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Gilead Sciences Inc.

05/09/2024 | Press release | Distributed by Public on 05/09/2024 14:13

Submission of Matters to a Vote of Security Holders - Form 8-K

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

On February 1, 2024, the Board of Directors (the "Board") of Gilead Sciences, Inc. (the "Company") adopted amendments to the Company's Restated Certificate of Incorporation (the "Amendment") to reflect new Delaware law provisions regarding officer exculpation under Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"). On May 8, 2024, the Company's stockholders approved the Amendment at the Company's 2024 annual meeting of stockholders (the "Annual Meeting"). The Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1. On the same day, the Board adopted a restatement of the Company's Restated Certificate of Incorporation (the "Restated Charter"), which incorporates the provisions included in the Amendment. The Restated Charter is attached to this Current Report on Form 8-K as Exhibit 3.2and is incorporated by reference herein.