GILD Shareholder/Stockholder Letter Transcript:
Notice of Annual
Meeting of
Stockholders and
Proxy Statement
2025
OUR VISION
To create a healthier
world for all people
OUR CORE VALUES
Integrity
Inclusion
OUR MISSION
To discover, develop
and deliver innovative
therapeutics for people with
life-threatening diseases
Excellence
Teamwork
Accountability
OUR CORPORATE STRATEGY
LONG-TERM AMBITIONS
Bring 10+ Transformative Therapies
to Patients by 2030
Be a Biotech Employer and Partner
of Choice
STRATEGIC PRIORITIES (REFRESHED IN 2023)
Maximize Near-Term Revenue Growth
Maximize Impact of Long-acting HIV Therapies
Expand and Deliver on Oncology Programs
Champion an Environment of Inclusion and
Employee Growth
Remove Barriers to Speed in Execution
Deliver Shareholder Value in a
Sustainable, Responsible Manner
Letter from Our Chairman
and Chief Executive Officer
Dear Stockholders,
Thank you for investing in Gilead at one of the most exciting
moments in our company s history. Following the investments
we have made in recent years and the results they are
driving we are in an exceptionally strong position to deliver
on our mission in 2025 and beyond.
As you know, our transformation has focused on driving
innovation in three therapeutic areas: virology, oncology and
inflammation. I am pleased to share that all three are set to drive
long-term growth for our business and deliver impact for patients
and communities worldwide.
One of our most exciting breakthroughs on the horizon is
the world s first twice-yearly injection for HIV prevention,
lenacapavir. Named the 2024 Breakthrough of the Year by
Science Magazine, lenacapavir has shown unprecedented
efficacy in clinical trials and is poised to transform the global
fight against HIV if approved by the FDA this summer. In
addition to lenacapavir, our once-daily HIV prevention tablet
Biktarvy continues to command the majority of market share in
the United States. With up to nine upcoming HIV launches and
no patent expirations until 2033, we are positioned to extend
our global leadership in HIV through the 2030s and beyond.
In oncology, our portfolio is broad and innovative, with
29 clinical and 28 preclinical programs. We anticipate the launch
of anito-cel, a potential best-in-class cell therapy, in multiple
myeloma in 2026. Kite s exceptional manufacturing capabilities
and industry-leading turnaround time put us in a strong position
to address the significant unmet need for patients with this type
of blood cancer. In addition, Trodelvy remains the only approved
Trop-2 antibody drug conjugate to demonstrate overall survival
benefit in two types of breast cancer, and we have six ongoing
Phase 3 trials with the medication. All told, our oncology
therapies have already reached more than 80,000 people
through 2024, and we believe this is only the beginning.
Our portfolio of therapies for inflammatory diseases is also
promising and growing. In 2024, we launched Livdelzi , a
transformative treatment for primary biliary cholangitis (PBC), a
rare liver disease that primarily affects women. Initial demand
in the U.S. exceeded our expectations, and we look forward
to reaching more patients this year. On the pipeline side, we
recently entered into a strategic partnership with LEO Pharma
to accelerate the development and commercialization of an
oral STAT6 program for the potential treatment of patients with
inflammatory diseases.
Importantly, all these advancements across our portfolio have
occurred alongside major improvements in our operational
efficiency. We are doubling down on the business areas that
will drive our growth in both the near- and long-term, while
significantly reducing costs in other areas. We have strong
conviction in our ability to simultaneously drive revenue growth
and cost savings, which we believe will continue to drive
compelling value for our stockholders.
Finally, I would like to acknowledge the invaluable contributions
of our highly experienced and dedicated Board of Directors.
Their collective expertise, strategic vision and commitment to
Gilead s long-term success are instrumental in driving our growth
and opportunities for value creation. In 2024, our Board evolved
further as we welcomed Ted Love, M.D., as our newest director,
and appointed Anthony Welters as Lead Independent Director.
As we look to the promising future ahead, and on behalf of
the entire Board of Directors and everyone at Gilead, thank
you for your support as we work to create a healthier world for
all people.
Sincerely,
Daniel O Day
Chairman and Chief Executive Officer
2025 Proxy Statement
1
Letter from Our Lead
Independent Director
Dear Stockholders,
Gilead is a company that boldly takes on some of the world s most
devastating diseases, including HIV and cancer. We are committed
to improving the lives of patients around the world by investing
in world-class science. We aim to go beyond the medicine,
addressing health inequities and breaking down societal barriers
to care.
I have been a member of Gilead s Board of Directors since
2020, and as a result of our thoughtful succession planning
processes last year, the Board elected me to serve as the
company s new Lead Independent Director. On behalf of the
Board, we are grateful for the leadership of our former Lead
Independent Director, Kevin E. Lofton, who retired in 2024. In
my first year in the role, I have reiterated my commitment to
representing stockholder interests and maintaining ongoing and
productive dialogue with stockholders. I am also continuing to
work closely with Chairman and Chief Executive Officer Daniel
O Day and the full management team on the strategic direction
and oversight of the company. Together, we facilitate the
Board s input into major business and organizational initiatives,
budgetary considerations, capital allocation priorities and
corporate development opportunities.
As we approach our Annual Meeting, I would like to highlight
how both the Board and management team continue to
champion your interests. We finished 2024 at a strong vantage
point, with growing portfolio diversity and revenue drivers as well
as significantly improved operational efficiencies. We believe
we have unrivaled performance and opportunities in HIV, which
position us to extend our leadership for years to come. We
are also inspired by the growing momentum in oncology and
inflammation. We believe Gilead is well-positioned to increase
both total revenues and net income, leading to continuing
stockholder returns in 2025.
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In an effort to help our medicines reach the people who need
them most, Gilead is committed to breaking down barriers to care
in communities worldwide. To that end, we took an important
step forward in 2024 by establishing a strategy to provide access
to lenacapavir for prevention, when approved, through voluntary
licensing agreements and global partnerships to more than 120
primarily low- and lower-middle income countries. In addition,
we extended our RADIAN partnership with the Elton John AIDS
Foundation with a $25 million investment to help meet the needs
of vulnerable populations in Eastern Europe and Central Asia
where the HIV epidemic is growing.
I encourage you to read our 2024 Responsible Business and
Impact Report, which will be published on Gilead s website in
April 2025 and includes more information on our progress across
the company.
On behalf of all of us on the Board, thank you for your investment
and continued support of Gilead. Together, we are in the
fortunate position to deliver value to stockholders while building
a healthier world.
Sincerely,
Anthony Welters
Lead Independent Director
Notice of Annual Meeting
of Stockholders
Proposal
1
WHEN
Items of Business
Wednesday, May 7, 2025
10:00 a.m. Pacific Daylight Time
To elect the nine director nominees named in this Proxy Statement
to serve for the next year and until their successors are elected and
qualified.
WHERE
FOR each director nominee
2
Via Webcast at
www.virtualshareholdermeeting.com/GILD2025
To ratify the selection of Ernst & Young LLP as our independent
registered public accounting firm for the fiscal year ending
December 31, 2025.
RECORD DATE
Friday, March 14, 2025
FOR
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4
To approve, on an advisory basis, the compensation of our Named
Executive Officers as presented in this Proxy Statement.
FOR
To vote on a stockholder proposal requesting the CEO pay ratio factor
be included in the Company s executive compensation programs, if
properly presented at the Annual Meeting.
AGAINST
5
6
To vote on a stockholder proposal requesting an independent Board
Chair policy, if properly presented at the Annual Meeting.
AGAINST
Voting
Holders of Gilead common stock at the close of business on
the Record Date are entitled to vote. Whether or not you expect
to attend the Annual Meeting, please grant a proxy to vote by
one of the following procedures as promptly as possible in
order to ensure your representation at the Annual Meeting. For
more specific voting instructions, please refer to Questions and
Answers in this Proxy Statement.
PRIOR TO THE MEETING:
To vote on a stockholder proposal requesting a comprehensive
human rights policy and human rights due diligence process, if
properly presented at the Annual Meeting.
BY INTERNET*
www.proxyvote.com
AGAINST
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BY TELEPHONE*
To vote on a stockholder proposal requesting a report on the risks of
the Company s DEI practices for contractors, if properly presented at
the Annual Meeting.
+1-800-690-6903 (for stockholders of record, if
you requested paper copies of the proxy materials)
AGAINST
BY MAIL
To transact such other business as may properly come before the meeting or any
adjournment or postponement thereof.
We are providing these proxy materials in connection with the solicitation by the
Board of Directors (the Board ) of Gilead Sciences, Inc., a Delaware corporation
( Gilead, the Company, we, our or us ), of proxies to be voted at our 2025
annual meeting of stockholders (the Annual Meeting ) to be held on Wednesday,
May 7, 2025, at 10:00 a.m., Pacific Daylight Time, or at any adjournment or
postponement thereof, for the matters set forth above.
Complete, date, sign and return the proxy card
mailed to you (if you request one) or voting
instruction card (if sent by your nominee)
You will need to provide the control number that appears on your
Notice of Internet Availability of Proxy Materials. Voting by telephone
and internet closes on May 6, 2025 at 8:59 p.m., Pacific Daylight Time.
DURING THE MEETING:
On or about March 27, 2025, we made available this Proxy Statement and the
accompanying proxy card to all stockholders entitled to vote at the Annual Meeting.
BY INTERNET*
www.virtualshareholdermeeting.com/GILD2025
You will need to provide the control number that appears on your
Notice of Internet Availability of Proxy Materials.
2025 Proxy Statement
3
3/27/2025 Letter Continued (Full PDF)