Gilead Sciences (GILD) Proxy filing summary

Executive summary

• Achieved record $28.9B in product sales in 2025, with HIV sales at $20.8B and 6% YoY growth, driven by Biktarvy and the launch of Yeztugo for HIV prevention.

• Oncology pipeline advanced with positive data for Trodelvy and anito-cel, positioning for potential approvals in 2026; rapid adoption of Livdelzi in inflammation.

• Strong financials: 45% non-GAAP operating margin, $5.9B returned to shareholders, and 37% total shareholder return in 2025.

• Announced $32B investment in U.S. manufacturing and R&D through 2030, expected to generate $43B in economic value and create thousands of jobs.

• Recognized for ESG leadership, including 100% renewable energy sourcing, zero waste to landfill, and global access initiatives for HIV prevention.

Voting matters and shareholder proposals

• Election of nine director nominees, all recommended by the Board.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote to approve executive compensation (say-on-pay).

• Approval of amended and restated 2022 Equity Incentive Plan, increasing share reserve and extending plan term.

• Three shareholder proposals: independent Board Chair policy, report on extended patent exclusivities and patient access, and report on ESG/DEI compensation metrics—all opposed by the Board.

Board of directors and corporate governance

• Board is 89% independent, with a balanced mix of tenures and diverse backgrounds; all committee chairs and members are independent.

• Lead Independent Director role provides robust independent oversight; annual Board and committee evaluations conducted.

• Board committees: Audit, Compensation and Talent, Nominating and Corporate Governance, and Science, each with defined responsibilities.

• Stockholder rights include annual director elections, majority vote standard, proxy access, and no dual-class structure.