.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are attached as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit Number						Description
3.1						Gilead Sciences, Inc. Amended and Restated Bylaws, as amended July 30, 2025
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/ DEBORAH H. TELMAN

Deborah H. Telman
EVP, Corporate Affairs, General Counsel and Corporate Secretary

Date: August 4, 2025

FAQ

What did Gilead Sciences (GILD) change in its bylaws?

The Board adopted Amended & Restated Bylaws tightening advance-notice rules, requiring universal proxy compliance, and aligning with updated Delaware law.

When did the new bylaws of GILD take effect?

July 30, 2025, the date the Board approved the amendments.

How do the changes affect shareholder nominations at Gilead?

Shareholders must provide expanded disclosures, may not exceed the number of board seats up for election, and must comply with Rule 14a-19.

Does the 8-K contain any financial results for GILD?

No, the filing is limited to corporate governance changes; no revenue, EPS or guidance were provided.

Where can investors read the full text of the new bylaws?

The complete document is filed as Exhibit 3.1 to the 8-K and is available on the SEC’s EDGAR system.